Our Master Subscription Agreement (MSA) governs the use of our platform and services. We’ve designed it to be fair, commercially practical, and aligned with industry norms for SaaS, GovTech, and federal procurement clients.

The MSA is the underlying agreement as part of each Order Form. Below is a summary of key terms for your reference.

Data Ownership

Customer-Owned Data

As between you and American AI Logistics, you retain full ownership of all Customer Data that you upload or generate within our platform. This includes, but is not limited to:

• Contact lists
• Profit margins
• Supplier relationships
• Procurement history
• Opportunity feed data
• CRM, ERP, or contract vehicle integrations

We refer to this as “Customer Data” in our MSA.

You grant us a limited license to use that data solely to provide, maintain, and improve our services during the term of your subscription. This includes functionality such as automated quoting, reporting, prediction modeling, and data normalization across bids.

Export Rights

You can export your Customer Data using standard platform features at any time during your active subscription. We do not restrict your ability to retrieve your own data.

No Lock-In or Exclusive Use

Nothing in our agreement prevents American AI Logistics from independently sourcing or processing similar data from other clients or public sources. Your data remains confidential and is never reused, sold, or re-identified across accounts.

Customer Responsibility

You are responsible for obtaining any necessary rights or consents to upload and use Customer Data in our platform. This includes ensuring compliance with applicable laws and contractual obligations.

Key Terms Summary

Subscription Services Agreement

This agreement is between American AI Logistics, Inc., a Delaware corporation (American AI), and the Customer agreeing to these terms (Customer), and is effective as of the date of the last signature below.

1. Software Service

This agreement and the applicable order provide Customer and its Affiliates (defined below) access to and usage of an Internet-based software service, including, without limitation, its features, functions, and user interface, and underlying software, as specified on an order (Service). Implementation services may be performed by American AI under this agreement and a signed Statement of Work with Customer.

2. Use Of Service

a. Customer Content.

All data uploaded by Customer to the Service (including without limitation, Customer contacts, Customer profit margins, Customer’s suppliers, Customer’s historical procurements, and opportunity feed data), remains the property of Customer, as between American AI and Customer (Customer Data). Customer represents and warrants to American AI that Customer has provided all required notices and has obtained all required licenses, permissions, and consents regarding Customer Data for use within the Service under this agreement. During the term of an order, Customer grants American AI the right to use the Customer Data to provide, maintain and enhance its Service and associated systems. During the term of an order form, within the Service Customer may export the Customer Data as allowed by the reporting features. Nothing in this agreement restricts American AI from ‘independently’ obtaining or processing data from other customers or sources, which is identical or similar to Customer Data.

b. Affiliates and Contractors.

Customer, including its Affiliates, may enter into orders with American AI and its Affiliates. An Affiliate entering into an order agrees to be bound by this agreement as if it were an original party hereto. Customer may allow its Affiliates and contractors to use the Service, provided Customer is responsible for their compliance with the terms of this agreement, and use by its Affiliates and contractors is solely for Customer’s or Affiliate’s benefit. Affiliate means any company controlled by or under common control with the subject entity, directly or indirectly, with an ownership interest of at least 50%.

c. Customer Responsibilities.

Customer: (i) must keep its passwords secure and confidential and use industry-standard password management practices; (ii) is responsible for its access control policies and administration of access rights to its account within the Service, the acts and omissions of its users, and the legality and accuracy of Customer Data; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify American AI promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service’s technical guide and applicable law.

d. American AI Support.

American AI must provide Customer support for the Service under the terms of American AI’s Customer Support Policy (Support), which is located at helpdesk@americanailogistics.com.

e. Pilot.

If Customer has registered for pilot/trial use of the Service, Customer may access the Service for the time period specified in the order (unless extended by American AI in writing). The Service is provided ‘AS IS’, with no warranty during this time period. All Customer Data will be deleted after the trial period, unless Customer converts its account to a paid Service.

f. Third Party Service.

The Service interoperates with third party services, including without limitation, Salesforce.com, VARStreet, Oracle (Third Party Service), and it depends on continuing availability of and access to Third Party Service , including application programming interfaces, for full functionality of the Service.

3. Service Level Agreement & Warranty

a. Availability Warranty.

American AI warrants to Customer that American AI will maintain the availability of the Service as provided in the chart below (excluding maintenance outages, outages beyond American AI’s reasonable control, and outages that result from any Customer technology issues).

1.1. Credit for Availability Warranty.

1.2. Customer’s exclusive remedy and american ai’s sole obligation for its failure to meet this warranty will be for american ai to provide a credit for the applicable month, as provided in the chart above (if this agreement is not renewed, then a refund for the month), provided that customer notifies american ai of such breach within 30 days of the end of that month.

b. Warranty.

American ai warrants to customer that: (i) american ai will not materially decrease the overall security of the service; (ii) the service will perform materially in accordance with its technical documentation; and (iii) american ai will neither materially decrease the overall functionality of the service nor the scope of support. For any breach of this warranty, customer’s exclusive remedies are those described in the “mutual termination for material breach” and “effect of termination” sections set forth in this agreement.

c. DISCLAIMER.

AMERICAN AI DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE AMERICAN AI TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, AMERICAN AI DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS AND AGREES THAT (I) THE SERVICE MAY NOT BE ERROR-FREE AND THE USE MAY BE INTERRUPTED, AND (II) AMERICAN AI IS NEITHER RESPONSIBLE NOR LIABLE FOR ANY THIRD PARTY SERVICE ISSUES.

4. Payment

a. Fees and Payment.

Customer must pay all fees as specified on the order, but if not specified, then within 30 days of receipt of an invoice. The fees are exclusive of sales, use, and other similar taxes, and Customer is responsible for payment of such taxes at the rate and in the manner for the time being prescribed by law. If American AI has the legal obligation to pay or collect taxes for which Customer is responsible under this section, American AI will invoice Customer and Customer will pay that amount unless Customer provides American AI with a valid tax exemption certificate authorized by the appropriate taxing authority. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement.

5. Mutual Confidentiality & Data Security

a. Definition of Confidential Information.

Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). American AI’s Confidential Information includes, without limitation, the Service and pricing information. Customer’s Confidential Information includes, without limitation, the Customer Data.

b. Protection of Confidential Information.

Recipient must use the same degree of care that it uses to protect the confidentiality of its
own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of Discloser for any purpose outside the scope of this agreement; and (ii) limit access to Confidential Information of Discloser to those of its and its Affiliates’ employees
and contractors who need that access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient containing protections not materially less protective of the Confidential Information than those in this agreement.

c. Exclusions.

Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient before its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) is independently developed by the Recipient without use of or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.

d. Data Security Measures.

1.1. Security Measures. American AI: (i) implements and maintains reasonable security measures appropriate to the nature of the Customer Data including, without limitation, technical, physical, administrative, and organizational controls, designed to maintain the confidentiality, security, and integrity of the Customer Data; (ii) implements and maintains industry standard systems and procedures for detecting, preventing, and responding to attacks, intrusions, or other systems failures and regularly tests, or otherwise monitors the effectiveness of the safeguards’ key controls, systems, and procedures; (iii) designates an employee or employees to coordinate implementation and maintenance of its Security Measures (as defined below); and (iv) identifies reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of the Customer Data that could result in the unauthorized disclosure, misuse, alteration, destruction, or other compromise of such information, and assesses the sufficiency of safeguards in place to control these risks (collectively, Security Measures).

1.2. Notice of Data Breach. If American AI becomes aware that Customer Data was accessed or disclosed in breach of this agreement, American AI will so notify Customer without undue delay, immediately act to eliminate the breach and preserve forensic evidence, and provide available information to Customer regarding the nature and scope of the breach.

6. Property

a. Reservation of Rights.

American AI and its licensors are the sole owners of the Service, including all associated intellectual property rights, and they remain only with American AI. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. American AI reserves all rights that are not expressly granted in this agreement.

b. Restrictions.

Customer may not: (i) sell, resell, rent, or lease the Service or use it in a service-provider capacity; (ii) use the Service to store or transmit unsolicited marketing emails, libelous, or otherwise objectionable, unlawful, or tortious material, or to store or transmit infringing material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; (v) disassemble, decompile or reverse engineer the Service or any part thereof, or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Service by any means whatsoever; or (vi) access the Service to build a competitive service or product, or copy any feature, function, or graphic for competitive purposes. American AI may suspend Service to Customer if American AI believes in good faith that Customer’s use of the Service poses an imminent threat to the security, availability or legality of the Service; in such event, American AI will work with Customer to address the issue and restore Service as quickly as possible.

c. Statistical Information.

American AI may compile statistical information related to the Service and may make such information publicly available, provided that such information does not identify Customer Data, and there is no means to re-identify Customer Data. American AI retains all intellectual property rights in such information.

7. Term & Termination

a. Term.

This agreement continues until the 30th day after all orders have expired, unless earlier terminated as provided below.

b. Term of Orders.

The term of each order must be specified in the order.

c. Mutual Termination for Material Breach.

If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.

d. Return of Customer Data.

• Within 30 days after termination, upon request American AI will make the Service available for Customer to export Customer Data as provided in Section 2(a).
• After such 30-day period, American AI has no obligation to maintain the Customer Data and may destroy it.

e. Effect of Termination.

If this agreement is terminated for American AI’s breach, American AI will refund Customer fees prepaid for the remainder of the term of all orders after the termination effective date. If this agreement is terminated for Customer’s breach, Customer will pay any unpaid fees for the term of all orders. Upon request, following any termination of this agreement, each party will destroy or return all of the other party’s property that it holds, subject to the “Return of Customer Data” section above.

8. Liability Limit

a. EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT ALLOWED BY LAW, AMERICAN AI IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF OR UNAUTHORIZED ACCESS TO DATA OR INFORMATION; AND LOST PROFITS, REVENUE, OR ANTICIPATED COST SAVINGS), EVEN IF IT KNOWS OF THE POSSIBILITY OR FORESEEABILITY OF SUCH DAMAGE OR LOSS.

b. TOTAL LIMIT ON LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT FOR AMERICAN AI’S INDEMNITY OBLIGATIONS, AMERICAN AI’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) DOES NOT EXCEED THE AMOUNT PAID BY CUSTOMER WITHIN THE 12-MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY, EXCEPT THAT THE ABOVE LIMITATION DOES NOT APPLY TO CUSTOMER’S PAYMENT OBLIGATIONS FOR THE SERVICE.

9. Indemnification For Third-Party Claims

a. American AI will defend or settle any third-party claim against Customer to the extent that such claim alleges that American AI technology used to provide the Service infringes a copyright, patent, trademark, or other intellectual property right, if Customer promptly notifies American AI of the claim in writing, cooperates with American AI in the defense, and allows American AI to solely control the defense or settlement of the claim. Costs. American AI will indemnify and hold harmless Customer from any infringement claim defense costs it incurs in defending Customer under this indemnity, American AI-negotiated settlement amounts agreed to by American AI, and court-awarded damages. Process. If such a claim appears likely, then American AI may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If American AI determines that none of these are reasonably available, then American AI may terminate the Service and refund any prepaid and unused fees. Exclusions. American AI has no obligation for any claim arising from: American AI’s compliance with Customer’s specifications; a combination of the Service with other technology or aspects where the infringement would not occur but for the combination; Customer Data; or technology or aspects not provided by American AI. THIS SECTION CONTAINS CUSTOMER’S EXCLUSIVE REMEDIES AND AMERICAN AI’S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT.

b. If a third party claims against American AI that any part of the Customer Data: (i) is unlawful or provided without authorization to American AI; or (ii) infringes or violates that party’s patent, copyright, or other right, Customer must defend American AI against that claim at Customer’s expense and pay all costs, damages, and attorneys’ fees that a court finally awards or that are included in a settlement approved by Customer, provided that American AI promptly notifies Customer of the claim in writing, cooperates with Customer in the defense, and allows Customer to solely control the defense or settlement of the claim.

10. Governing Law & Forum

This agreement is governed by the laws of the State of Delaware (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for New Castle County, Delaware, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.

11. Other Terms

a. Entire Agreement and Changes.

This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise, or inducement not included in this agreement is binding. No modification or waiver of any term of this agreement is effective unless both parties sign it.

b. No Assignment.

Neither party may assign or transfer this agreement to a third party, except that the agreement and all orders may be assigned without the consent of the other party as part of a merger or sale of all or substantially all a party’s businesses, assets, not involving a competitor of the other party, or at any time to an Affiliate.

c. Export Compliance.

The Service and Confidential Information may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Neither party will permit its personnel or representatives to access any Service in a U.S.-embargoed country or in violation of any applicable export law or regulation.

d. Independent Contractors.

The parties are independent contractors with respect to each other, and neither party is an agent, employee, or partner of the other party or the other party’s Affiliates.

e. Enforceability and Force Majeure.

If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for its non-performance due to events beyond its reasonable control and whether foreseeable or not, including but not limited to natural weather events and disasters, labor disruptions, disruptions in the supply of utilities, and public Internet failures.

f. Money Damages Insufficient.

Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach of this agreement.

g. U.S. Federal Agency Entities.

The Service was developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.

h. No Additional Terms.

American AI rejects additional or conflicting terms of a Customer’s form-purchasing document.

i. Order of Precedence.

If there is an inconsistency between this agreement and an order, the order prevails.

j. Survival of Terms.

All provisions of this agreement regarding payment, confidentiality, indemnification, limitations of liability, proprietary rights and such other provisions that by fair implication require performance beyond the term of this agreement must survive expiration or termination of this agreement until fully performed or otherwise are inapplicable. The UN Convention on Contracts for the International Sale of Goods does not apply.

k. Feedback.

If Customer provides feedback or suggestions about the Service, then American AI (and those it allows to use its technology) may use such information without obligation to Customer.

Exhibit A – Web Support & Maintenance Terms

Response Time Chart