Terms and Conditions

1 GENERAL

1.1.1 These terms and conditions (the Terms) apply to and govern the Order Form signed by or online subscription accepted by Proof of Condition Solutions B.V. or Cargosnap do Brasil Ltda. (with details as set out in the Order Form), operating under the name Cargosnap and hereinafter referred to as Cargosnap or we and the Customer (as defined in the Order Form) hereinafter referred to as Customer or you. Cargosnap and the Customer are jointly referred to as the Parties and each a Party.

1.1.2 We provide a cloud-based software platform that enables customers to capture, store, and share logistics data (including photos and related information) for the purpose of cargo condition documentation and risk management, and to manage workflows and insights derived from that data, including analytics and insights to support operational visibility and process optimization (the Platform), made available through web applications, mobile applications, and other related tools made available by us from time to time. In addition to access to the Platform, we may provide additional services, including any customization of functionalities or Platform offering (access to the Platform and any additional services offered to you, Services).

1.1.3 By signing up for a free trial through the Platform's trial registration process (a Trial Account), a Free Account (as defined herein) or where you subscribe to the Services through the Platform's online subscription process (rather than by executing an Order Form), you agree to be bound by these Terms by completing the registration process and checking the acceptance checkbox indicating agreement to these Terms, the Privacy Policy, and the DPA.

1.1.4 In order to be able to use the Service and Platform, you must (i) be legally able to represent the company or business contracting the Services and (ii) review and accept these General Terms on its behalf.

1.1.5 Any terms and conditions of Customer are hereby expressly rejected and shall not apply unless expressly agreed in writing and signed by an authorized representative of Cargosnap.

1.1.6 We may update these Terms from time to time to reflect changes to the Services, legal requirements, or business practices. Updates will apply prospectively and will become effective on the date stated in the notice. If an update materially and adversely affect your rights or obligations, you may reject the update by providing written notice within thirty (30) days after notice, in which case (a) the prior version will continue to apply until the end of the then-current Term, and (b) either Party may elect not to renew the Term. Updates required by law may take effect immediately to the extent necessary to comply with law. Continued use of the Platform after the effective date constitutes acceptance of the updated Terms.

2 DEFINITIONS

Unless the context requires otherwise, capitalized terms and expressions are defined terms and expressions which will have the meaning as set out in Schedule 1.

3 ACCESS TO THE PLATFORM AND SERVICES

3.1 License

3.1.1 Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access the Platform and use the Services during the Term, solely for internal business purposes and in accordance with the applicable Plan, except as expressly permitted under these Terms with respect to End Customers and Free Accounts.

3.1.2 We retain ownership of all right, title, and interest in and to the IP Rights pertaining to our Platform and Services, all related and underlying technology and any updates, improvements, enhancements, upgrades, modifications, patches, workarounds, and fixes thereto and all derivative works of or modifications to any of the foregoing. The use of the Services will not in whatever form result in any transfer of IP Rights from us to you.

3.1.3 Each Party may use the other Party’s name and logo solely to identify the other Party as a customer/vendor, subject to the other Party’s brand guidelines. Case studies, testimonials, and press releases require the other Party’s prior written approval (email sufficient), not to be unreasonably withheld or delayed. Either Party may revoke the brand-use permission upon written notice, subject to a reasonable phase-out period for existing materials.

3.2 Subscription Plans, Usage Metrics and Trial and Free Accounts

3.2.1 Trial Accounts provide temporary access to the Services for a limited evaluation period of fourteen (14) days (the Trial Period), unless otherwise specified or extended by us in writing. Trial Accounts are intended solely for the purpose of evaluating the Services prior to subscribing to a paid Plan. Upon expiration of the Trial Period, access to the Services shall terminate automatically unless you subscribe to a paid Plan.

3.2.2 We may offer free accounts with limited functionality (Free Accounts), including to End Customers, at our sole discretion. Unlike Trial Accounts, Free Accounts are not time-limited and provide ongoing access to a restricted set of features. Free Accounts are provided without charge and may be modified, restricted, or terminated at any time without notice.

3.2.3 For the avoidance of doubt: (i) Trial Accounts are time-limited accounts intended for evaluation purposes, which automatically expire at the end of the Trial Period; and (ii) Free Accounts are ongoing accounts with limited functionality that do not expire based on time but may be terminated or modified by us at any time. Neither Trial Accounts nor Free Accounts create any obligation on our part to continue providing access, functionality, support, or data retention. No service levels, warranties, or availability commitments apply to Trial Accounts or Free Accounts.

3.2.4 To the maximum extent permitted by applicable law, we disclaim all liability arising from Free Accounts. Where liability cannot be excluded, our aggregate liability for Free Accounts will be limited to EUR 0 (or the minimum amount required by applicable law), excluding liability that cannot be limited by law.

3.2.5 Where you subscribe to the Services through the Platform's online subscription process (rather than by executing an Order Form), you accept these Terms by completing the online subscription process and clicking “I agree” or similar acceptance mechanism. The online subscription confirmation, together with these Terms, the Pricing Page, and any applicable policies referenced herein, shall constitute the Agreement.

3.2.6 Access to and use of the Services is provided under a subscription plan (the Plan) selected in the applicable Order Form or during the online subscription process. Each Plan includes defined usage metrics and functional limitations, which may include limits on numbers of Users, End Customers, storage volume, data processing, workflows, integrations, API usage, or other parameters as specified in the Order Form, online subscription confirmation, or Pricing Page.

3.2.7 We may update the Pricing Page from time to time, provided that any price changes shall apply only to new subscriptions, upgrades or renewals commencing after the effective date of such changes, and shall not affect Fees for the then-current Term unless otherwise agreed in writing.

3.2.8 Usage limits and overage pricing (if any) will be as stated in the Order Form, online subscription confirmation, Pricing Page, or our then-current usage policy. If you exceed usage limits, we will provide notice and (where technically feasible) allow a cure period of five (5) Business Days before throttling or suspension, except where necessary to address security or platform stability.

4 SERVICE

4.1 Service Availability and Changes

4.1.1 We shall use commercially reasonable efforts to make the Platform and Services available during the Term. The Services are provided on a best-efforts basis and no uptime guarantee or service level commitment applies, unless expressly agreed in writing in a separate service level agreement.

4.1.2 We may perform scheduled maintenance or updates that may temporarily affect availability of the Services. Where reasonably practicable, we will provide advance notice of scheduled maintenance that is expected to have a material impact on availability. Emergency maintenance may be performed without prior notice where necessary to protect the security, integrity, or operation of the Services.

4.1.3 We may modify, update, enhance, or discontinue features or functionality of the Services from time to time. We will not make changes that materially reduce the core functionality of the Services as described in the applicable Order Form or online subscription. If a change materially reduces such core functionality, you may terminate the affected Order Form by written notice within thirty (30) days after the change.

4.1.4 We publish uptime metrics via status.cargosnap.com for informational purposes only and such publication shall not constitute, nor be construed as creating, any contractual commitment, service level agreement, or warranty of any kind.

4.2 Feedback

If Customer or its Users provide feedback, suggestions, ideas, or recommendations regarding the Services (Feedback), you grant us a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, modify, and incorporate such Feedback into the Services or other products and services, without any obligation to Customer, provided that we will not publicly attribute Feedback to Customer without Customer’s prior written consent.

5 DATA, ANALYTICS AND AI

5.1 Ownership of Customer Content

5.1.1 Anything you post, upload, share, store or otherwise provide on the Platform is considered Customer Content. Customer Content includes any workflows, templates, data structures, and process configurations created by you within the Platform. You own all right, title and interest in and to your Customer Content. We make no claim of ownership over Customer Content, except for the limited licenses granted in Clause 5.1.5.

5.1.2 You are solely responsible for the legality, accuracy, completeness, compliance and appropriateness of such Customer Content. We do not accept any liability for any breach of any (confidentiality) obligations by you in connection therewith.

5.1.3 Notwithstanding anything to the contrary, any Customer Content provided, or request for services made, under this Agreement, shall not restrict us from developing any such content or services independently, including the development of any related or similar content or services, provided that at no time shall we use any Customer Content for the development of such services, except as permitted under Clause 5.1.5.

5.1.4 You will not provide Customer Content or use the Services in connection with Customer Content that (as determined by us, in our sole discretion):

(i) is unlawful, infringing, or likely to cause harm to any individuals;

(ii) contains a bug, virus or other similar attribute or code that may infect, disable or otherwise impair our systems, the Platform and Services;

(iii) may otherwise infringe or violate the rights of a third party, including rights of publicity, privacy, copyright, trademark, or other intellectual-property rights;

(iv) bullies, harasses, or intimidates; or

(v) constitutes spam or unsolicited communications, all referred to as Restricted Customer Content.

5.1.5 We may remove Restricted Customer Content where it reasonably determines such content violates applicable law, infringes third-party rights, or poses a security risk. Where practicable, we will provide notice and an opportunity to cure before removal.

5.2 License to Customer Content

5.2.1 You grant us a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, process and otherwise use Customer Content solely as necessary to provide, maintain and improve the Platform and Services, ensure security, integrity, and availability of the Platform and Services, provide support, and comply with applicable law.

5.2.2 You also grant us a non-exclusive, non-transferable, non-sublicensable, and revocable license to access Customer Content for the purpose of performing benchmarking activities to evaluate and enhance the Services provided by us. We may conduct comparative analyses, statistical evaluations, and other benchmarking activities, provided that (i) any data used in these activities is aggregated and anonymized, ensuring that Customer Content is not identifiable and cannot be traced back to you, including through the use of anonymization techniques that remove any identifying information relating to Customer, its End Customers, or the specific nature of your business processes, and (ii) the insights derived from these activities are used exclusively for our internal research and development purposes to improve the Services.

5.3 Usage, Aggregated and Anonymized Data

5.3.1 We may collect and use Usage Data to provide, maintain, secure, support, analyze, and improve the Services, including for capacity planning, troubleshooting, security and fraud prevention, product analytics, and the development of new features and services. Usage Data excludes Customer Content.

5.3.2 We may create Aggregated Data and Anonymized Data from Customer Content and/or Usage Data. We may use such Aggregated Data and Anonymized Data for internal business purposes, including analytics, benchmarking, research, and improvement of the Services. We will implement technical and organizational measures designed to ensure Anonymized Data cannot reasonably be used to identify Customer, any User, or any End Customer, and will not attempt to re-identify such data except as required to validate the anonymization process or as required by law.

5.3.3 We will not disclose Customer Content or Usage Data to third parties except: (i) to subprocessors and service providers in accordance with the Agreement and (where applicable) the DPA; (ii) as instructed by Customer through enabled Third-Party Services; (iii) as required by law; or (iv) in the form of Aggregated Data and/or Anonymized Data.

5.4 AI Outputs, Reliance and Training

5.4.1 The Platform and Services may generate automated outputs, recommendations, insights, or analytics using artificial intelligence, machine learning, or other automated processing technologies (AI Outputs).

5.4.2 AI Outputs are generated automatically and may contain inaccuracies, incompleteness, or biases. You acknowledge that AI Outputs should be reviewed with appropriate professional judgment and human oversight before being relied upon for operational, commercial, or decision-making purposes.

5.4.3 We are not liable for any decisions, actions, losses, or damages arising from your reliance on AI Outputs, regardless of their accuracy or suitability for your intended purpose.

5.4.4 To the extent the Services include AI features, we may use Aggregated Data and Anonymized Data to develop and train machine learning models and to improve AI functionality, provided that such use does not include Customer Content in identifiable form and is performed in accordance with Clause 5.3.2 and (where applicable) the DPA.

5.4.5 For avoidance of doubt, we will not use Customer Content to train publicly available general-purpose AI models unless Customer has expressly agreed in writing.

6 USE OF THE SERVICES

6.1 Users and End Customers

6.1.1 You are responsible for all access to and use of the Services under its account, including by your Users and own end customers (End Customers), and for ensuring that such access and use complies with this Agreement and applicable law. Any act or omission of a User or End Customer shall be deemed an act or omission of you for the purposes of this Agreement.

6.1.2 You shall ensure that all usernames, passwords, access keys, and other login credentials are kept confidential, used only by authorized persons, and not shared or misused. You shall promptly notify us in writing if it becomes aware of any actual or suspected unauthorized access to or use of the Services or your account.

6.1.3 You may permit your End Customers to access shared information or limited functionality of the Services, including through Free Accounts, solely as part of your own services and workflows. You remain solely responsible for its relationship with End Customers and for all content, data, and activities initiated by End Customers through the Services.

6.1.4 You shall indemnify and hold us harmless from any third-party claims arising out of or relating to the use of the Services by Users or End Customers, except to the extent caused by our gross negligence or willful misconduct.

6.2 Acceptable Use

6.2.1 You shall use the Platform and Services in a fair and responsible manner, consistent with their intended purpose and in accordance with any usage limits defined in your Plan.

6.2.2 You shall not, and shall ensure that Users and End Customers do not:

(i) sell, lease, license, sublicense, or otherwise make available the Services to any third party, provided that this shall not prohibit you from charging End Customers for services that include access to Customer Content through the Platform;

(ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the Services;

(iii) modify, translate, or create derivative works based on the Services;

(iv) use the Services in violation of any applicable laws, regulations, and rights;

(v) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, including, without limitation, by introducing viruses and other harmful code or by using flood pings, denial-of-service attacks, or similar methods or technology;

(vi) use the Services to build or support and/or assist a third party in building or supporting products or services competitive to the Services;

(vii) bypass any login environment; or

(viii) test the vulnerability of the Services or security measures.

6.2.3 We may monitor usage for compliance with this Agreement. Where we reasonably determine that Customer Content or use of the Services violates this clause, infringes third-party rights, or poses a security or legal risk, we may remove the relevant content or throttle, suspend, or restrict access to the Services. Where practicable, we will provide notice and an opportunity to cure before taking such measures.

7 SUSPENSION

7.1.1 We may suspend your access to the Service (in whole or in part) if:

(i) you fail to pay any Fees within thirty (30) days of the due date;

(ii) we reasonably believe that your use of the Service poses a security risk, may cause harm to the Service or third parties, or may subject us or any third party to liability;

(iii) we reasonably suspect a violation of our Acceptable Use Policy in Clause 6.2 of these Terms; or

(iv) your End Customers' use of the Services exceeds the usage limits defined in your Plan and you fail to remedy such excessive use within five (5) days after you receive written notice from us, in accordance with Clause 3.2.8;

7.1.2 We will notify you of the suspension and the reasons, to the extent legally permitted.

8 TERM AND TERMINATION

8.1 Term

This Agreement will be effective from the Effective Date and continues for the Term (as defined in the Order Form or online subscription confirmation). Unless agreed, the Term will automatically be renewed for additional Terms of the same duration unless either Party gives notice of non-renewal to the other Party thirty (30) days before the end of a Term.

8.2 Termination

8.2.1 You may terminate this Agreement at any time and for any reason by deleting your account. A company license may be terminated upon thirty (30) days' prior written notice, except where a minimum term is specified in the Order Form or online subscription terms, in which case such minimum term shall apply.

8.2.2 We may terminate this Agreement upon ninety (90) days' prior written notice, provided that such termination shall not take effect before the end of the then-current Term where an annual subscription applies, or upon ninety (90) days' notice for monthly subscriptions. Upon such termination, we may cease providing the Services or impose new or additional limits on your ability to use the Services.

8.2.3 Either Party may terminate this Agreement if the other Party (a) fails to cure a Material Breach of this Agreement within thirty (30) days after receiving notice of the breach or when the breach is uncurable; (b) dissolves or stops conducting business without a successor; (c) makes an assignment for the benefit of creditors, or becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than sixty (60) days. In addition, either Party may terminate an affected Order Form if a Force Majeure Event prevents us from providing the Services for thirty (30) or more consecutive days. A Party must notify the other of its reason for termination.

8.2.4 Except as otherwise provided in the Agreement, to the extent permitted by law, each of the Parties hereby waives their rights (if any) under Section 6:228, 6:230 and 6:265 to 6:272 of the Dutch Civil Code to dissolve or nullify, in whole or in part (gehele danwel partiële ontbinding en vernietiging), or to demand in legal proceedings the dissolution (ontbinding), in whole or in part, or nullification (vernietiging) of, the Agreement (whether on the basis of error (dwaling) or otherwise), or to cancel or terminate (opzeggen) the Agreement.

8.3 Effect of Termination

8.3.1 Upon termination or expiration of your Term, your right to access and use the Service will cease, we may disable your user accounts and you must cease all use of the Service.

8.3.2 Following termination or expiration of this Agreement, Customer Content shall remain accessible to you for a period of at least thirty (30) days through standard tools (including API access). After such period, we may delete or anonymize Customer Content in accordance with Clause 9.4. Data export assistance may be provided upon request, subject to our then-current fees for Exit Services.

8.3.3 The provisions of this Clause, Clauses 3 (License), 5 (Data, Analytics and AI), 9 (Exit Management), 10 (Fees and Payment), 11 (Disclaimers and Warranties), 12 (Liability and Indemnification), 13 (Confidentiality), 14 (Governing Law and Competent Court), and 16 (Miscellaneous), and other provisions which by their nature or expressed intent are intended to survive termination, shall remain in full force and effect and will survive the expiration or termination of this Agreement. Termination or expiration of this Agreement will not affect any already-accrued obligations or liabilities.

9 EXIT MANAGEMENT

9.1 Switching & Data Portability

9.1.1 We support your right to terminate the Services, switch to another service provider, or migrate to an internally hosted solution in accordance with applicable law, including Regulation (EU) 2023/2854 (EU Data Act).

9.1.2 Upon expiration or termination of this Agreement or an applicable Order Form, you have the right to:

(i) switch to another provider offering a comparable service or to an internally hosted solution;

(ii) retrieve and port its exportable data and Customer-controlled digital assets; and

(iii) request deletion of its Customer Content, in each case subject to applicable legal, technical, and security requirements.

9.1.3 We shall not impose technical, contractual, or organizational obstacles that unlawfully prevent or unduly hinder the exercise of these rights.

9.2 Exit Assistance (Exit Services)

9.2.1 Upon your written request following notice of non-renewal or termination, we shall provide reasonable cooperation and assistance to facilitate an orderly transition away from the Services (Exit Services).

9.2.2 Exit Services may include, where applicable and technically feasible:

(i) maintaining service continuity for a limited transition period;

(ii) upon request and subject to our then-current fees for data export services, providing you with a final extract of its exportable data in a standard, commonly used, and machine-readable format; and

(iii) providing information reasonably necessary to enable you to transition its use of the Services.

9.2.3 Exit Services are provided subject to technical feasibility and applicable legal requirements, including the limits and conditions set out in the EU Data Act.

9.3 Timing and Fees

9.3.1 Exit Services shall be provided within a reasonable timeframe following your request and in accordance with the timing and cost principles set out in the EU Data Act.

9.3.2 Any fees for Exit Services shall be reasonable, cost-based, and compliant with applicable law. Detailed exit procedures, timelines, and pricing (if any) may be further described in a separate exit or switching policy made available by us.

9.4 Data Deletion

9.4.1 Following completion of Exit Services (or, if no Exit Services are requested, following termination of the Agreement), we shall make Customer Content available for export for a limited transition period, after which we shall delete Customer Content from our production systems without undue delay, except to the extent (i) retention is required by applicable law, or (ii) continued retention is strictly necessary for the establishment, exercise or defense of legal claims.

9.4.2 Residual copies of Customer Content may be retained for a limited period in encrypted backups or disaster recovery systems in accordance with our standard backup cycles, solely for the purpose of business continuity, security and integrity, and shall not be accessed or otherwise processed except where necessary for restoration or as required by applicable law. Such backup copies shall be securely deleted or overwritten in the ordinary course of those backup cycles.

9.4.3 We shall not retain or use Customer Content after termination for the provision of services to other customers.

10 FEES AND PAYMENT

10.1 Fees and payment

10.1.1 We will invoice you for all applicable Fees and in such frequency as specified in the Order Form or online subscription confirmation. Unless otherwise agreed in writing, Fees are billed in advance for each billing period (monthly or annually, as applicable) and are payable within fourteen (14) days of invoice. You will pay invoices via the payment method stated in the Order Form, selected during the online subscription process, or as otherwise agreed. Where payment is made by credit card or SEPA, you authorize us to initiate charges on the invoice date, and we may attempt to process payment multiple times within the applicable billing period in the event of an initial payment failure. You must ensure that your payment details are current and valid.

10.1.2 If you fail to pay in the specified period, you are in default, without notice being required, and statutory interest (wettelijke handelsrente) shall be applicable and accrue. We have the right to suspend the Services until payment is received, which suspension shall be deemed proportionate. Suspension for non-payment does not relieve you of your payment obligations.

10.1.3 You may not set off amounts you would be owed by us for any reason whatsoever against an outstanding invoice.

10.2 Taxes

All Fees are exclusive of, and you are solely responsible for payment of, all applicable value-added, sales, use, right of use and other taxes and all applicable export and import fees, customs duties, and similar charges arising from the transactions hereunder. All prices are exclusive of VAT (BTW). We shall be entitled to pass any change to the VAT rate on to the Customer.

10.3 Fee adjustments

10.3.1 We may increase the Fees once per calendar year upon sixty (60) days' prior written notice to you (which may be sent by email). If you object to such Fee increase, you may terminate this Agreement by providing thirty (30) days' written notice to us, such termination to take effect on the date the fee increase would otherwise become effective.

10.3.2 Without prejudice to the foregoing, the Fees shall be adjusted annually in accordance with the Services Price Index (Dienstenprijsindex) as published by Statistics Netherlands (Centraal Bureau voor de Statistiek). Such adjustment shall take effect on 1 January of each calendar year, based on the most recently published index figure available at that time.

11 DISCLAIMERS, WARRANTIES AND SERVICE LIMITATIONS

11.1.1 Except as expressly stated in these terms, the platform and the services are provided “as is” and “as available”, and we, our affiliates, licensors and suppliers expressly disclaim, to the maximum extent permitted by applicable law, all warranties of any kind, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or reliability, and any warranties arising from course of dealing, course of performance, or usage of trade. We make no promises regarding suitability for specific purposes. Your use of the Platform and Services is at your own risk.

11.1.2 The Services do not replace or supplement logistics, insurance, surveying, or risk-bearing services. All decisions relating to logistics operations, cargo handling, claims management, regulatory compliance, and insurance remain solely with you and your counterparties.

11.1.3 Any analytics, insights, recommendations, or other outputs generated through the Platform are provided for informational purposes only. Such outputs may be inaccurate, incomplete, or biased and do not constitute professional, legal, operational, insurance, or risk management advice. You remain solely responsible for all decisions, actions, and reliance-based outputs and shall ensure appropriate human review, validation, and oversight before using such outputs in operational or commercial decision-making.

12 LIMITATION OF LIABILITY AND INDEMNITY

12.1 Limitation of liability

12.1.1 To the maximum extent permitted by applicable law, neither Party shall be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or in connection with this Agreement, whether based on contract, tort, negligence, strict liability, or any other legal theory, even if advised of the possibility of such damages. This includes, without limitation, loss of profits, revenue, business, goodwill, data, or anticipated savings.

12.1.2 Except for liability that cannot be limited under applicable law, each Party’s total aggregate liability arising out of or in connection with this Agreement shall not exceed the total Fees paid or payable by you under the applicable Order Form(s) or online subscription(s) in the twelve (12) months preceding the event giving rise to the claim.

12.1.3 The limitations set out in this clause do not apply to:

(i) a Party’s wilful misconduct (opzet) or gross negligence (grove schuld);

(ii) your payment obligations; or

(iii) liability that cannot be excluded or limited under applicable law.

12.2 Customer Indemnification

You shall defend, indemnify, and hold us harmless from and against any third-party claim arising from:

(i) Customer Content;

(ii) your or your Users’ use of the Platform in violation of this Agreement or applicable law;

(iii) bodily injury, property damage, or other harm resulting from your use of Customer Content in field operations, except to the extent caused by our gross negligence or willful misconduct.

12.3 Cargosnap Indemnification

12.3.1 We shall indemnify you against third-party claims alleging that the Services, as provided by us and used in accordance with this Agreement, infringe a third party’s intellectual property rights, provided that we shall have no obligation to indemnify to the extent the claim arises from:

(i) Customer Content;

(ii) modifications to the Services not made by or for us;

(iii) combination of the Services with products or services not provided by us; or

(iv) use of the Services other than in accordance with this Agreement.

12.3.2 This indemnity constitutes your exclusive remedy for third-party intellectual property infringement claims relating to the Services.

12.4 Indemnification Procedure

12.4.1 A Party seeking indemnification under this Agreement (the Indemnified Party) shall promptly notify the other Party (the Indemnifying Party) in writing of any claim, action, or proceeding for which indemnification is sought (a Claim), provided that failure to give prompt notice will relieve the Indemnifying Party of its indemnification obligations only to the extent it is materially prejudiced by such failure.

12.4.2 The Indemnifying Party shall have the right to assume and control the defense and settlement of the claim, subject to the Indemnified Party’s reasonable cooperation. The Indemnifying Party shall not settle any claim in a manner that imposes an admission of liability or non-monetary obligation on the Indemnified Party without the Indemnified Party’s prior written consent, such consent not to be unreasonably withheld.

13 CONFIDENTIALITY

13.1 Confidentiality Obligation

13.1.1 During the Term and any renewal thereof and after the end of the Term, the Parties undertake to treat as confidential the Confidential Information of the respective other Party that have been entrusted to it or of which it has become aware in connection with the Agreement, not to share them, to use them exclusively for execution of the Agreement, or in accordance with any license granted under these Terms, and not to exploit them for themselves or others even after the end of the Agreement.

13.1.2 Upon written request by the disclosing Party, the receiving Party shall promptly delete or destroy all Confidential Information of the disclosing Party in its possession or control, and shall confirm such deletion or destruction in writing. Notwithstanding the foregoing, the receiving Party may retain a single archival copy of such Confidential Information solely for the purpose of compliance with applicable law, regulatory requirements, or internal record-keeping policies, provided that such retained copy remains subject to the confidentiality obligations set forth in this Agreement.

13.2 Exclusions

The obligation to keep confidential and not share Confidential Information does not apply to information that:

(i) is already generally known;

(ii) was already provided to the Party under the confidentiality obligation before the Term on a non-confidential basis;

(iii) was made available to the Party under the confidentiality obligation by third parties on a non-confidential basis, unless this third party in turn violated a confidentiality agreement by sharing the information.

13.3 Disclosure of Confidential Information

No confidentiality obligation exists if the Party under a confidentiality obligation is legally obligated to disclose Confidential Information in judicial, official, or other proceedings. If one party believes itself to be obligated in this way, it shall inform the other party in writing in a timely fashion before the disclosure, insofar as this is legally permissible, so the latter can prevent the disclosure through legal steps. In this notification, the obligated Party shall inform the other Party in an appropriate form, for example on the basis of a written report of a legal advisor, what confidential information must be shared. The obligated party shall only disclose the portion of the Confidential Information that must be disclosed.

13.4 Data Segregation

Customer data is logically segregated within the Platform. Although your data may be hosted within a shared cloud environment, no other customer has access to your data, and we implement appropriate technical and organizational measures to prevent unauthorized access or data leakage between customers.

14 PRIVACY AND DATA PROTECTION

14.1.1 The processing of personal data under this Agreement is governed by our Privacy Policy and Data Processing Agreement (DPA), both of which are incorporated by reference and form integral parts of these Terms.

14.1.2 Where you act as a Controller and we act as a Processor of personal data under applicable data protection laws, the DPA applies automatically to all customer relationships and sets forth the parties' respective obligations regarding data protection, security, and compliance.

14.1.3 We apply EU GDPR standards globally, ensuring consistent data handling practices for all customers regardless of location.

15 GOVERNING LAW AND COMPETENT COURT

This Agreement and any action in relation thereto shall be governed exclusively by the laws of the Netherlands, excluding the Convention on the International Sale of Goods (CISG). All disputes arising in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent court in Utrecht, the Netherlands. Notwithstanding the foregoing, we may alternatively initiate proceedings in your jurisdiction for debt collection or injunctive relief. The parties may first attempt to resolve disputes through mediation in good faith.

16 MISCELLANEOUS

16.1 Notice

Notices must be sent to the notice contacts set out in the Order Form or online subscription confirmation (or as updated by written notice). Email notices are deemed received on the first Business Day after sending, provided no delivery failure notice is received.

16.2 Relationship

Nothing herein will be construed to create the relationship between employer and employee, principal and agent, or of partnership, or joint venture.

16.3 Force Majeure

Except for payment obligations, neither Party will be liable for any delays or failures to perform to the extent due to a cause beyond such Party’s reasonable control, which may include natural disasters or acts of God, strikes or work stoppages, acts of war or terrorism, cybersecurity incidents, telecommunications disruptions, failure of service providers to perform, pandemics or epidemics, quarantines, or other government orders (a Force Majeure Event).

16.4 Assignment

Neither this Agreement nor any rights or responsibilities hereunder may be assigned, delegated, or otherwise transferred by you, whether voluntarily or by operation of law, without our prior written consent. We may freely assign and transfer this Agreement without consent, in whole or in part, to a successor to substantially all of its business or assets to which this Agreement relates. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors and assigns.

16.5 Severability

Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement will not be affected and will continue in effect and the invalid provision will be deemed modified or severed to the least degree necessary to remedy such invalidity.

16.6 Entire Agreement; Amendments; Waivers

The Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any prior agreements, oral or written, between the parties regarding the subject matter. No amendments, modifications or changes will be effective unless they are in a writing signed by authorized representatives of the parties. No waiver of a breach of any provision of this Agreement by either Party will constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver will be effective unless made in writing and signed by a duly authorized representative of the waiving party.

Schedule 1 — DEFINITIONS

The following capitalized terms and expressions in the Agreement will have the following meanings:

Acceptable Use — means the acceptable use requirements set out in Clause 6.2 of these Terms;

Agreement — means these Terms together with the applicable Order Form or online subscription confirmation, the Privacy Policy, the DPA, and any other documents expressly incorporated herein, which collectively constitute the entire agreement between Cargosnap and Customer;

Aggregated Data — means data derived from Customer Content and/or Usage Data that has been aggregated with data from other customers or sources such that it is not reasonably capable of being associated with Customer or any identified or identifiable natural person;

AI Outputs — has the meaning given to it in Clause 5.4.1;

Anonymized Data — means data derived from Customer Content and/or Usage Data that has been processed using industry-standard techniques designed to remove or obfuscate identifiers such that it is not reasonably capable of identifying Customer, any User, any End Customer, or any identified or identifiable natural person;

Business Day — means a day other than a Saturday, Sunday or a public holiday in the Netherlands on which banks are generally open for business in the Netherlands;

Claim — has the meaning given to it in Clause 12.4.1;

Confidential Information — means any information in any form (written, digital, oral or otherwise, and including any copies) regarding a Party, its affiliates, and its business that is marked as or could reasonably be considered confidential, as well as the negotiations, existence and terms of the Agreement;

Controller — has the meaning given to it under applicable data protection laws, including the EU General Data Protection Regulation (GDPR);

Customer Content — means anything you or User post, upload, share, store or otherwise provide on the Platform, such as work instructions, including any content generated through the Platform;

Data Processing Agreement or DPA — means the data processing agreement incorporated into this Agreement, which governs the processing of personal data under this Agreement;

Effective Date — means the date on which this Agreement becomes effective, as specified in the Order Form or, for online subscriptions, the date on which Customer completes the online subscription process;

End Customers — has the meaning given to it in Clause 6.1.1;

Exit Services — has the meaning given to it in Clause 9.2.1;

Feedback — has the meaning given to it in Clause 4.2;

Fees — means the fees payable by you for the Services, and any Services provided hereunder, as specified in the Order Form, online subscription confirmation, or Pricing Page;

Force Majeure Event — has the meaning given to it in Clause 16.3;

Free Accounts — has the meaning given to it in Clause 3.2.2;

Indemnified Party — has the meaning given to it in Clause 12.4.1;

Indemnifying Party — has the meaning given to it in Clause 12.4.1;

IP Rights — means any rights under patent, copyright, database right, trade secret, trademark, whether registered or not, or other intellectual or industrial property laws worldwide, as well as any know-how contained therein or related to the same;

Material Breach — means a substantial failure or violation by a Party in performing its material obligations or complying with the material provisions of this Agreement. A Material Breach occurs when the breaching Party's non-performance or violation materially impairs the other Party's ability to receive the intended benefits or its ability to carry out its functions pursuant to this Agreement, including any attributable failure to perform (toerekenbare tekortkoming) that would justify termination (ontbinding) under Dutch law;

Order Form — means the document executed by the Parties, or an electronic acceptance through the Platform (including online subscription confirmation), specifying the Services, Plan, Fees, Term, and other subscription-specific terms, which forms an integral part of this Agreement;

Party or Parties — has the meaning given to it in the heading of this Agreement;

Plan — means one of the subscription tiers as described in the Order Form, online subscription confirmation, or Pricing Page;

Platform — has the meaning given to it in Clause 1.1.2;

Pricing Page — means the webpage available at https://www.cargosnap.com/pricing (or such other URL as we may designate from time to time) setting out the then-current pricing, Plans, and related terms for the Services;

Privacy Policy — means our privacy policy available at https://www.cargosnap.com/terms/privacy-terms, which describes how we collect, use, and protect personal data;

Processor — has the meaning given to it under applicable data protection laws, including the EU General Data Protection Regulation (GDPR);

Restricted Customer Content — has the meaning given to it in Clause 5.1.4;

Services — has the meaning given to it in Clause 1.1.2;

Term — means the period for which you have purchased access to the Service under a Plan;

Terms — has the meaning given to it in Clause 1.1.1;

Third-Party Services — means any third-party software, platforms, integrations, websites, data sources, AI models or tools that interoperate with or are used in connection with the Service and/or Platform, whether or not provided by us;

Trial Account(s) — has the meaning given to it in Clause 1.1.3;

Trial Period — means the fourteen (14) day evaluation period applicable to Trial Accounts, unless otherwise specified or extended by us in writing;

Usage Data — means technical logs, telemetry, configuration data, performance data, metadata, and other information about the operation and use of the Services (including feature usage, system configuration, device/browser information, and support diagnostics), excluding Customer Content; and

User — means any of your employees or contractors that is authorized by you to access and use the Services.