Effective Date: May 17, 2026

1. Definitions

   1. The following terms, when used in this Agreement will have the following meanings:

“Affiliates ” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists.  For the purposes of this definition, “Control” means beneficial ownership of 50% or more of the voting power or equity in an entity.

“Augment Platform ” means Augment’s AI agent platform supporting logistics, transportation, supply chain, and wholesale distribution teams – including brokers, carriers, shippers, distributors, and other logistics providers – across sales, operations, and back office functions, as further described in the applicable Order Form.

“Confidential Information ” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure.  However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

“Customer Data ” means any data and information provided by or on behalf of Customer to the Augment Platform, including but not limited to end customer data, standard operating procedures, employee data, and financial data (including pricing, inventory, bid, and margin information).

“Documentation ” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Augment for the Augment Platform.

“Order Form ” means an order form, quote or other similar document that sets forth the specific Augment Platform and pricing therefore (including in relation to overages), permitted number of users and subscription term, and that references this Agreement and is mutually executed by the parties.  Order Form #1 is attached hereto in Exhibit A and is deemed mutually executed as of the Effective Date.

2. Augment Platform

   1. Provision of Augment Platform.  Subject to the terms and conditions of this Agreement, Augment will make the Augment Platform available to Customer pursuant to this Agreement and the applicable Order Form, and hereby grants Customer a non-exclusive right to access and use the Augment Platform for its internal business purposes.

   2. Data Security.  Augment will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer Data; (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data.  The security program will include the measures set forth on Exhibit B.  

   3. Customer Responsibilities.  Customer will (i) be responsible for all use of the Augment Platform under its account, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Augment Platform and notify Augment promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of the Augment Platform and (iii) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Augment Platform, including as set forth in the Documentation.  Customer will be solely responsible for its failure to maintain such equipment, software and services, and Augment will have no liability for such failure (including under any service level agreement).  

   4. Third-Party Applications.  The Augment Platform may be integrated with or otherwise interact with third party applications, products, and services (“Third-Party Applications”).  These Third-Party Applications may have their own terms of use and privacy policies, and Customer’s use of these Third-Party Applications will be governed by and subject to such terms and privacy policies.  Customer is responsible for configuring the data, information and permissions made available to the Augment Platform through these Third-Party Applications, and Augment agrees that it will not exceed those configurations set by Customer.  

   5. Affiliates.  Any Affiliate of Customer will have the right to enter into an Order Form executed by such Affiliate and Augment and this Agreement will apply to each such Order Form as if such Affiliate were a signatory to this Agreement.  With respect to such Order Forms, such Affiliate becomes a party to this Agreement and references to Customer in this Agreement are deemed to be references to such Affiliate.  Each Order Form is a separate obligation of Customer entity that executes such Order Form, and no other Customer entity has any liability or obligation under such Order Form.

   6. Voice Recording and Consent Compliance. Customer acknowledges that the Augment Platform may record inbound and outbound voice calls as part of the Services. Customer is solely responsible for ensuring that all necessary consents, notices, and disclosures required under applicable federal and state wiretapping, eavesdropping, and call recording laws, including but not limited to the California Invasion of Privacy Act (Cal. Penal Code §§ 630 et seq.) and any equivalent or successor statutes in any jurisdiction in which calls are made or received are obtained from all parties to any recorded call prior to such recording. Customer acknowledges that call recording consent requirements vary by jurisdiction and are subject to change, and that Customer is solely responsible for monitoring and complying with applicable laws as they evolve. Customer represents and warrants that it has obtained, or will obtain, all required consents before enabling or permitting any voice recording functionality through the Augment Platform. Customer shall defend, indemnify, and hold harmless Augment and its officers, directors, employees, and agents from and against any claims, liabilities, damages, fines, penalties, and reasonable attorneys' fees arising out of or related to Customer's failure to comply with applicable call recording consent requirements. Augment may, in its sole discretion, enable recording disclosure functionality within the Platform as a technical measure to assist Customer with consent compliance, but such functionality does not replace or limit Customer's independent legal obligations under this Section.

3. Fees

   1. Fees. Customer will pay Augment the fees set forth in the applicable Order Form.  Customer shall pay those amounts due and not disputed in good faith within thirty (30) days of the date of receipt of the applicable invoice, unless a specific date for payment is set forth in such Order Form, in which case payment will be due on the date specified.  Except as otherwise specified herein or in any applicable Order Form, (a) fees are quoted and payable in United States dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial terms, and fees paid are non-refundable.  Augment reserves the right to change its fees upon each renewal term.

   2. Late Payment.  Augment may suspend access to the Augment Platform immediately upon notice if Customer fails to pay any amounts hereunder at least fifteen (15) days past the applicable due date.  If Augment has not received payment within fifteen (15) days after the applicable due date, interest will accrue on past due amounts at the rate of one percent (1%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by Augment.

   3. Taxes.  All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”).  Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of Augment.  Customer will not withhold any Taxes from any amounts due to Augment.

      
      

4. Proprietary Rights

   1. Ownership by the Parties.  As between the parties, Customer owns its Customer Data and Customer’s Confidential Information.  As between the parties, Augment exclusively owns all right, title and interest in and to the Augment Platform, System Data and Augment’s Confidential Information.  “System Data” means data collected by Augment regarding the performance of Augment Platform that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or security of the Augment Platform (but excluding any Customer Data).

   2. Feedback.  Customer may from time to time provide Augment suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Augment Platform.  Augment will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality.  Augment will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.

   3. Ecosystem Data.  Augment may collect data and information related to the operation and performance of the Augment Platform, including: (i) facilities information (e.g., information scheduling loads, pick up windows, dock door information, performance metrics, contact information); (ii) pricing and other commercial information of third party suppliers, logistics providers, and other ecosystem partners specific to supply chain; and (iii) broker, carrier, ocean shipper, and rail provider information (e.g. performance metrics, and contact information) (collectively, “Ecosystem Data”).  Ecosystem Data will not be considered Customer Data, and Augment may during and after the Term (1) freely use Ecosystem Data to develop and improve its products and services; and (2) disclose and share Ecosystem Data with third parties; provided that such Ecosystem Data is aggregated in a manner in which Customer is not identifiable. For the avoidance of doubt, Ecosystem Data shall in no way include data that is unique and proprietary to B2B distributors such as, but not limited to, product catalogue information, SKU metadata, pricing and margin information for the sale of products, and distributor customer information.

      
      

5. Confidentiality; Restrictions

   1. Confidentiality.  Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder.  However, either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law).  Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers.  Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure.  In the event of actual or threatened breach of the provisions of this Section 5, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.  Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

   2. Technology Restrictions.  Customer will not directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Augment Platform; (b) attempt to probe, scan or test the vulnerability of the Augment Platform, breach the security or authentication measures of the Augment Platform without proper authorization or wilfully render any part of the Augment Platform unusable; (c) use or access the Augment Platform to develop a product or service that is competitive with Augment’s products or services, or engage in competitive analysis or benchmarking; (d) transfer, distribute, resell, lease, license, or assign the Augment Platform or otherwise offer the Augment Platform on a standalone basis; (e) use the Augment Platform to engage in any conduct or generate any content that is or could be considered illegal, obscene, defamatory, threatening, intimidating, harassing, hateful or racially or ethnically offensive; or (f) otherwise use the Augment Platform in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder and in the applicable Order Form (collectively, the “License Restrictions”).  

      
      

6. Warranties and Disclaimers

   1. Augment.  Augment warrants that it will, consistent with prevailing industry standards, provide the Augment Platform in a professional and workmanlike manner and the Augment Platform will conform in all material respects with the Documentation.  For material breach of the foregoing express warranty, Customer’s exclusive remedy shall be the re-performance of the deficient Augment Platform or, if Augment cannot re-perform such deficient Augment Platform as warranted within thirty (30) days after receipt of written notice of the warranty breach, Customer shall be entitled to terminate the applicable Order Form and recover a pro-rata portion of the prepaid subscription fees corresponding to the terminated portion of the applicable subscription term.

   2. DISCLAIMERS.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.  CUSTOMER ACKNOWLEDGES THAT THE AUGMENT PLATFORM IS INTENDED TO AUGMENT THE EFFICIENCY OF, BUT NOT REPLACE, CUSTOMER’S EXISTING SYSTEMS AND PROCESSES.  AUGMENT DOES NOT REPRESENT OR WARRANT THAT THE AUGMENT PLATFORM WILL BE ERROR-FREE OR THAT THE FOREGOING WILL MEET ANY OF CUSTOMER’S REQUIREMENTS.  

      
      

7. Indemnification

   1. Indemnity by Augment.  Augment will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the Augment Platform as provided by Augment infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by Augment) in connection with any such Claim; provided that (a) Customer will promptly notify Augment of such Claim, (b) Augment will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Augment may not settle any Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability) and (c) Customer reasonably cooperates with Augment in connection therewith.  If the use of the Augment Platform by Customer has become, or in Augment’s opinion is likely to become, the subject of any claim of infringement, Augment may at its option and expense (i) procure for Customer the right to continue using and receiving the Augment Platform as set forth hereunder; (ii) replace or modify the Augment Platform to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate the applicable Order Form and provide a pro rata refund of any prepaid subscription fees corresponding to the terminated portion of the applicable subscription term.  Augment will have no liability or obligation with respect to any Claim to the extent such Claim is caused by (A) compliance with designs, guidelines, plans or specifications provided by Customer; (B) use of the Augment Platform by Customer not in accordance with this Agreement; (C) modification of the Augment Platform by or on behalf of Customer; (D) Customer’s Confidential Information, or (E) the combination, operation or use of the Augment Platform with other products or services where the Augment Platform would not by itself be infringing (clauses (A) through (E), “Excluded Claims”).  This Section states Augment’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.

   2. Indemnification by Customer.  Customer will defend Augment against any Claim made or brought against Augment by a third party arising out of the Excluded Claims, and Customer will indemnify Augment for any damages finally awarded against Augment (or any settlement approved by Customer) in connection with any such Claim; provided that (a) Augment will promptly notify Customer of such Claim, (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without Augment’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Augment of all liability) and (c) Augment reasonably cooperates with Customer in connection therewith.

      
      

8. Limitation of Liability

UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) EXCLUDING CUSTOMER’S PAYMENT OBLIGATIONS, ANY AGGREGATE DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Termination

   1. Term.  The term of this Agreement will commence on the Effective Date and continue until terminated as set forth below.  The initial term of each Order Form will begin on the Subscription Start Date of such Order Form and will continue for the subscription term set forth therein.  Except as set forth in such Order Form, the term of such Order Form will automatically renew for successive renewal terms equal to the length of the initial term of such Order Form, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

   2. Termination.  Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect.  Each party may also terminate this Agreement or the applicable Order Form upon written notice in the event (a) the other party commits any material breach of this Agreement or the applicable Order Form and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days. 

   3. Survival.  Upon expiration or termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such expiration or termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights and confidentiality, technology restrictions, disclaimers, indemnification, limitations of liability and termination and the general provisions below.  Upon expiration or termination of this Agreement, each party will return or destroy, at the other party’s option, any Confidential Information of such party in the other party’s possession or control.  

      
      

10. General

    1. Publicity.  Customer agrees that Augment may refer to Customer’s name and trademarks in Augment’s marketing materials and website; however, Augment will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer’s prior written consent (which may be by email).

    2. Assignment; Delegation.  Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement.  Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void.  Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

    3. Amendment; Waiver.  No amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties.  Any such waiver will be only to the specific provision and under the specific circumstances for which it was given and will not apply with respect to any repeated or continued violation of the same provision or any other provision.  Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

    4. Relationship.  Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship.  Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

    5. Unenforceability.  If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

    6. Governing Law.  This Agreement will be governed by the laws of the State of California, exclusive of its rules governing choice of law and conflict of laws.  This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

    7. Notices.  Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery.  Notices to the parties must be sent to the respective address set forth in the signature blocks below, or such other address designated pursuant to this Section.

    8. Entire Agreement.  This Agreement comprises the entire agreement between Customer and Augment with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written).  No oral or written information or advice given by Augment, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

    9. Force Majeure.  Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control, including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

    10. Government Terms.  Augment provides the Augment Platform, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement.  If Customer is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Augment Platform, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement.  All other use is prohibited and no rights than those provided in this Agreement are conferred.  The Augment Platform was developed fully at private expense.

    11. Interpretation.  For purposes hereof, “including” means “including without limitation”.