Master Services Agreement for Importers

This Agreement governs all Services ordered by Client under any Order Form that references this document. By executing an Order Form, Client agrees to be bound by this Agreement in its entirety.

Questions? Contact legal@truregister.com

1. Services

1.1 Scope

Tru will make the Services available to Client during the Term in accordance with this Agreement. The specific Services, pricing, and Baseline Commitments applicable to Client are set out in each Order Form. The Product-Specific Terms applicable to each selected Service are incorporated into this Agreement by reference and are available at truregister.com/legal/msa-importer.

1.2 Application of This Agreement

This Agreement governs the relationship between Tru and the Client entity that executes an Order Form as an Importer of Record or as a party holding a financial interest in imported merchandise. It applies in full to Client, and to Authorized Users acting on Client's behalf under Client's account.

Client may permit its customs broker, freight forwarder, trade consultant, outside counsel, supplier, or other service provider to access the Services through a Collaborator Account under Section 5.2. Client remains responsible for all activity conducted under its account, including activity by Collaborators.

1.3 Activation

Services are activated upon Tru's countersignature of a completed Order Form. Additional Services may be activated at any time by executing a new or amended Order Form. Each executed Order Form is incorporated into and governed by this Agreement.

1.4 Service Updates

Tru may update, modify, or enhance the features and functionality of any Service at any time. Routine improvements, security patches, and non-material updates may be deployed at any time without prior notice.

(a) Discontinuation. Tru will provide at least 30 days' prior written notice before discontinuing a Service for which Client has an active Order Form. On the effective date of discontinuation, the affected Service terminates automatically and is treated as a termination by Tru for convenience under Section 4.3: the Baseline Commitment and recurring fees for that Service cease as of that date, Tru will refund the pro-rata portion of any fees prepaid for that Service, and Client has no liability for Baseline Commitment fees for that Service for any period thereafter. Where the discontinued Service accounts for 50% or more of the total recurring fees under the affected Order Form, or is the only Service under it, Client may terminate the entire Order Form on written notice given within 30 days of Tru's notice, effective on the date of discontinuation and on the same terms.

(b) Material Reduction. Tru will use commercially reasonable efforts to provide at least 30 days' prior written notice before (i) materially reducing the functionality or performance of a Service beyond nominal changes or routine improvements, or (ii) making changes that materially alter Client's workflows in a way that requires significant operational adjustment. Where such a change materially and adversely affects Client's use of a Service under an active Order Form, Client may terminate that Service — or the entire Order Form, where the threshold in subsection (a) is met — by written notice given within 30 days of the later of Tru's notice and the date the change takes effect. Such termination is treated as a termination by Tru for convenience under Section 4.3 and takes effect on the date specified in Client's notice, which may not be more than 60 days after that notice is given.

(c) Successor Services. Replacement of a Service with a materially equivalent successor Service made available to Client at no additional fee is not a discontinuation under subsection (a) or a material reduction under subsection (b), provided Tru gives notice under subsection (b) and a reasonable migration period.

(d) Exclusions. This Section does not apply to beta, early access, or experimental features, which are governed by Section 9.4, or to changes Tru is required to make to comply with applicable law, regulation, or the requirements of a government agency — provided that where a required change results in discontinuation of a Service, the refund and Baseline Commitment consequences in subsection (a) still apply.

(e) Routine Improvements. The following constitute Routine Improvements for purposes of this Section and are not a discontinuation under subsection (a) or a material reduction under subsection (b), and give rise to no notice obligation, termination right, refund, credit, or other remedy: (i) any change to, replacement of, or retirement of any model, algorithm, ruleset, technique, training or reference data, confidence scoring, ranking method, or threshold used to generate outputs; (ii) any change to the underlying regulatory, tariff, or classification data on which outputs are based, including changes made to reflect amendments to applicable law, tariff schedules, agency guidance, or rulings; and (iii) any resulting change in the content, ordering, granularity, confidence level, formatting, or frequency of outputs, including any change in the output generated for an input previously submitted by Client.

(f) Sole Remedy. Termination and refund under this Section are Client's sole and exclusive remedies for any discontinuation, modification, or reduction of a Service under this Section.

1.5 Not Legal Advice; Not Customs Business; Reasonable Care

Important — Read Carefully

THE SERVICES ARE INFORMATIONAL TOOLS ONLY. Outputs generated by the Tru Platform — including HTS code suggestions, duty estimates, country-of-origin indicators, risk flags, scenario comparisons, and compliance guidance — do not constitute legal advice, customs advice, a binding ruling, or a customs entry, and may not be relied upon as such. Tru is not a licensed customs house brokerage, does not conduct Customs Business as defined at 19 CFR 111.1, and does not act as Client's agent or representative before U.S. Customs and Border Protection or any other customs or government authority. All filing decisions remain exclusively with Client and, where Client is not the filer, with the Importer of Record and the licensed customs broker engaged by Client. Where a Service includes transmission of data to a government authority under Section 6.2, that transmission is a mechanical act performed on Client's instruction and on data Client has confirmed; the determination of what is filed, and responsibility for it, remain exclusively with Client and any licensed customs broker Client engages.

(a) Reasonable Care Remains With Client. Client is the party responsible under 19 U.S.C. § 1484(a)(1) for using Reasonable Care to enter, classify, and value its merchandise and to provide any other information necessary to enable U.S. Customs and Border Protection to assess duties, collect accurate statistics, and determine whether all other applicable legal requirements have been met. Use of the Services does not satisfy, transfer, delegate, or diminish that obligation in any respect. Client must independently review, verify, and apply its own judgment to every output before that output informs any entry, declaration, certification, or other submission to a government authority.

(b) No Privilege. Information Client submits to, and outputs Client receives from, the Services are not protected by the attorney-client privilege or the attorney work-product doctrine by virtue of this Agreement or of Client's use of the Services. Client should consult its own counsel before using the Services to conduct any internal review, self-audit, prior disclosure assessment, or investigation that Client intends to be privileged.

1.6 Technical Support

Tru will provide technical support at the tier specified in the applicable Order Form. Where no support tier is specified, standard support is provided via email at support@truregister.com. Tru will not access or use Client Data to provide technical support without Client's prior consent.

1.7 Security

Tru encrypts all Client Data in transit and at rest and operates its platform in accordance with commercially reasonable information security practices designed to protect the integrity and confidentiality of Client Data.

1.8 Recordkeeping

Client is solely responsible for creating, maintaining, and producing the records it is required to keep under 19 CFR Part 163 and any comparable recordkeeping requirement in any other jurisdiction, including the five-year retention period applicable to entry records. Tru is not a recordkeeper, is not Client's designated recordkeeping agent, and is not certified under 19 CFR § 163.11. The Tru Platform is not a system of record for customs recordkeeping purposes and Client must not rely on it as one. Client is responsible for exporting and independently retaining any data it requires for recordkeeping purposes, and in particular before any termination or expiration under Article 4. Extended retention or scheduled export may be available as a paid option where specified in an Order Form.

2. Client Responsibilities

2.1 Account Administration

Client is responsible for designating administrators for its account, maintaining current administrator contact information, and managing Authorized User access. Client may not permit sharing of account credentials. Client is responsible for all activity occurring under its account, including all use by Authorized Users and Collaborators.

2.2 Client Data

Client represents and warrants that: (a) it has all necessary rights, licenses, and permissions to provide Client Data to Tru; (b) all information Client provides to Tru, including attestations made in connection with any Service, is accurate and complete; (c) use of Client Data under this Agreement will not violate or infringe the rights of any third party; and (d) it is entitled to disclose to Tru any supplier or manufacturer identity, transaction value, cost, or sourcing information it submits, and that such disclosure does not breach any confidentiality obligation Client owes to a third party. Client acknowledges that inaccurate or misleading information may result in a breach of this Agreement and potential legal and financial consequences, including consequences arising under the customs laws.

2.3 Compliance

Client and its Authorized Users may only use the Services in accordance with applicable laws and regulations, this Agreement, and the Documentation. Client is solely responsible for ensuring that its use of the Services — and any outputs derived therefrom — complies with all applicable customs, trade, and regulatory requirements in every jurisdiction in which Client operates. Responsibility for Reasonable Care under Section 1.5(a) remains with Client at all times.

2.4 Acceptable Use

Client must not, and must not permit any Authorized User, Collaborator, or third party to:

1. Create accounts on behalf of other individuals or entities without their express authorization;
2. Reproduce, extract, or systematically harvest Tru's regulatory mappings, classifications, or guidance data in a manner that circumvents normal user workflows or seeks to replicate Tru's proprietary regulatory intelligence outside its intended use;
3. Misrepresent Client's identity, Importer of Record status, importer number, bond status, or the nature of its operations;
4. Use the Services in any manner that would constitute the unauthorized practice of customs brokerage or unlicensed conduct of Customs Business under 19 U.S.C. § 1641;
5. Reverse-engineer, decompile, or derive source code from any part of the Tru Platform;
6. Sell, resell, sublicense, rent, or otherwise make the Services available for the benefit of any third party without Tru's prior written consent;
7. Remove or alter any proprietary notices from the Services.

2.5 Suspension

Tru may suspend Client's, any Authorized User's, or any Collaborator's access to the Services if: (a) such use poses a security risk or may violate the acceptable use requirements above; (b) continued access may adversely affect the Tru Platform, Tru's systems, or any third party; or (c) Client is in material breach of this Agreement. Tru will use commercially reasonable efforts to provide prompt notice and an opportunity to cure before suspension, except where the risk requires immediate action.

3. Fees and Payment

3.1 Fees

Client will pay Tru the fees set out in each applicable Order Form. All fees are due and payable in accordance with the billing frequency and payment method specified in the Order Form. All amounts are in U.S. dollars. All fees paid are non-refundable except as expressly stated in this Agreement.

3.2 Pilot Periods and Baseline Commitments

Where an Order Form specifies a Pilot Period, Client will have access to the applicable Services for that period under the terms and pricing set out in the Order Form, without being subject to a Baseline Commitment. The Baseline Commitment for each Service takes effect at the end of the Pilot Period and is applied from the first full billing period thereafter. Where no Pilot Period is specified, the Baseline Commitment applies from the Services Start Date.

Client will be billed for the Baseline Commitment each billing period regardless of actual usage. Unused Baseline units do not roll over to subsequent periods.

Where termination or expiration takes effect other than at the end of a billing period, the Baseline Commitment fee for that partial period is prorated on a daily basis, and any refund due under Section 4.3 is calculated on the same basis.

3.3 Overages

Usage in excess of the Baseline Commitment in any billing period constitutes Overage and will be billed at the applicable overage rate set out in the Order Form. Overage is calculated at the end of each billing period and invoiced in the following billing cycle. Where this Agreement or an Order Form terminates or expires, Overage accrued during the final (and any partial final) billing period is calculated as of the Effective Date of Termination and invoiced within 15 days thereafter, and is due and payable within the payment terms specified in the applicable Order Form notwithstanding such termination or expiration. Overage is not subject to refund, offset, or proration under Section 4.3, and Overage charges are excluded from any service credit under Appendix B-8.

3.4 Late Payment and Suspension

If Client fails to pay any amount when due, Tru will provide written notice and a brief cure period during which Client's data will remain accessible. Following expiration of that cure period without payment, Tru may suspend access to the Services. Client Data may be subject to automated deletion after a further notice period and, once deleted, will be irrecoverable. Suspension does not waive Tru's right to collect amounts owed.

3.5 Price Changes

Tru may modify its pricing with not less than 30 days' prior written notice to Client. Client's continued use of the Services after the effective date of a price change constitutes acceptance of the revised pricing. If Client does not accept revised pricing, Client may terminate this Agreement in accordance with Article 4 prior to the effective date of the change.

4. Term and Termination

4.1 Initial Term

This Agreement commences on the Effective Date and continues for the initial term specified in the first Order Form (the "Initial Term"), unless earlier terminated in accordance with this Article.

4.2 Automatic Renewal

Upon expiration of the Initial Term and of each renewal term, this Agreement and any active Order Forms will automatically renew for successive periods of the same duration, unless either party provides written notice of non-renewal at least 60 days before the end of the then-current term.

Where the parties agree in writing under Section 4.3 to extend the Effective Date of Termination beyond the end of the then-current term, the Agreement and the affected Order Forms continue in effect until the Effective Date of Termination on the pricing and terms in effect immediately prior to the notice, and that continuation is not a renewal for purposes of this Section.

4.3 Termination for Convenience

Client may terminate an Order Form for convenience on 30 days' prior written notice, provided that Client pays, on or before the effective date of termination, all Baseline Commitment fees that would have become payable for the remainder of the then-current term of that Order Form. Such amounts constitute payment of committed fees and not liquidated damages or a penalty. Tru may terminate this Agreement or any Order Form for convenience at any time on 30 days' prior written notice, in which case: (a) Tru will refund to Client, within 30 days of the effective date of termination, a pro-rata portion of any fees prepaid by Client for Services not yet delivered and consumed as of that date; and (b) Client will have no liability for Baseline Commitment fees attributable to any period after the effective date. Refunds under this Section do not extend to fees for Services already delivered, Overage already incurred, one-time or implementation fees, or SOW fees. Termination under this Section does not affect Section 4.6.

Notwithstanding the notice periods set out above, the parties may, by written agreement signed or confirmed in writing by an authorized representative of each party at or after the time notice of termination is given, shorten or extend the applicable notice period or specify a different effective date of termination.

4.4 Termination for Cause

Either party may terminate this Agreement if the other party: (a) is in material breach of this Agreement and fails to cure that breach within 10 days of receiving written notice (or immediately if the breach is incapable of cure); or (b) ceases its business operations or becomes subject to insolvency, bankruptcy, receivership, or similar proceedings.

Tru may additionally terminate immediately if it has the right to suspend Services under Section 2.5 and the underlying issue is not cured within 10 days, or if termination is required to comply with applicable law or regulation.

4.5 Effect of Termination

Upon termination or expiration of this Agreement for any reason: (a) all rights granted to Client cease immediately; (b) subject to Section 4.3, all outstanding fees become immediately due and payable, including any Baseline Commitment fees accelerated under Section 4.3, all Overage invoiced under Section 3.3, and all fees for Services delivered through the Effective Date of Termination; and (c) each party will promptly return or destroy the other party's confidential information in its possession, except as required to be retained by applicable law. Nothing in this Section limits Tru's refund obligation under Section 4.3, and amounts owed by each party under this Section and Section 4.3 may be set off against one another.

4.6 Data Retention and Deletion

Following termination, Tru will retain Client Data for 30 days during which Client may request an export. After that period, Client Data may be permanently deleted and, once deleted, will be irrecoverable. Tru's retention of Client Data does not satisfy Client's recordkeeping obligations under Section 1.8, and Client is responsible for exporting and independently retaining any records it requires before that period expires. Data committed to a public blockchain pursuant to Section 6.5 cannot be deleted under any circumstances, as such data is irremovable by its nature once recorded on-chain.

4.7 Survival

The following provisions survive termination or expiration of this Agreement for any reason, and continue in full force and effect thereafter: Section 1.5 (Not Legal Advice; Not Customs Business; Reasonable Care); Section 1.8 (Recordkeeping); Section 3.3 (Overage accrued prior to termination); Section 4.3 (payment and refund obligations arising on termination); Section 6.1 (Client Data Ownership); Section 6.3 (Derived Data); Section 6.5 (Blockchain Disclosure, with respect to data already committed); Article 7 (Intellectual Property); Article 8 (Confidentiality, for the period specified therein); Article 9 (Disclaimers and Warranties); Article 10 (Limitation of Liability); Article 11 (Indemnification); Sections 4.5 and 4.6; Article 12 (General Provisions); Section 13 (Definitions); and Appendix B-8 (service credit claims relating to periods prior to termination). Payment obligations accrued prior to termination also survive.

5. Account Types

5.1 Principal Account (Importer)

Client is issued a Principal Account (Importer) granting access to the Services selected in each Order Form. All billing, compliance responsibilities, and liability for Authorized User and Collaborator conduct under this Agreement flow through Client's Principal Account. Client will identify in each Order Form the legal entity or entities, and the corresponding importer of record number or numbers, whose import activity is within the scope of that Order Form.

5.2 Collaborator Accounts

Client may invite its customs broker, freight forwarder, trade consultant, outside counsel, supplier, or other service provider to access Client's account as a Collaborator. Collaborator access is limited to the data and functionality Client designates and exists solely to support Client's own import activity.

Client is responsible for: (a) determining the scope of each Collaborator's access and revoking it when no longer required; (b) all activity conducted under a Collaborator Account; and (c) ensuring that each Collaborator is bound by confidentiality obligations sufficient to protect Client Data.

Granting Collaborator access does not make the Collaborator a party to this Agreement and does not authorize the Collaborator to use Client Data or the Services for any purpose other than supporting Client's own import activity. Where a Collaborator is a licensed customs broker, nothing in this Agreement alters the allocation of responsibility between Client and that broker under their own engagement or under applicable law. A Collaborator may, at a future date, enter into a separate direct agreement with Tru; the terms of any such arrangement are outside the scope of this Agreement.

5.3 No Unauthorized Account Creation

Client may not create accounts on behalf of other individuals or entities without their express prior authorization. Misrepresentation of account ownership or identity is grounds for immediate account termination.

6. Data and Privacy

6.1 Client Data Ownership

Client retains all rights, title, and interest in and to Client Data. This Agreement does not transfer any ownership of Client Data to Tru.

6.2 License to Process

By using the Services, Client grants Tru a limited, non-exclusive, worldwide license to access, process, analyze, and store Client Data solely as necessary to provide the Services and fulfill Tru's obligations under this Agreement. Tru will not sell or share Client Data with third parties without Client's express prior written consent, except as required by applicable law or as necessary to operate the Services, including transmission to or from regulatory agencies such as U.S. Customs and Border Protection, the U.S. Food and Drug Administration, or equivalent bodies in other jurisdictions.

6.3 Derived Data

Tru may use Derived Data for internal product improvement, analytics, and research purposes. Derived Data does not constitute Client Data and does not identify Client, its suppliers, its customers, or any individual. Tru will not incorporate into Derived Data any supplier or manufacturer identity, unit price, transaction value, cost or margin figure, customer list, or other information from which Client's commercial terms or sourcing relationships could reasonably be reconstructed.

6.4 Customer Marketing

Tru may use Client's name and logo on its website and in marketing materials to identify Client as a customer. Client may request removal of such use at any time by written notice to Tru.

6.5 Blockchain Disclosure

Certain features of the Tru Platform may commit data to a public blockchain. By the nature of blockchain technology, data once recorded on-chain is permanent and immutable — it cannot be modified, deleted, retracted, or removed by Tru, Client, or any other party. The platform will display a clear disclosure before any such commitment is made. By confirming a blockchain commitment, Client expressly acknowledges and consents to the permanent, public, and irremovable recording of that data. Client is solely responsible for confirming, before any commitment, that the data being committed does not include supplier identities, transaction values, or other information Client is obliged to keep confidential.

6.6 Privacy Policy

Tru's collection, use, and management of personal information is governed by Tru's Privacy Policy, available at truregister.com/privacy, which is incorporated into this Agreement by reference.

7. Intellectual Property

7.1 Tru's Ownership

All intellectual property rights in the Services, the Tru Platform, the Compliance Graph, underlying technology, classification logic, and related Documentation are and remain the exclusive property of Tru Identity, Inc. or its licensors. This Agreement does not grant Client any ownership interest in the Services or the Tru Technology.

7.2 License to Client

Subject to Client's compliance with this Agreement and timely payment of all applicable fees, Tru grants Client a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the Term for Client's standard business practice as an Importer of Record, in respect of the import activity of Client.

7.3 Custom Work Product

Unless otherwise agreed in the applicable SOW, all work product developed by Tru under a SOW is and remains the exclusive intellectual property of Tru. Upon full payment of applicable SOW fees, Tru grants Client a limited, non-exclusive, non-transferable license to use such deliverables solely in connection with the Services. Tru retains the right to incorporate methodologies and know-how derived from custom engagements into its general platform.

7.4 Feedback

Client may submit feedback, suggestions, or ideas regarding the Services to Tru. Client acknowledges that Tru may, at its discretion, use, modify, and incorporate such feedback into its products and Services without obligation to Client.

8. Confidentiality

8.1 Definition

"Confidential Information" means any business or technical information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") under this Agreement that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Non-public information about the Tru Technology and Service pricing constitutes Tru's Confidential Information. Client Data constitutes Client's Confidential Information, including Client's supplier and manufacturer identities, sourcing information, product specifications, unit costs, and transaction values. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party before receipt; (c) is received from a third party not under a confidentiality obligation; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

8.2 Obligations

The Receiving Party will: (a) use the Disclosing Party's Confidential Information only for purposes permitted under this Agreement; and (b) limit disclosure to employees, contractors, and advisors who need access for a purpose permitted under this Agreement and who are bound by confidentiality obligations at least as protective as those in this Agreement. Each party is responsible for its representatives' compliance. These obligations survive for five years following expiration or termination of the applicable Order Form.

8.3 Compelled Disclosure

A Receiving Party may disclose Confidential Information when required by law or court order, provided that the Receiving Party gives the Disclosing Party prompt prior written notice (to the extent permitted by law) and reasonable assistance to contest or limit the disclosure.

8.4 Equitable Relief

The parties acknowledge that breach of this Article may cause irreparable harm for which monetary damages would be an inadequate remedy. Either party may seek immediate equitable relief to prevent or enjoin such breach, in addition to any other remedies available at law.

9. Disclaimers and Warranties

9.1 As-Is Basis

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. TRU EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TRU AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES WILL BE ACCURATE, COMPLETE, OR UNINTERRUPTED, OR THAT ANY PARTICULAR OUTPUT WILL ACHIEVE ANY INTENDED RESULT.

9.2 No Warranty of Accuracy

The accuracy of platform outputs is dependent on the accuracy and completeness of the information provided by Client. Client is solely responsible for verifying all outputs before relying on them for any customs filing, commercial transaction, or regulatory purpose, consistent with Section 1.5(a).

9.3 Client Representations and Warranties

Client represents and warrants that: (a) it has the legal authority to enter into this Agreement and to bind its organization; (b) all information Client provides to Tru is accurate and complete; and (c) Client's use of the Services will comply with all applicable laws and regulations.

9.4 Beta Features

Certain features may be designated as beta, early access, or experimental. Such features are provided as-is with no warranty of any kind. Tru may change, discontinue, or limit access to beta features at any time without notice or liability.

Beta Features are excluded from: (i) the Uptime Commitment and service credits under Appendix B-8, and from all Downtime calculations; (ii) the support commitments in Section 1.6; and (iii) Section 1.4, and no notice, refund, termination right, or other remedy under Section 1.4 applies to any Beta Feature.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRU IDENTITY, NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH: (A) CLIENT'S ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON OR THROUGH THE SERVICES; (C) ANY CONTENT OR OUTPUTS OBTAINED FROM THE SERVICES; OR (D) UNAUTHORIZED ACCESS TO, USE OF, OR ALTERATION OF CLIENT'S TRANSMISSIONS OR DATA — WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT TRU HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10.2 Aggregate Liability Cap

TRU'S TOTAL AGGREGATE LIABILITY TO CLIENT UNDER OR IN CONNECTION WITH THIS AGREEMENT — WHETHER IN CONTRACT, TORT, WARRANTY, OR ANY OTHER THEORY — SHALL NOT EXCEED THE GREATER OF: (A) USD $5,000; OR (B) THE TOTAL FEES ACTUALLY PAID BY CLIENT TO TRU AND NOT REFUNDED THAT ARE ATTRIBUTABLE TO SERVICES DELIVERED BY TRU DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR THE AVOIDANCE OF DOUBT, AMOUNTS PAID BY CLIENT UNDER SECTION 4.3 IN RESPECT OF PERIODS AFTER THE EFFECTIVE DATE OF TERMINATION ARE EXCLUDED FROM THIS CALCULATION.

10.3 Duties, Penalties, and Import Consequences

FOR THE AVOIDANCE OF DOUBT, AND WITHOUT LIMITING SECTIONS 10.1 AND 10.2, TRU HAS NO LIABILITY FOR, AND CLIENT IS SOLELY RESPONSIBLE FOR: ANY DUTY, TAX, FEE, OR INTEREST ASSESSED ON CLIENT'S MERCHANDISE, INCLUDING ANY ANTIDUMPING OR COUNTERVAILING DUTY DEPOSIT OR ASSESSMENT; ANY PENALTY, CLAIM, OR PROCEEDING UNDER 19 U.S.C. § 1592, 19 U.S.C. § 1595a, OR ANY COMPARABLE PROVISION IN ANY JURISDICTION; ANY LIQUIDATED DAMAGES OR CLAIM AGAINST CLIENT'S CUSTOMS BOND; ANY SEIZURE, DETENTION, EXCLUSION, REDELIVERY, OR DESTRUCTION OF MERCHANDISE; ANY DEMURRAGE, STORAGE, DELAY, OR REWORK COST; ANY LOSS OF PREFERENTIAL TARIFF TREATMENT OR OF ELIGIBILITY FOR ANY EXCLUSION; AND ANY LOSS ARISING FROM A CLASSIFICATION, VALUATION, ORIGIN, MARKING, OR ADMISSIBILITY DETERMINATION MADE BY CLIENT. THIS SECTION APPLIES WHETHER OR NOT THE DETERMINATION AT ISSUE WAS INFORMED BY AN OUTPUT OF THE SERVICES.

10.4 Essential Basis

Client acknowledges that the liability limitations set out in this Article reflect a reasonable allocation of risk between commercial parties and are an essential basis of the bargain between the parties. Tru would not have entered into this Agreement without these limitations.

11. Indemnification

11.1 By Client

Client agrees to indemnify, defend, and hold harmless Tru Identity, its affiliates, officers, directors, employees, consultants, agents, and suppliers from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client's use of the Services; (b) Client's violation of this Agreement; (c) Client's violation of any applicable law or regulation, including the customs laws of any jurisdiction; (d) any inaccurate or misleading information provided by Client to Tru; (e) infringement of any intellectual property or other right of any person or entity by Client, any Authorized User, or any Collaborator of Client's account; or (f) any duty, tax, penalty, liquidated damages, or bond claim of the kind described in Section 10.3.

11.2 Procedure

Tru will provide Client with prompt written notice of any claim subject to indemnification under this Article. Client will have the right to assume control of the defense of such claim with counsel reasonably acceptable to Tru, provided that Tru may participate with counsel of its own choosing at its own expense. Client may not settle any claim in a manner that imposes obligations or restrictions on Tru, or includes an admission of liability on Tru's part, without Tru's prior written consent.

12. General Provisions

12.1 Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of New York, without regard to its conflict of law principles. The parties will attempt to resolve any dispute informally by escalating the matter to senior representatives within 15 days of written notice. If the dispute is not resolved informally, it will be submitted to final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by a single arbitrator, in New York, NY, in English. Either party may seek injunctive relief in court at any time without first engaging in informal resolution. The parties consent to the exclusive jurisdiction of the state and federal courts of New York County for any such proceedings.

12.2 Amendment

This Agreement may be modified by a written instrument signed by authorized representatives of both parties, except that Tru may update referenced policies (such as the Privacy Policy or Product-Specific Terms) by posting updated versions at truregister.com/legal/msa-importer, with at least 30 days' written notice to Client for any material change. Client's continued use of the Services after the applicable notice period constitutes acceptance of the updated terms.

12.3 Assignment

Either party may assign this Agreement in its entirety, without the other party's consent, to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any other attempted assignment is void. This Agreement will bind and benefit each party's permitted successors and assigns.

12.4 Notices

Notices required under this Agreement must be in writing and are deemed delivered: (a) upon receipt if delivered by hand; (b) one business day after sending by nationally recognized overnight courier; or (c) upon transmission by email with written confirmation of receipt.

Notices to Tru: legal@truregister.com or Tru's registered address.

Notices to Client: the billing contact specified in the applicable Order Form.

12.5 Order of Precedence

In the event of a conflict between the documents comprising this Agreement, the documents control in the following order: (1) the applicable Order Form; (2) this Master Services Agreement; (3) the Product-Specific Terms; (4) the Documentation.

12.6 Entire Agreement

This Agreement, together with all Order Forms and SOWs incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral, relating to the same subject matter.

12.7 Waiver and Severability

No failure or delay by either party in exercising any right under this Agreement constitutes a waiver of that right. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

12.8 Force Majeure

Neither party will be liable for delays or failures in performance to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, government action, labor disputes, or internet or infrastructure outages, provided the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.

12.9 Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Without limiting the foregoing, Tru is not Client's agent for any customs, trade, or regulatory purpose. There are no third-party beneficiaries under this Agreement.

12.10 Counterparts

Any Order Form or SOW may be executed in counterparts, including by electronic signature, each of which is an original and all of which together constitute one instrument.

12.11 Export Compliance

The Services may be subject to export laws and regulations. Client is responsible for compliance with all applicable export and import regulations regarding its and its Authorized Users' use of the Services.

13. Definitions

The following terms have the meanings given below wherever they appear in this Agreement or in any Order Form.

"Agreement" — This Master Services Agreement, together with all exhibits and policies incorporated herein by reference, as updated by Tru from time to time in accordance with Section 12.2.

"Authorized Users" — Employees or contractors of Client, who are permitted by Client to access the Services under Client's account. Collaborators granted access under Section 5.2 are treated as Authorized Users for purposes of Client's responsibility under Sections 2.1, 2.4, and 5.2.

"Baseline Commitment" — The minimum usage volume purchased by Client for a given Service in a billing period, as specified in the Order Form. Where a Pilot Period applies, the Baseline Commitment takes effect at the end of the Pilot Period.

"Client Data" — All data, records, and content uploaded, submitted, or generated by Client or its Authorized Users through the Services.

"Collaborator" — A customs broker, freight forwarder, trade consultant, outside counsel, supplier, or other service provider granted access to Client's account under Section 5.2 to support Client's own import activity. A Collaborator is not a party to this Agreement.

"Compliance Graph" — Tru's proprietary database of HTS codes, tariff schedules, import requirements, and related trade-regulatory data.

"Customs Business" — Has the meaning given at 19 CFR 111.1, and includes the recognized equivalent activity in any other jurisdiction in which Client uses the Services.

"Derived Data" — Aggregated, de-identified data derived from Client Data that does not identify Client, its suppliers, its customers, or any individual, and that excludes the categories listed in Section 6.3.

"Documentation" — Written documentation, user guides, and policies made available by Tru in connection with the Services.

"Effective Date" — The date Client executes the first Order Form that references this Agreement.

"Importer of Record" — The party responsible under 19 U.S.C. § 1484 for making entry of merchandise and for the accuracy of the information provided in connection with that entry, holding the corresponding importer of record number, or the recognized equivalent party in any other jurisdiction.

"Order" — A discrete purchase order, commercial invoice, sales order, or shipment record submitted to a Service, identified by a unique identifier in accordance with Appendix B-4.

"Order Form" — A written order form executed by both parties that activates specific Services, sets pricing, Baseline Commitments, any applicable Pilot Period, and the billing cycle, and incorporates this Agreement by reference.

"Overage" — Usage of a Service in excess of the applicable Baseline Commitment in any given billing period.

"Partner Government Agency" or "PGA" — Any government agency other than the primary customs authority with jurisdiction over the admissibility, licensing, marking, labeling, or reporting of imported merchandise, including in the United States the Food and Drug Administration, the U.S. Department of Agriculture, the Environmental Protection Agency, the Consumer Product Safety Commission, the Department of Transportation, the Alcohol and Tobacco Tax and Trade Bureau, and the Fish and Wildlife Service, and their equivalents in other jurisdictions.

"Pilot Period" — A defined period, if specified in an Order Form, during which Client has access to designated Services without a Baseline Commitment, typically for the purpose of evaluating the Services prior to full commercial deployment.

"Product-Specific Terms" — The supplementary terms for each Service, published alongside this Agreement at truregister.com/legal/msa-importer. Only the sections corresponding to Services selected in an Order Form apply to Client.

"Reasonable Care" — The standard of care imposed on the Importer of Record by 19 U.S.C. § 1484(a)(1), and the recognized equivalent standard in any other jurisdiction in which Client imports merchandise.

"Services" — The software products and platform features made available by Tru under this Agreement, as selected in each Order Form and described in the applicable Product-Specific Terms.

"SOW" — A written Statement of Work executed by both parties describing the scope, deliverables, timeline, and fees for custom development or integration work.

"Term" — The period during which this Agreement is in effect, as described in Article 4.

"Tru Platform" — Tru's proprietary software platform, infrastructure, Compliance Graph, and related technology through which the Services are delivered.

"Tru Technology" — The Services, Documentation, Tru Platform, and Tru's trademarks, logos, and other brand features.

Appendix A - Order Form

The fully-executed Order Form that references this MSA shall be inserted here as Appendix A to this Agreement.

Each Order Form will specify, at minimum: the legal entity or entities and importer of record number or numbers within scope; the Services activated; the unit of measure and Baseline Commitment for each Service; overage rates; the billing cycle; any Pilot Period; the support tier; and any uptime tier and credit schedule applicable under Appendix B-8.

Appendix B - Product Specific Terms (PST)

Only the sections below corresponding to Services activated in Client's Order Form apply to Client. These terms are incorporated into the Agreement by reference. Section numbering is maintained in common across Tru's Master Services Agreements; a section marked "Reserved" is not available to Importer accounts.

B-1 Product Lookup

Availability: Importer accounts.

Product Lookup provides access to Tru's Compliance Graph for research, validation, and guidance on HTS codes and related trade data, including plain-language import requirement guidance across supported jurisdictions. Coverage is managed on a market-by-market basis and may change; current jurisdiction coverage is disclosed at onboarding and updated in the platform.

Client Attestations

Tru surfaces HTS code determinations to Client. Client represents and warrants that: (a) all information provided to Tru, including attestations, is accurate and complete; and (b) it has authority to make attestations on behalf of its organization.

Product Lookup outputs are informational. They do not constitute a customs entry, a binding ruling under 19 CFR Part 177, or legal advice, and they do not relieve Client of its Reasonable Care obligation under Section 1.5(a).

B-2 Sheets

Availability: Importer accounts.

Sheets enables the rapid screening, validation, and correction of bulk product and shipment records in advance of customs filing, presented in a spreadsheet-style interface. Data processed through Sheets can be exported to other Tru modules or supported third-party integrations.

Filing Responsibility

Customs regulations — including 19 U.S.C. § 1484 (Reasonable Care) and 19 U.S.C. § 1592 (material false statements and omissions) in the United States, and R.S.C. 1985, c. 1 (2nd Supp.) in Canada — require that the Importer of Record and/or the responsible Customs Broker provide accurate information to customs authorities. Where Client is the Importer of Record, that obligation rests with Client and is neither shared with nor assumed by Tru.

Client is solely responsible for: (a) the accuracy of all data submitted to Sheets; (b) any independent verification required before using Sheets outputs as the basis for a customs entry or for data transmitted to Client's customs broker; and (c) all decisions regarding what information is actually filed. Sheets is a risk-analysis and data-management tool only.

B-3 Detect and Correct API

Availability: Importer accounts.

The Detect and Correct API enables programmatic identification and remediation of non-compliant or high-risk data fields within product records. API responses are informational and do not constitute a customs filing or legal advice.

Client represents and warrants that: (a) all data submitted for processing is data Client is duly authorized to process; and (b) Client will not use API outputs as the sole basis for any customs entry or for any data transmitted to its customs broker without independent verification.

B-4 Fix and Ship API

Availability: Importer accounts.

The Fix and Ship API provides automated remediation and data normalization of Order records prior to transmission for customs filing. Filing responsibility remains exclusively with Client as Importer of Record, and with any licensed customs broker Client engages, at all times. Fix and Ship API outputs are informational only; Client alone decides what information is filed with customs authorities.

To maintain service quality and prevent misuse, the Fix and Ship API applies a 5-product limit per Order for billing purposes. An Order exceeding this threshold will incur one additional Order charge for every increment of up to 5 products beyond the initial 5, assessed within the then-current billing period.

For avoidance of doubt, an Order containing 1–5 products counts as one Order; 6–10 products counts as two; 11–15 products counts as three; and so on.

Order Identification Requirement

Client must provide a valid, unique identifier for each transmitted Order, being at least one of: (a) purchase order number; (b) commercial invoice number; (c) sales order number; (d) house air waybill, ocean waybill, master air waybill, master ocean waybill, or master bill of lading number; or (e) courier or postal tracking number.

Client must apply its chosen identifier convention consistently. Resubmission of the same underlying Order under a different identifier is billable as a separate Order.

B-5 Reserved

Not available to Importer accounts.

B-6 Reserved

Not available to Importer accounts.

B-7 Customizations, Integrations & Additional Functionality

Availability: Importer accounts.

Custom development work, platform integrations, and functionality beyond the standard Services are available under a separate SOW executed by both parties. Each SOW will specify the scope, deliverables, timeline, acceptance criteria, and applicable fees, and will be incorporated into this Agreement by reference. No custom work will commence until both parties have signed a SOW and Client has paid any required deposit.

Intellectual Property

Unless otherwise agreed in the applicable SOW: (a) all custom work product is and remains the exclusive intellectual property of Tru Identity, Inc.; (b) upon full payment, Tru grants Client a limited, non-exclusive, non-transferable license to use such deliverables solely in connection with the Services; and (c) Tru retains the right to incorporate learnings and methodologies from custom engagements into its general platform.

B-8 Service Level Agreement

Availability: Importer accounts.

A Service Level Agreement ("SLA") is available to Clients who require formal service metric commitments, and is activated by request. Tru currently offers an uptime commitment only; no other service metric is committed under this Agreement.

The specific uptime tier, credit schedule, and any additional metrics applicable to a given Client are set out in Appendix A.

Uptime Commitment

Tru will use commercially reasonable efforts to ensure that the Tru Platform is available to Client in accordance with the uptime percentage specified in Appendix A (the "Uptime Commitment"). Where no specific percentage is stated in Appendix A, the default Uptime Commitment is 99.9%, measured on a calendar-month basis.

"Uptime" means the percentage of total minutes in a calendar month during which the Tru Platform is available and operational, calculated as:

Uptime % = ((Total Minutes − Downtime Minutes) ÷ Total Minutes) × 100

"Downtime" means a period during which the purchased components of the Tru Platform are unavailable to Client, as confirmed by Tru's monitoring systems. Degraded performance, partial feature unavailability, or slowdowns do not constitute Downtime for the purpose of this section.

Exclusions

The following are excluded from Downtime calculations and do not count against the Uptime Commitment:

1. Planned Maintenance: Scheduled maintenance windows notified to Client at least 48 hours in advance via email or in-platform notice;
2. Emergency Maintenance: Urgent unplanned maintenance required to address an active security threat, data integrity risk, or critical infrastructure failure, provided Tru gives notice as soon as reasonably practicable;
3. Client-Caused Incidents: Unavailability resulting from Client's acts or omissions, misconfiguration, or use of the Services in a manner inconsistent with the Documentation;
4. Third-Party Dependencies: Unavailability caused by third-party services, APIs, or infrastructure outside Tru's reasonable control, including internet service providers, payment processors, and government agency systems;
5. Force Majeure: Events covered by Section 12.8 of the Agreement.

Service Credits

If Tru fails to meet the Uptime Commitment in any calendar month, Client's sole and exclusive remedy is a service credit applied to the following period's invoice. The credit percentage applicable to each downtime tier is set out in the Order Form in Appendix A.

Credits do not apply to Overage charges, one-time fees, or SOW fees. Credits have no cash value and may not be exchanged for a refund.

Claiming a Credit

To receive a service credit, Client must submit a written request to support@truregister.com within 15 days of the end of the calendar month in which the Downtime occurred. The request must include the dates and times of the claimed Downtime and a description of the impact. Tru will review the request against its monitoring records and respond within 10 business days. Credits will not be issued for requests submitted outside the 15-day window.

Measurement and Reporting

Tru measures uptime using its internal monitoring infrastructure. Upon request, Tru will provide Client with access to monitoring data in either historical fashion on a monthly basis, or with access to live reporting. Tru's monitoring records are the sole basis for uptime calculations under this section.

Exclusive Remedy

Service credits are Client's sole and exclusive remedy for any failure by Tru to meet the Uptime Commitment. Nothing in this section creates liability beyond the credit amounts described above or modifies the limitations set out in Section 10 of the Agreement.