MASTER SERVICES AGREEMENT
This Master Services Agreement (“Agreement”) is entered into by and between Polt AI, Inc. (“Polt”) and
Customer (as defined in the Order). This Agreement governs the access to and use of Polt’s transportation
management system (“TMS”) and related services (“Services”) as detailed below.
BY CREATING AN ACCOUNT, ACCESSING, OR CONTINUING TO USE THE SERVICES
PURSUANT TO THIS AGREEMENT OR AN EXISTING AGREEMENT, OR CLICKING THAT YOU
AGREE WHEN PROMPTED BY POLT, YOU AGREE TO BE BOUND BY THE FOLLOWING
MASTER SUBSCRIPTION AGREEMENT, AND ANY APPLICABLE SCHEDULES THAT FORM A
PART HEREOF (“MSA”). IF YOU ARE ENTERING INTO THIS MSA ON BEHALF OF A COMPANY
OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND
SUCH ENTITY TO THIS MSA, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER
TO SUCH ENTITY AND TO CUSTOMER AS DEFINED IN THE ORDER EXECUTE.
CONTEMPORANEOUSLY HEREWITH.
1. Term. This Master Services Agreement (“Agreement”) is entered into and effective as of the
Subscription Start Date set forth in the Order (“Effective Date” for purposes of this MSA). The
“Subscription Term” means the period commencing on the Subscription Start Date and ending on the
Expiration Date set forth in the Order, including any Renewal Term. Where an Order specifies a Billing
Start Date that is later than the Subscription Start Date, Customer’s obligation to pay recurring Subscription
Fees and any Usage Fees shall commence on the Billing Start Date. All One-Time Fees, including without
limitation any Fees listed under the Professional Services section of the Order Summary or otherwise
designated as a one-time, setup, onboarding, or implementation charge in the applicable Order, are due and
payable in full within three (3) days of the Order Date. Subject to the terms of this Agreement, beginning
with the Subscription Start Date through the remainder of the Subscription Term, Polt will use commercially
reasonable efforts to provide Customer the Services.
2. License to Services. Subject to the payment of all Fees as and when due under this Agreement, and
Polt’s rights to suspend and terminate the Services as set out in the Terms of Use and herein below, Polt
hereby grants to Customer a non-exclusive, revocable, non-transferable (except as expressly permitted in
the Terms of Use), non-sublicensable, limited right to use and access the Services in the United States
during the Subscription Term, solely for Customer’s internal business operations and in each case in
accordance with the relevant documentation.
3. Provision of Access to Services. Upon the Subscription Start Date, Customer shall be provided
with User Credentials (or otherwise provided with the means to generate User Credentials), following which
Customer may allow its Authorized Users to use the Services for the purposes set out in this MSA, and
Customer is responsible for their compliance with the terms set out herein.
4. Service Levels and Support.
a. Service Levels. Subject to the terms of this Agreement, beginning with the Subscription Start
Date through the remainder of the Subscription Term, Polt will use commercially reasonable efforts to make
the Services available at least 99% of the time, measured on an annual basis; provided, however, that the
following are excepted from availability commitments: (i) scheduled maintenance (with regard to which
Polt will use commercially reasonable efforts to provide at least 24 hours advance notice), and (ii) routine
maintenance times currently scheduled for every Friday, 10:01 p.m. to 04:00 a.m. (Pacific Time) and as
otherwise specified by Polt, and (iii) any unavailability caused by force majeure events or circumstances
beyond Polt’s reasonable control (e.g., Internet Service Provider failures, third-party platform outages,
denial of service attacks, etc.).
b. Support. Subject to the terms hereof, Polt will provide Customer with reasonable technical
support services in accordance with Polt’s standard practices.
5. Subscription Term and Auto-Renewal. At the end of the Subscription Term, this Agreement shall
automatically renew for successive twelve (12) month periods (each a “Renewal Term”) unless either party
provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current
Subscription Term. Each Renewal Term shall be subject to the Fee adjustments described in Section 6(c).
6. Fees and Payment.
a. Fees. Customer shall pay Polt the following Fees for the Services: One-Time Fees, recurring
Subscription Fees, Usage Fees, and any other charges as set forth in the applicable Order (collectively,
“Fees”). Fees may be structured based on subscription tiers, included usage quantities, consumption
metrics, operational activity processed through the Services, or other pricing parameters defined in an
applicable Order; provided that where an Order specifies a Billing Start Date, recurring Subscription Fees
and any Usage Fees shall not commence until that date.
Unless otherwise expressly stated in the applicable Order, all pricing and Fees are based on payment
by Customer via automated clearing house (“ACH”) transfer or other electronic bank transfer method
approved by Polt (“ACH Payment”). Customer shall maintain a valid ACH Payment method on file and,
upon Polt’s request, execute any authorization reasonably required to permit ACH Payment for amounts
due under this Agreement and any applicable Order.
If an Order includes a specified quantity of included usage for a subscription tier, Customer may
exceed such included usage and will be charged the applicable overage or usage-based Fees specified in
the Order for such additional usage. Unless otherwise expressly stated in the applicable Order or in this
Agreement (including Section 6(i) with respect to AI/ML Usage Fees), usage-based or overage Fees,
including Overage Load Fees, will be calculated on a monthly basis in arrears based on Customer’s actual
usage of the Services during the applicable billing period. All Fees are non-refundable, irrevocable, and
non-recoupable, except as expressly stated otherwise in this Agreement.
If Customer elects, with Polt’s consent or as otherwise permitted by the applicable Order, to pay
any invoice or portion thereof by credit card rather than by ACH Payment, Polt will assess a convenience
fee equal to 3% of the amount paid by credit card. Any such convenience fee shall be invoiced or charged
as a separate line item and shall be deemed part of the Fees due hereunder.
b. Definition of Load. For purposes of this Agreement and any applicable Order, a “Load” means
a freight shipment record created, processed, managed, tracked, executed, or otherwise handled through the
Services, including through automated workflows, integrations, application programming interfaces
(APIs), or artificial intelligence-assisted features of the platform. Each unique shipment record processed
through the Services will be counted as one Load for billing purposes.
c. Annual Fee Adjustments. Beginning on the first anniversary of the Subscription Start Date
and on each anniversary thereafter during the Subscription Term and any Renewal Term, the Fees for the
Services, including Subscription Fees, minimum quantity pricing tiers, recurring platform Fees, and any
usage-based or consumption-based Fees identified in an applicable Order, shall automatically increase by
the greater of: (i) five percent (5%); or (ii) the percentage increase in the Consumer Price Index for All
Urban Consumers (CPI-U), U.S. City Average, as published by the U.S. Bureau of Labor Statistics,
measured over the twelve (12) months immediately preceding the adjustment date. The adjusted Fees shall
become the “then-current Fees” for purposes of this Agreement and any applicable Order. Polt will provide
Customer with at least thirty (30) days’ prior written notice of any such adjustment. For clarity, the annual
fee adjustments described in this Section apply notwithstanding any subscription term length specified in
an Order unless the Order expressly states that such adjustments are waived.
d. No Price Hold. Except where an Order expressly states that a particular Fee is fixed for a
specified period and expressly waives the annual adjustment described in Section 6(c), Customer
acknowledges that the Fees set forth in an Order represent the pricing applicable as of the Subscription Start
Date only. Nothing in this Agreement or any Order shall be interpreted to limit Polt’s ability to apply the
annual fee adjustments described in Section 6(c) or other permitted pricing adjustments under this
Agreement.
e. Invoicing and Payment. Polt will invoice Customer for Fees in accordance with the billing
frequency and terms set forth in the applicable Order. Unless otherwise specified in an Order, recurring
Fees are invoiced in advance of the applicable service period and are due upon receipt. All One-Time Fees
set forth in an Order are due and payable within three (3) days of the Order Date. All other One-Time Fees,
including those arising from additional or custom integrations, professional services, or other work ordered
after the initial Order Date, are due and payable within three (3) days of the applicable invoice date.
f. Late Payments. Any undisputed Fees not received from Customer by the due date will accrue
late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by
law, whichever is lower.
g. Suspension for Non-Payment. In addition to any other rights and remedies, Polt reserves the
right to suspend Customer’s access to the Services if Customer’s account becomes more than thirty (30)
days past due on any undisputed amount. Polt will provide at least five (5) days’ prior written notice before
suspending the Services for non-payment. Customer acknowledges that Polt’s obligation to provide the
Services is contingent upon Customer’s timely payment of all undisputed Fees.
h. Taxes and Shipping. All Fees are exclusive of any applicable taxes, shipping, levies, duties,
or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes,
assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all
Taxes and shipping charges associated with its purchases hereunder.
i. AI/ML Usage Fees. Certain features of the Services utilize artificial intelligence and machine
learning capabilities (“AI/ML Features”). If Customer enables, accesses, or uses any AI/ML Features
identified in an Order, Customer agrees to pay the applicable usage-based Fees for such AI/ML Features
(“AI/ML Usage Fees”) as set forth in the Order. AI/ML Usage Fees are calculated and billed as follows:
(1) Measurement Period: AI/ML Usage Fees are calculated on a monthly basis in arrears,
based on Customer’s actual use of the relevant AI/ML Features during the prior calendar month (or
such other measurement period as specified in the Order).
(2) Usage Tracking: Usage is measured and recorded automatically by the Services based on
operational metrics specified in the Order (e.g., number of AI-assisted loads created, number of AI
check calls completed, number of loads tracked by ML).
(3) Invoicing: Polt will invoice AI/ML Usage Fees on a monthly basis, together with any
other Fees then due under the applicable Order or in a separate invoice, as determined by Polt.
Unless otherwise specified in an Order, AI/ML Usage Fees are due upon receipt.
(4) Transparency: Polt will provide Customer with reasonable access to usage reports
showing the calculation of AI/ML Usage Fees for each billing period. Polt’s usage records and
system logs for AI/ML Features shall be authoritative for billing purposes, subject to any good-
faith billing dispute submitted by Customer within thirty (30) days after the applicable invoice date.
(5) Provider Costs: Polt may rely on third-party service providers to deliver certain AI/ML
Features. Customer acknowledges that AI/ML Usage Fees are set by Polt in its discretion and may
reflect (a) underlying metered usage and pricing from such providers and (b) an additional platform,
service, or margin component. Polt may adjust AI/ML Usage Fees no more than once per calendar
quarter upon at least thirty (30) days’ advance written notice to Customer to reflect changes in the
underlying provider’s pricing, metering methodology, or Polt’s own cost of providing the AI/ML
Features.
AI/ML Usage Fees are non-refundable once incurred. Customer may enable or disable AI/ML Features at
any time through the Services platform or by written notice to Polt. Upon disabling a particular AI/ML
Feature, AI/ML Usage Fees for that feature will cease to accrue prospectively from the effective date of
such disablement, but disabling an AI/ML Feature will not (a) affect Customer’s obligations to pay any
Fees (including AI/ML Usage Fees) incurred prior to disablement or (b) modify Customer’s obligations
with respect to any other Services or AI/ML Feature under the Order or this Agreement.
For clarity, AI/ML Usage Fees are in addition to, and do not replace, any Overage Load Fees or other usage-
based Fees that may be billed on a monthly basis under Section 6(a) or as otherwise set forth in an applicable
Order.
7. Customer Responsibilities.
a. User Credentials. Customer is responsible for keeping its User Credentials secure and
confidential and shall, where applicable, take steps to ensure that all Authorized Users do the same.
Customer is (and, where applicable, each Authorized User is) prohibited from selling or transferring (or
seeking to sell or transfer) any User Credentials to any other person or entity. Customer is responsible for
maintaining the security of Customer’s access credentials and passwords and will promptly notify Polt if
Customer becomes aware of any unauthorized access to User Credentials. Customer is responsible for
maintaining and managing its User Credentials and authorized account administrators. Customer is
responsible for all use of Customer’s user accounts, whether such use is with or without Customer’s
knowledge or consent.
b. Lawful and Internal Use. Customer represents, covenants, and warrants that Customer will
use the Services only in compliance with all applicable laws and regulations. Customer shall not (and shall
not permit any Authorized Users to), either directly or indirectly, in whole or in part use the Services, for
any purpose other than as set out in or as otherwise permitted by this MSA. Although Polt has no obligation
to monitor Customer’s use of the Services, Polt may do so and may prohibit any use of the Services it
believes may be (or is alleged to be) in violation of the foregoing. Customer may only use the Services for
Customer’s internal business purposes and not for the benefit of any other person or entity. Customer
acknowledges that certain Services may require use of Polt’s mobile application. To use Polt’s mobile
application, Customer must agree to Polt’s standard Terms of Use and Privacy Policy for Polt’s mobile
application.
c. No Reverse Engineering. Customer shall not, directly or indirectly: reverse engineer,
decompile, disassemble or otherwise attempt to discover the source code, object code or underlying
structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data
related to the Services (“Software”); modify, translate, or create derivative works based on the Services or
any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for
the benefit of a third party; or remove any proprietary notices or labels on the Services.
d. Messaging Compliance. If Customer utilizes SMS or other messaging features through the
Services, Customer is solely responsible for compliance with all applicable laws, regulations, and carrier
requirements (including the TCPA and CTIA guidelines). This responsibility includes, without limitation,
brand and 10-Digit Long Code (10DLC) registration, consent (“opt-in”) management, and honoring all
opt-out mechanisms. Customer agrees to provide Polt with all necessary and accurate information required
for such registrations. Customer shall defend, indemnify, and hold harmless the Indemnified Parties (as
defined in Section 19(a)) from any claims, fines, penalties, damages, and expenses (including reasonable
attorneys’ fees) arising from a breach of these obligations. Polt reserves the right to suspend or terminate
Customer’s access to messaging features if it reasonably believes a breach of this section has occurred.
e. Transportation Regulatory Compliance. Customer acknowledges and agrees that Polt acts
solely as a neutral technology platform and software provider. Polt does not act as a property broker, freight
forwarder, carrier, or other regulated entity, nor does it assume responsibility for any transportation services.
Each Customer is solely and exclusively responsible for ensuring any transaction it enters into complies
with all applicable transportation laws and regulations, including those set forth by the Federal Motor
Carrier Safety Administration (“FMCSA”) and Department of Transportation (“DOT”) and any other
regulation or statute whether Federal, State, or local. This responsibility includes, without limitation,
verifying the authority, insurance, and safety ratings of any party with whom it chooses to transact. Any
contract for carriage is strictly between the transacting users, and Polt shall not be a party to any such
agreement.
f. Competitive Use Restriction. Customer shall not use the Services, or any outputs, analytics,
data, performance characteristics, workflows, or system behavior derived from the Services, to develop,
train, validate, benchmark, or improve any product or service that competes with or is substantially similar
to the Services.
8. Third-Party Offerings. Polt may from time to time make available services, software, or products
provided by third parties that interoperate with or are otherwise accessed through the Services (“Third-
Party Offerings”). The use of such Third-Party Offerings may be subject to the payment of additional Fees
and Customer’s acceptance of the provider’s separate terms and conditions. If Customer does not agree to
the terms applicable to a Third-Party Offering, Customer shall not install, access, or use it. Any use by
Customer of a Third-Party Offering, including any exchange of data, is solely between Customer and the
applicable third-party provider. Polt does not warrant, support, or assume any liability or responsibility for
any Third-Party Offering and Customer waives any claim against the Indemnified Parties arising from
Customer’s use of any Third-Party Offering.
9. Integrations.
a. The Services may support integrations with third-party products and services, including but not
limited to transportation hardware (e.g., ELDs), external software platforms (e.g., accounting
systems, load boards, visibility providers), and data enrichment tools (“Integrations”). These
Integrations are provided for Customer’s convenience and operational flexibility.
b. Customer is solely responsible for procuring and maintaining valid accounts, licenses, and
permissions with any third-party service provider whose products are the subject of an Integration.
c. Polt does not guarantee the performance, availability, data accuracy, or reliability of any
Integration and disclaims all liability for any loss or disruption arising from their use, including
delayed data syncing, misaligned record structures, or downstream impacts on automation
workflows. Customer is solely responsible for any Customer Data it chooses to transmit or sync to
a third-party service via an Integration, and Polt is not responsible for the privacy, security, or
integrity of such data once it leaves the Services.
d. Where technically feasible, Polt may provide logs or metadata to assist with troubleshooting
Integrations, but such assistance is provided “as-is” and without service-level guarantees unless
otherwise specified in a separate agreement. Polt reserves the right to modify or deprecate any
Integration in its sole discretion. Polt will use commercially reasonable efforts to provide notice to
Customer of the deprecation of any major Integration.
10. Marketplace.
a. Marketplace Disclaimer. The Services may include a load exchange marketplace through
which customers can post, share, or accept transportation loads from one another (“Marketplace”).
Polt is not a party to any transaction, contract, or agreement between customers facilitated through
the Marketplace, and does not verify the accuracy, legality, or performance of any load, rate, or
counterparty. Customer acknowledges that all Marketplace interactions are at its own risk. Polt
disclaims all liability for disputes, losses, or damages arising from Marketplace activity. Customer
shall defend, indemnify, and hold harmless the Indemnified Parties from any claims, damages, and
expenses (including reasonable attorneys’ fees) arising from Customer’s or its Authorized Users’
Marketplace activity. This obligation is in addition to, and not in limitation of, Customer’s
indemnification obligations under Section 19(a).
b. Marketplace Conduct. Customer agrees to, and shall ensure its Authorized Users, use the
Marketplace in a professional and lawful manner. Customer shall not, and shall ensure its
Authorized Users do not, use the Marketplace to: (i) post false, fraudulent, inaccurate, or misleading
information, including with respect to loads, rates, or equipment availability; (ii) engage in any
form of rate or price manipulation; (iii) initiate contact with another Marketplace participant using
any method outside of the communication tools provided by the Services, unless such contact is
explicitly invited or authorized by that participant; (iv) send unsolicited communications or spam
to other users; (v) harass, threaten, or otherwise engage in abusive or unprofessional conduct
towards any other user, or (vi) use the platform for unlawful purposes or activities. Polt reserves
the right, in its sole discretion, to suspend or terminate Customer’s or any Authorized User’s access
to the Marketplace for any conduct that Polt deems to be unlawful, abusive, disruptive, or otherwise
in violation of this section.
c. Non-Circumvention. Customer agrees that it shall not, and shall ensure its Authorized Users
do not, use information obtained from the Marketplace to solicit, contact, or conduct business
directly with any shipper, consignee, or customer of another Marketplace participant for the purpose
of circumventing a transaction initiated on the Marketplace. This includes, but is not limited to,
back-soliciting shippers or accepting freight outside the platform that was discovered on the
Marketplace. A breach of this section shall be considered a material breach of this Agreement.
11. AI and Machine Learning.
a. Data for Model Training. Customer acknowledges that Polt may use de-identified or
aggregated data from its platform, including metadata and operational usage data, to develop,
train, and improve machine learning models and AI-driven Features within the Services. Polt will
not use Customer Data in a personally identifiable form for model training without Customer’s
explicit consent.
b. AI/ML Generated Output. Output generated by the AI/ML Features of the Services (“AI/ML
Output”) is for informational purposes only. Customer is solely responsible for reviewing,
editing, and validating the accuracy and appropriateness of any AI/ML Output before use or
reliance. As between the parties, Customer owns the AI/ML Output it generates through the
Services. Customer hereby grants Polt a perpetual, irrevocable, worldwide, royalty-free, non-
exclusive license to use, reproduce, modify, and create derivative works from such AI/ML Output
for any purpose, including to improve the Services.
c. Customer Use of AI/ML Features. Customer is responsible for all data, text, or other
materials provided by Customer or its Authorized Users as input to any AI/ML Feature (“Inputs”).
Customer agrees not to use the AI/ML Features to: (i) generate content that is unlawful, harmful,
or infringes on third-party rights; (ii) attempt to discover the underlying components or algorithms
of the models; or (iii) provide any personal data or sensitive information as Input in violation of
applicable privacy laws or this Agreement.
d. Third-Party AI/ML Providers. Certain AI/ML features may be provided through services
and models offered by third-party providers. Customer’s use of such features is subject to the
disclaimers and limitations applicable to Third-Party Offerings as set forth in this Agreement.
Pricing and billing for AI/ML Features is governed by Section 6(i) of this Agreement and the
applicable Order.
12. Trials and Early Access Services. Polt may offer Customer access to features or services on a
free trial, beta, preview, or other early access basis (“Trial Services”). Notwithstanding any other terms to
the contrary in this Agreement, Customer acknowledges and agrees that: (a) Trial Services are for
Customer’s internal evaluation purposes only and are not intended for production use; (b) TRIAL
SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY
KIND, AND ANY SERVICE LEVEL COMMITMENTS OR WARRANTIES IN THIS AGREEMENT
SHALL NOT APPLY TO TRIAL SERVICES; (c) Polt may modify or discontinue Trial Services at any
time in its sole discretion, without liability to Customer; and (d) any Customer Data entered into a Trial
Service may be permanently lost upon termination of the trial.
13. Changes to the Service. Polt reserves the right to modify, update, or enhance the Services at any
time, which may include adding, removing, or deprecating certain features or functionality, in its sole
discretion. Polt will use commercially reasonable efforts to provide notice to Customer of any change that
results in a material reduction of the core functionality of the Services. In the event Polt elects to discontinue
the Services, Polt shall provide Customer with at least ninety (90) days’ prior written notice and shall refund
to Customer a pro-rata portion of any prepaid, unused Subscription Fees covering the period after the
effective date of discontinuation.
14. Intellectual Property Rights and Ownership.
a. Polt shall own and retain all right, title and interest in and to (i) the Services and Software, and
all improvements, enhancements or modifications thereto and (ii) all intellectual property rights
related to any of the foregoing. Customer shall own and retain all right, title and interest in and to
non-public data and information provided by Customer to Polt to enable the provision of the
Services (“Customer Data”).
b. Polt may use Customer Data to provide Services to Customer. In addition, notwithstanding
anything to the contrary, Polt shall have the right to collect and analyze data and other information
relating to the provision, use and performance of various aspects of the Services and related
systems and technologies (including, without limitation, information concerning Customer Data
and data derived therefrom), and Polt will be free (during and after the term hereof) to (i) use such
information and data to improve and enhance the Services and for other development, diagnostic
and corrective purposes in connection with the Services and other Polt offerings, and (ii) disclose
such data solely in aggregate or other de-identified form in connection with its business. No rights
or licenses are granted by Polt except as expressly set forth herein.
15. Confidentiality.
“Confidential Information” means information that one party discloses to the
other party under this Agreement that is marked as confidential or would normally be considered
confidential information under the circumstances. It does not include information that is independently
developed by the recipient, is rightfully given to the recipient by a third party without confidentiality
obligations or becomes public through no fault of the recipient. The recipient will not disclose the
discloser’s Confidential Information, except to employees, affiliates, agents, professional advisors, or third-
party contractors (“Delegates”) who need to know it and who have a legal obligation to keep it confidential.
The recipient will use the Confidential Information only to exercise rights and fulfill obligations under this
Agreement. The recipient may disclose Confidential Information when legally compelled by a court or
other government authority. To the extent permitted by law, recipient will promptly provide the discloser
with sufficient notice of all available details of the legal requirement and reasonably cooperate with the
discloser’s efforts to challenge the disclosure, seek an appropriate protective order, or pursue such other
legal action, as the discloser may deem appropriate. The recipient will ensure that its Delegates are also
subject to the same non-disclosure and use obligations.
16. Data Security. Polt will maintain commercially reasonable administrative, physical, and technical
safeguards designed to protect the security, confidentiality, and integrity of Customer Data while it resides
within the Services. Polt’s data security obligations under this Section apply solely to Customer Data within
Polt’s possession or control. Upon Customer’s download, export, or retrieval of Customer Data from the
Services, whether through the platform, an Integration, an API, or the data portability process described in
Section 21(c), Customer assumes sole responsibility for the security, confidentiality, and integrity of such
data. Customer is responsible for maintaining commercially reasonable security measures for its own
systems, networks, and any Customer Data in its possession or control outside the Services.
17. Audit and Monitoring. Polt reserves the right to monitor, audit, and log Customer’s and its
Authorized Users’ access to and use of the Services for purposes of ensuring compliance with this
Agreement and applicable laws, maintaining the security and integrity of the Services, preventing fraud,
and for other internal business purposes. Any such audit or monitoring will be conducted in a manner that
does not unreasonably interfere with Customer’s business operations.
18. Representations, Warranties and Disclaimers.
a. Polt warrants that it (i) provides the Services using commercially reasonable efforts in
accordance with the standards generally accepted in Polt’s industry; and (ii) uses the industry-
standard methods designed to ensure that the Services do not contain viruses or other unauthorized
malicious code. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING WARRANTY IN THIS
PARAGRAPH DOES NOT APPLY TO AND POLT STRICTLY DISCLAIMS ALL
WARRANTIES WITH RESPECT TO ANY THIRD-PARTY SERVICES.
b. Customer warrants that (i) Customer owns all right, title and interest including all intellectual
property rights in and to Customer Data and has all rights, consents, and/or permissions necessary
to grant the licenses to Customer Data set out in this Agreement; and (ii) that both the Customer
Data and the Customer’s use of the Services are and shall throughout the term of the Agreement be
in compliance with Polt’s Terms of Use and shall not infringe on the rights of any third-party.
c. WARRANTY DISCLAIMER. POLT DOES NOT WARRANT THAT THE SERVICES
WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY
AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES,
INCLUDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY
INFORMATION OR OUTPUT GENERATED BY ARTIFICIAL INTELLIGENCE FEATURES.
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, POLT HEREBY DISCLAIMS
AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT.
19. Indemnification.
a. Customer Indemnity. Customer shall indemnify, hold harmless and, at Polt’s option, defend
Polt, its agents, owners, officers, directors, affiliates, and third-party vendors (collectively, the
“Indemnified Parties”) from and against any and all third-party claims including all losses
resulting from (i) Customer’s conduct in connection with the Services or this Agreement, or
Customer’s use or inability to use the Services; (ii) Customer’s violation of or apparent violation
of this Agreement; (iii) Customer’s or Customer’s Authorized Users’ fraud, gross negligence or
willful misconduct; (iv) any claim that Customer’s Inputs or the resulting AI/ML Output infringes
on the rights of a third party or violates applicable law; or (v) Customer’s use of any Integration,
including any claims made by a third-party integration partner against Polt.
b. Polt Indemnity. Polt shall hold Customer harmless from liability to third parties resulting from
infringement by the Services (when used by Customer in accordance with this Agreement) of
intellectual property rights of third parties, provided Polt is promptly notified of any and all threats,
claims and proceedings related thereto and given reasonable assistance and the opportunity to
assume sole control over defense and settlement; Polt will not be responsible for any settlement it
does not approve in writing. If, due to a claim of infringement, the Services are held by a court of
competent jurisdiction to be or are believed by Polt to be infringing, Polt may, at its option and
expense (i) replace or modify the Services to be non-infringing provided that such modification or
replacement contains substantially similar features and functionality, (ii) obtain for Customer a
license to continue using the Services, or (iii) if neither of the foregoing is commercially
practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a
refund of any prepaid, unused Fees for the Services. Polt’s liability under this Section is subject to
the limitations set forth in Section 20.
20. Limitation of Liability. Notwithstanding anything to the contrary, in no event will Polt have any
liability arising out of or relating to this Agreement for any lost profits, lost revenue, lost data, cost of cover,
or special, incidental, indirect or consequential damages, even if advised of the possibility of those damages.
Notwithstanding anything to the contrary, Polt’s maximum liability arising out of or relating to this
Agreement is limited to the Fees paid to Polt under this Agreement in the 12 months prior to the act that
gave rise to the liability. The limitations of liability set forth in this section shall not apply to a party’s breach
of its confidentiality obligations under Section 15 or to a party’s indemnification obligations under Section
19. The terms in this limitation of liability section shall apply to the maximum extent permitted by
applicable law and shall apply even if an exclusive or limited remedy stated herein fails of its essential
purpose without regard to whether such claim is based in contract, tort (including negligence), product
liability or otherwise.
21. Termination.
a. Termination for Cause. In addition to any other remedies it may have, either party may
terminate this Agreement upon thirty (30) days’ written notice to the other party if the other party
materially breaches this Agreement and such breach remains uncured at the end of the thirty (30)
day period.
b. Effect of Termination. Upon the effective date of termination or expiration of this Agreement,
all rights and licenses granted to Customer hereunder shall immediately cease, and Customer and
its Authorized Users shall cease all use of the Services. Termination or expiration shall not relieve
Customer of its obligation to pay all Fees accrued or payable to Polt prior to the effective date of
termination. Except as expressly stated herein, no license granted to Polt by Customer shall
terminate as a result of the termination or expiration of this Agreement, and Polt shall be entitled
to continue to utilize all such licensed rights.
c. Data Portability and Deletion. Upon Customer’s written request made within thirty (30) days
following the effective date of termination or expiration of this Agreement, Polt will make available
to Customer for export a copy of its Customer Data in a commercially reasonable, industry-standard
format. After such thirty (30) day period, Polt shall have no obligation to maintain or provide any
Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems
or otherwise in its possession or control.
22. Publicity. Customer grants Polt the right to use Customer’s name and logo on Polt’s website and
in its marketing materials to identify Customer as a user of the Services. Polt will use such marks in
accordance with any brand guidelines provided by Customer.
23. Assignment. This Agreement is not assignable, transferable or sublicensable by Customer except
with Polt’s prior written consent. Polt may transfer and assign any of its rights and obligations under this
Agreement without consent.
24. Severability, Survival. If any provision of this Agreement is found to be unenforceable or invalid,
that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will
otherwise remain in full force and effect and enforceable. All sections of this Agreement which by their
nature should survive termination will survive termination, including, without limitation, indemnification
obligations, rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
25. Force Majeure. Neither party shall be liable for any failure or delay in performance under this
Agreement due to any event beyond its reasonable control.
26. Governing Law and Dispute Resolution.
a. Informal Resolution. Before filing a claim, the parties agree to try to resolve the dispute by
contacting the other party through the notice procedures in Section 28. If a dispute is not resolved within
thirty (30) days of notice, either party may bring a formal proceeding.
b. Governing Law and Venue. This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida, without regard to its conflict of laws rules. The Parties agree that any
legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the
state or federal courts located in Pinellas County, Florida, and each Party hereby irrevocably submits to the
personal jurisdiction and venue of such courts. The Parties waive any objection to the jurisdiction or venue
of such courts, including any claim that such forum is inconvenient. In any action or proceeding to enforce
rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
27. Entire Agreement.
This Agreement, together with each Order and any additional schedules or statements of work executed by
the parties, the Terms of Use, and the Privacy Policy (collectively, the “Agreements”), constitutes a single,
integrated agreement between the parties and is the complete and exclusive statement of their mutual
understanding with respect to its subject matter, superseding and canceling all previous written and oral
agreements, communications, and other understandings relating thereto. All components of the Agreements
shall be read and construed together as one instrument. In the event of any direct conflict between the terms
of these documents, the order of precedence shall be: (1) the applicable Order, (2) this MSA, (3) the Terms
of Use, and (4) the Privacy Policy. Additional Orders may be executed by the parties under this MSA from
time to time without requiring re-execution of this MSA, and each such Order shall be incorporated herein
and governed by the terms of this Agreement. All waivers and modifications must be in a writing signed by
both parties, except as otherwise provided herein.
28. Notices. Notices to Polt shall be addressed to: Polt AI, Inc., 801 West Bay, Suite 223, Largo, FL
33770, Attention: Legal. Notices to Customer shall be addressed to the contact and address set forth in the
Order. All notices under this Agreement will be in writing and will be deemed to have been duly given when
received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-
mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon
receipt, if sent by certified or registered mail, return receipt requested.
29. Miscellaneous. No agency, partnership, joint venture, or employment is created as a result of this
Agreement and Customer does not have any authority of any kind to bind Polt in any respect whatsoever.
END OF AGREEMENT