2. Restrictions on Use; Reverse-Engineering. Customer, and Customer’s employees, independent contractors, and any other persons who have been added to Customer’s account as authorized users (“Authorized Users”) shall not use the WinFactor^TM Software (a) for any reason aside for which it was designed or from its intended purpose as a factoring software, (b) in any manner which infringes copyright or intellectual property rights of third parties, or (c) in any manner which is unlawful, offensive, threatening, libelous, defamatory, obscene or in violation of the terms of this Agreement. Customer shall not permit any person that is not an Authorized User to use the WinFactor^TM Customer acknowledges and agrees that the WinFactor^TM Software, including its structure, organization, and source code, constitutes valuable trade secrets and confidential information of WinFactor. Accordingly, Customer, on behalf of itself and its Authorized Users, agrees that each of them shall not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, the underlying logic, or underlying algorithms of the WinFactor^TM Software. Customer further agrees that it and its Authorized Users will not modify, adapt, translate, or create derivative works based on the WinFactor^TM Software, nor shall Customer or any Authorized User remove or alter any copyright, trademark, or other proprietary notices contained in or on the WinFactor^TM Software.

3. Software Updates; Customizations. WinFactor reserves the right at any time, and from time to time, to improve, update, modify or discontinue, temporarily or permanently, any feature of the WinFactor^TM Software, with or without notice. Notwithstanding the foregoing, WinFactor will endeavor to provide Customer with advance notice of modifications to the WinFactor^TM Software that WinFactor believes will substantially and materially affect Customer’s use of the WinFactor^TM In the event that the Customer recommends or requests the development of special features, customizations, or enhancements to the WinFactor^TM Software, WinFactor may, at its discretion, agree to develop such features or customizations for the Customer or for all of its customers. Notwithstanding any custom features or customizations developed at the request of Customer, and regardless of whether such customizations were commissioned for a separate fee, WinFactor shall retain all rights, title, and interest in and to such recommended features, enhancements, augmentations, custom features or customizations, including all intellectual property rights. WinFactor grants the Customer a non-exclusive, non-transferable license to use the custom features or customizations solely in connection with the use of the WinFactor^TM Software for the duration of this Agreement. Anything to the contrary notwithstanding, aside from the foregoing license, the payment of any fee does not confer any ownership rights or intellectual property rights whatsoever to Customer.

4. Customer Support. Customer may submit recommendations for improvement, system bugs, or general assistance requests via an online help ticket system accessible within the WinFactor^TM Within the online help ticket system, there are two types of tickets: (i) support tickets (for reporting system bugs or minor issues encountered while using the WinFactor^TM Software, as well as general support inquiries), and (ii) feature request tickets (for submitting suggestions or requests for new features or functionalities). To address situations where the WinFactor^TM Software is completely inoperable or unavailable, or a material portion of the WinFactor^TM Software is inoperable or unavailable (a “Critical Error”), WinFactor support personnel will be available during normal business hours, which are Monday to Friday, 8 AM to 6 PM Eastern Time (ET), except for holidays. Outside of normal business hours, a designated member of WinFactor’s support team will be on-call to assist with Critical Errors.

5. Implementation. Upon Customer’s payment of the Implementation Fee (as defined herein), WinFactor personnel will coordinate an initial training session on the use of the WinFactor^TM The training session will be conducted virtually and will last for a duration up to the Training Allotment (as set forth on the Order Form). The purpose of the training session is to familiarize Customer with the features, functionalities, and capabilities of the WinFactor^TMSoftware, as well as to provide guidance on best practices for its use. Customer acknowledges that participation in the training session is essential for maximizing the benefits of the WinFactor^TM Software and agrees to make reasonable efforts to ensure that relevant personnel are available to attend. In addition, WinFactor makes available to Customer over two hundred (200) training videos, which cover frequently asked questions as well as features and use of the WinFactor^TM Software. Customer acknowledges and agrees that certain portions of Customer’s training will be conducted by Customer independently and designated before or after the initial training session. Should Customer fail to conduct the independent training set forth on Customer’s training agenda, such training may be conducted during the initial training session. However, in such case, Customer acknowledges that certain materials intended to be covered in the initial training may not be covered, and Customer will not be entitled to an extension to the Training Allotment. Any additional training requested by the Customer in excess of the Training Allotment may be provided by WinFactor at an additional cost calculated as follows: multiplying the number hours in excess of the Training Allotment by the Additional Training Hourly Rate (set forth on the Order Form). For the avoidance of doubt, integration services or any services that require computer engineering personnel shall not constitute training sessions. Any supplemental services rendered by WinFactor’s computer engineering personnel shall be governed by the terms of a separate Professional Services Rider. As used in these Terms of Service, the “Launch Date” is the date that is the earlier of (a) the date on which Customer has completed the training and begins to use the WinFactor^TM Software independently, or (b) thirty (30) days after the Commencement Date.

6. Data. As used herein, “Customer Data” means any of the following information concerning Customer, its Authorized Users, or Customer’s customers or partners (such as carriers, truckers, or other persons with which Customer does business) which Customer uploads or imports into the WinFactor^TM Software: personally identifiable information (PII), financial information, text, data, communications, or material, such as audio files, video files, electronic documents, or images. WinFactor reserves the right, but does not have the obligation, to remove Customer Data or restrict access to Customer Data if it is found or reasonably believed by WinFactor to be in violation of the Agreement, or false, erroneous, harmful, inappropriate, or in violation of the law. WinFactor does not review all Customer Data, and as such, does not warrant, endorse, or take any responsibility whatsoever with respect to the Customer Data. All Customer Data shall remain the exclusive property of the Customer. Notwithstanding the foregoing, Customer hereby grants WinFactor a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, translate, distribute, and display the Customer Data solely to the extent necessary to fulfill its obligations under this Agreement. With respect to WinFactor’s Credit Alliance^TM feature, by uploading any information into the Credit Alliance^TM feature, Customer grants WinFactor a non-exclusive, perpetual, worldwide, royalty-free license to use, reproduce, modify, adapt, translate, distribute, and anonymously display such information in an aggregated and anonymous matter for WinFactor’s production of derivative products, including but not limited to reports, memoranda, data compilations, and other products (“Derivative Products”).WinFactor shall exclusively own all right, title and interest to the Derivative Products and shall be free to sell, transfer, assign such Derivative Products as it desires. Customer shall have no ownership rights or interest in the Derivative Products. WinFactor employs formal operational security policies and procedures. WinFactor^TM Software system features and configuration settings are designed to authorize user access while restricting unauthorized users from accessing information not needed for their role.  WinFactor uses encryption technologies to protect customer data both at rest and in transit.  In addition, WinFactor uses intrusion detection systems to prevent and identify potential security attacks and also conducts regular vulnerability scans over the system and network and over the production environment.  Also, WinFactor employs operational procedures for managing security incidents and breaches, including notification procedures. WinFactor operational security policies and procedures include use of data retention and data disposal. Generally, WinFactor retains data in its system for two (2) years, after which time, it is purged. Should Customer request WinFactor to retain data in excess of its standard data retention practices, Customer and WinFactor may agree to a data retention fee, which will be evidenced in a Professional Services Rider.

7. Credit Alliance^TM. WinFactor’s Credit Alliance^TM is an optional feature of the WinFactor^TM Software that Customer may access and use. By using Credit Alliance^TM, Customer, on behalf of itself and its Authorized Users, agrees to abide by the Credit Alliance^TM Community Rules at all times. Credit Alliance^TM is a community sharing platform, hosted by WinFactor, which allows customers and authorized users to collaborate and share data, comments, and other information, such as rate sheets (collectively, “Credit Alliance^TM Content”), amongst each other. WinFactor may also supply data and information into Credit Alliance^TM which it deems beneficial for its customers generally. Credit Alliance^TM Content does not necessarily reflect the opinion of WinFactor and WinFactor does not necessarily endorse any Credit Alliance^TM WinFactor does not make, and it hereby expressly disclaims, any representations or warranties regarding Credit Alliance^TM Content, including the accuracy thereof. WinFactor is not responsible for Credit Alliance^TM Content in any regard. Customer alone is responsible for Credit Alliance^TM Content it or its Authorized Users makes available. While WinFactor has no obligation to do so, it reserves the right to remove, screen, or reinstate Credit Alliance^TM Content at its sole discretion for any reason or no reason, and without notice to Customer. Once uploaded by Customer or its Authorized Users, Credit Alliance^TM Content may not always be withdrawn or deleted. Customer assumes all risks associated with Credit Alliance^TM Content it or its Authorized Users makes available, including any other customer’s reliance on its quality, accuracy, or reliability, and any risks associated with personal information Customer or its Authorized Users discloses. Customer represents that it or its Authorized Users owns or has the necessary permissions to use and authorize the use of Credit Alliance^TM Content it or its Authorized Users makes available. Customer and its Authorized Users shall not imply or state that Credit Alliance^TM Content it or its Authorized Users makes available is in any way sponsored or endorsed by WinFactor. Customer acknowledges that it may expose itself to liability if, for example, Credit Alliance^TM Content it or its Authorized Users makes available contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, service mark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; violates or advocates the violation of any law or regulation; or violates these Terms of Service.

8. Publicity; Marketing. Customer hereby grants WinFactor the right to use the name, trademark, and/or any of Customer’s company logos on a press releases, website, social media platforms, or other promotional material to announce that Customer utilizes the WinFactor^TM

9. Fees. As compensation for the license provided in this Agreement, and other services rendered by WinFactor, Customer shall pay to WinFactor the following recurring fees: (a) the “Monthly Subscription Fee”, which is a fixed monthly fee (prorated on a daily basis during the first and last month of service) set forth on the Order Form, (b) the “Gross Invoice Fee”, which is a fee due on a monthly basis, calculated as follows: the number of invoices sent by the Customer to its clients in the immediately preceding month multiplied by the Invoice Fee set forth on the Order Form, and (c) the fees set forth on any applicable riders appended to the Order Form (collectively, the “Monthly Fees”). In addition to the foregoing, upon the Commencement Date (as defined on the Order Form), Customer shall pay to WinFactor a one-time implementation fee (the “Implementation Fee”, and together with the “Monthly Fees”, the “Fees”). The Monthly Fees shall begin to accrue as of the Launch Date. The Monthly Fees will be invoiced or charged to Customer monthly in arrears. Except as may be provided otherwise herein, the Fees paid are non-refundable, including in the event of termination of this Agreement. All Fees shall be due and payable immediately upon receipt of an invoice and in full in U.S. currency. All undisputed Fees due to WinFactor not paid within fifteen (15) days after the date such amounts are due and payable shall bear interest at the lesser of one and one half percent (1.5%) per month or the maximum rate of interest allowable by applicable law. In the event of unpaid Fees outstanding for a period equal to or greater than fifteen (15) days, WinFactor shall have the right to suspend Customer’s access to the WinFactor^TM Software until such time that Customer pays such outstanding Fees. WinFactor shall have the right to increase the Monthly Fees from time-to-time in accordance with the provisions of the following section.

10. Term. This Agreement shall commence on the Commencement Date (as defined on the Order Form) and shall continue for the period of time set forth on the Order Form (the “Initial Term”). Following the Initial Term, this Agreement shall automatically renew for successive periods equal to the period of the Initial Term (each, a “Renewal Term”) unless and until either party provides written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the Initial Term or applicable Renewal Term, as the case may be. Within sixty (60) days of the expiration of the Initial Term or applicable Renewal Term, WinFactor shall have the right to increase the Monthly Fees for the following Renewal Term, upon written notice to Customer.

11. Termination. WinFactor may terminate this Agreement at any time in the event of Customer’s material breach of the Agreement, including, but not limited to, failure to timely pay the Fees as specified herein. Customer may only terminate this Agreement upon WinFactor’s material breach of the Agreement, which shall be limited to an occurrence of the WinFactor^TM Software being completely inoperable for a period of seven (7) consecutive days or more, except for scheduled maintenance or force majeure events beyond WinFactor’s reasonable control. Anything to the contrary notwithstanding, Customer shall not have the right to terminate this Agreement for convenience or for any other reason aside from those expressly set forth herein. Upon termination of this Agreement for any reason, the license granted hereunder shall immediately cease, and Customer shall promptly cease all use of the WinFactor^TM

12. Data Migration. Upon termination or expiration of this Agreement, should the Customer desire to export and download its information retained within the WinFactor^TM Software, Customer shall be obligated to pay a “Data Migration and Service Fee” of $5,000.00 to WinFactor. The Data Migration and Service Fee compensates WinFactor for the time, resources, and efforts allocated towards facilitating the data migration. Customer acknowledges and agrees that this fee is reasonable and necessary to cover the costs associated with the data migration service provided by WinFactor. Customer shall make the payment of the Data Migration and Service Fee within 15 days of the termination or expiration date of this Agreement. Failure to make such payment shall entitle WinFactor to withhold or delay the provision of the data migration service until such payment is received.

13. Customer Representations. Customer hereby makes the following representations to WinFactor: (a) Customer’s decision to use, access, or license the WinFactor^TM Software is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by WinFactor regarding future functionality or features, (b) Authorized Users will not utilize the WinFactor^TM Software in any way that is unlawful, offensive, threatening, libelous, defamatory, obscene or in violation of the terms of this Agreement, (c) Authorized Users will not utilize the WinFactor^TM Software in any manner which infringes copyright or intellectual property rights of third parties, (d) Authorized Users will at all times abide by the Credit Alliance^TM Community Rules, (e) Customer will promptly notify WinFactor in the event that Customer identifies any malfunction or downtime of the WinFactor^TM Software, and (f) neither Customer nor Authorized Users will make any negative or disparaging remarks, whether oral, written, or through any other medium, regarding the WinFactor^TM Software, WinFactor, or its products, services, employees, or affiliates.

14. WinFactor Representation. WinFactor represents to Customer that the WinFactor^TM Software does not infringe on the copyright or intellectual property rights of third parties.

15. Confidentiality. As used herein, “Confidential Information” shall mean any non-public information disclosed by one party (the “Disclosing Party”) to the other party, and, in the case of Customer, its Authorized Users (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information may include, but is not limited to, trade secrets, business plans, financial information, technical data, customer lists, and proprietary know-how. The terms of this Agreement, including without limitation, the Fees, shall constitute Confidential Information. Furthermore, the functionality, appearance, layout, and features of the WinFactor^TM Software constitute Confidential Information. The Receiving Party agrees to hold all Confidential Information in confidence and not to disclose, publish, or disseminate any Confidential Information to any third party without the prior written consent of the Disclosing Party. Subject to the terms of this section, the Receiving Party shall use the Confidential Information for the purpose of fulfilling its obligations or exercising its rights under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, WinFactor may use data of the Customer in an aggregated and/or non-identifying basis for the purpose of generating Derivative Products, reports, data trends, statistical analysis, and similar activities for the broader use of it or its customers as a whole (“Permitted Use”). Such Permitted Use may include, but is not limited to, the creation of Derivative Products, industry benchmarks, product development, and service improvements. However, WinFactor shall not disclose any Customer Confidential Information in a manner that identifies or could reasonably be used to identify Customers without the prior written consent of the Customer.

16. DISCLAIMER OF WARRANTIES. THE WINFACTOR^TM SOFTWARE IS PROVIDED “AS-IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WINFACTOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WINFACTOR FURTHER DISCLAIMS ANY WARRANTY THAT (A) THE WINFACTOR^TM SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS OBTAINED FROM THE USE OF THE WINFACTOR^TM SOFTWARE WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; AND (C) THE QUALITY OF THE WINFACTOR^TMSOFTWARE WILL MEET CUSTOMER’S EXPECTATIONS.

17. EXCLUSION OF REMEDIES; LIMITATION OF LIABILITY. NEITHER WINFACTOR NOR CUSTOMER SHALL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OF ANY SORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, (A) ANY DAMAGES FOR LOST PROFITS, OR (B) ANY DAMAGES RESULTING FROM LOSS OF USE OR LOSS OF DATA. WINFACTOR’S TOTAL LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED THE CUMULATIVE VALUE OF FEES ACTUALLY PAID BY CUSTOMER TO WINFACTOR DURING THE PRECEDING SIX (6) MONTHS.

18. Indemnification. Customer shall indemnify and hold WinFactor and its subsidiaries, affiliates, officers, agents, employees, partners, and licensors harmless from any claims, demands, losses, or damages, including reasonable attorneys’ fees, arising out of, or related to: (a) Customer’s or its Authorized User’s use of the WinFactor^TM Software; (b) Customer’s or its Authorized User’s interactions with any other users (regardless of whether such interaction was in violation of the Credit Alliance^TM Community Rules); (c) Customer’s or its Authorized User’s violation of the Agreement, (d) Customer’s or its Authorized User’s infringement of the rights of any third party, and (e) Customer’s or its Authorized User’s negligence, gross negligence, or willful misconduct.

19. Dispute Resolution. The Dispute Resolution Addendum is incorporated herein by reference.

20. Governing Law; Venue. This Agreement is made in and shall be, at least partially, performed in the State of Florida. Subject to the terms of the Dispute Resolution Addendum, the parties hereto consent and agree to personal jurisdiction in the State of Florida for any action arising from, under or out of this Agreement. Subject to the terms of the Dispute Resolution Addendum, the parties agree that all such actions shall be brought and maintained in Orange County, Florida. This Agreement shall be construed in accordance with and governed by the substantive laws of the State of Florida, without regard to choice of law principles.

21. Relationship of the Parties. The parties acknowledge and agree that their relationship under this Agreement is that of independent contractors and nothing contained herein shall be construed to create a partnership, joint venture, agency, employment, or other similar relationship between the parties.

22. Riders. WinFactor may offer additional services to Customer pursuant to the terms of rider(s) attached to the Order Form. These Terms of Service, as well as the Privacy Policy, Dispute Resolution Addendum, and the Credit Alliance^TM Community Rules shall apply to such additional services mutatis mutandis. In the event of any express conflict between a rider, on one hand, and these Terms of Service, the Privacy Policy, Dispute Resolution Addendum, and the Credit Alliance^TM Community Rules, on the other hand, the terms of the rider shall control.

23. Notice. All notices delivered hereunder shall be in writing and may be delivered by mail or courier service. Notices sent by mail or courier service shall be deemed effective upon receipt. WinFactor may provide written notice to Customer at the address set forth on the Order Form. Customer may provide written notice to WinFactor at 502 E Main St., Lakeland, FL 33801.

24. Amendment. The Order Form may only be amended in a writing that is duly executed by Customer and WinFactor. Notwithstanding the foregoing, WinFactor may make changes to these Terms of Service, the Privacy Policy, the Dispute Resolution Addendum, and the Credit Alliance^TM Community Rules from time to time, upon notice to the Customer. WinFactor will not make changes that have the effect of imposing additional fees or charges without the Customer’s advance written consent. Unless otherwise noted, the amended Terms of Service will be effective immediately, and Customer’s continued use of the WinFactor^TM Software confirm Customer’s acceptance of the changes.

25. Assignment. Customer may not assign its rights or obligations hereunder without the prior written consent of WinFactor. WinFactor may assign this Agreement, or its rights and obligations hereunder, without consent, but upon notice to Customer.

26. Survival. The terms of Sections 2, 3, 6, 7, 8, 9, 11-13, 15-31 shall survive the termination or expiration of this Agreement.

27. Attorneys’ Fees. In the event of any dispute arising out of or relating to this Agreement, including any claims or actions for breach of contract, interpretation, or enforcement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs incurred in connection with such dispute, including any appeals or enforcement proceedings.

28. Merger. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings between them, whether written or oral, between them relating to the subject matter of this Agreement.

29. Headings. The headings are for convenience only and shall not be deemed to affect in any way the language of the provisions to which they refer.

30. Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving party, nor shall any such waiver, if made, constitute a waiver of any subsequent breach of the same or of any other provision of this Agreement.

31. Counterparts; Authority to Execute. The Order Form, and any other components of the Agreement which require execution, may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument. Each party represents that it has the full power and authority to enter into this Agreement and to convey the rights herein conveyed.