Public Offer Agreement

1. B2B STATUS AND ACCEPTANCE

1.1 Business Customers Only

The Services under this Agreement are offered exclusively for business and professional purposes.

By accepting this Agreement, the Customer represents and warrants that it is acting in the course of its trade, business, profession or other commercial activity and not as a consumer.

If an individual accepts this Agreement on behalf of a company or other legal entity, that individual represents and warrants that they have authority to bind such entity to this Agreement.

1.2 Acceptance

The Customer accepts this Agreement by any of the following:

(a) accepting or signing a Commercial Offer, Order Form, quotation or other ordering document referring to this Agreement;

(b) confirming acceptance electronically;

(c) paying an invoice issued by the Company in connection with the Services; or

(d) otherwise expressly accepting this Agreement in writing.

Acceptance constitutes full and unconditional acceptance of this Agreement in relation to the applicable Order.

1.3 Electronic Contracting

The Parties agree that this Agreement and related Commercial Offers, Orders, invoices and other commercial documents may be accepted and exchanged electronically.

Electronic acceptance shall have the same effect as acceptance in writing to the extent permitted by applicable law.

2. DEFINITIONS

For purposes of this Agreement:

“Account” means the Customer's account on the Tracking One Platform.

“API” means any application programming interface made available by Tracking One for access to the Services.

“Charges” means all fees and other amounts payable by the Customer to the Company under the applicable Order, excluding taxes collected by the Company on behalf of a governmental authority unless expressly stated otherwise.

“Commercial Offer” means a quotation, proposal, Order Form, invoice or other commercial document issued or approved by the Company specifying the Services, number of Shipment Credits, price, payment terms and/or other commercial conditions applicable to an Order.

“Customer Data” means information, identifiers and other data submitted by or on behalf of the Customer through the Services.

“Documentation” means technical or user documentation made available by Tracking One in connection with the Services.

“Order” means a purchase of Services made pursuant to a Commercial Offer and this Agreement.

“Platform” means the Tracking One website, application, API and related digital infrastructure through which the Services are provided.

“Services” means the digital shipment tracking and related information services provided by Tracking One and specified in the applicable Commercial Offer.

“Shipment” means one unique supported transportation movement submitted to Tracking One for tracking under a supported tracking reference.

“Shipment Credit” means a unit purchased by the Customer entitling the Customer to initiate tracking of one unique Shipment in accordance with this Agreement and the Terms of Service.

“Terms of Service” means the then-applicable Tracking One Terms of Service published by the Company at tracking.one.

“Tracking Data” means shipment status information, milestones, estimated dates, locations, carrier information and other transportation-related data displayed, transmitted or otherwise made available through the Services.

3. CONTRACTUAL DOCUMENTS

3.1 Contract Structure

The contractual relationship between the Company and the Customer may consist of:

(a) the applicable Commercial Offer or Order Form;

(b) this Agreement;

(c) the Tracking One Terms of Service;

(d) applicable Documentation; and

(e) any other document expressly incorporated into the Order by written agreement of the Parties.

3.2 Incorporation of Terms of Service

The Tracking One Terms of Service are incorporated into this Agreement by reference and apply to the Customer's access to and use of the Platform and Services.

The Customer shall ensure that its authorized users comply with the Terms of Service.

3.3 Order of Precedence

In the event of a conflict between the contractual documents, the following order of precedence applies unless expressly agreed otherwise:

1. the applicable Commercial Offer or Order Form, but only with respect to the specific commercial terms expressly stated therein;
2. this Agreement;
3. the Terms of Service;
4. the Documentation.

A Commercial Offer shall not amend legal provisions of this Agreement merely because it contains different or additional commercial information, unless the Commercial Offer expressly identifies the provision being amended.

4. SERVICES

4.1 Services Provided

Tracking One provides digital information services designed to enable business customers to track supported transportation movements.

Depending on the applicable Order, Services may include:

• Container Tracking;
• Air Cargo Tracking;
• API access;
• shipment status monitoring;
• shipment history;
• estimated transportation milestones;
• notifications;
• webhooks;
• related digital shipment information functionality; and
• other functionality expressly identified in the applicable Commercial Offer.

4.2 Scope

The precise scope of the Services purchased by the Customer shall be determined by the applicable Commercial Offer.

Services, functionality, integrations, customizations or deliverables not expressly included in the Commercial Offer are not included in the applicable Order.

4.3 Individual Development

Custom integrations, modifications, development work or other functionality specifically requested by the Customer are not included in the standard Services unless expressly stated in the Commercial Offer.

Such work may be subject to a separate quotation, statement of work or other written agreement.

5. TRACKING ONE IS AN INFORMATION SERVICE PROVIDER

Tracking One provides digital shipment tracking and information services.

Tracking One is not a carrier, freight forwarder, NVOCC, customs broker, shipping line, airline, transport operator, warehouse operator or cargo insurer merely by providing the Services.

Tracking One does not take possession, custody or control of cargo and does not perform the physical transportation of shipments.

No provision of this Agreement shall be interpreted as making Tracking One responsible for the physical carriage, handling, storage, customs clearance, loading, unloading or delivery of cargo.

The contractual relationship between the Customer and any carrier, freight forwarder or other logistics provider remains separate from this Agreement.

6. COMMERCIAL OFFERS AND ORDERS

6.1 Individual Commercial Terms

The Company may issue individual Commercial Offers specifying, among other things:

• Customer name;
• Services;
• number of Shipment Credits;
• price;
• currency;
• discounts;
• payment terms;
• offer validity period;
• specific service conditions; and
• other agreed commercial terms.

6.2 Validity of Commercial Offer

A Commercial Offer may specify a period during which it remains available for acceptance.

If no period is specified, the Company may withdraw or amend the Commercial Offer at any time before acceptance.

6.3 Additional Purchases

The Customer may purchase additional Shipment Credits or Services through a subsequent Commercial Offer or other ordering mechanism approved by the Company.

Each additional purchase constitutes a separate Order unless otherwise agreed.

7. SHIPMENT CREDITS

7.1 Purchase

The Customer purchases the number of Shipment Credits specified in the applicable Commercial Offer.

7.2 One Unique Shipment

Unless expressly agreed otherwise, one unique Shipment consumes one Shipment Credit.

For Shipment Credit purposes, one unique supported tracking reference accepted by Tracking One constitutes one Shipment and consumes one Shipment Credit, irrespective of the number of containers, packages, units or transportation elements associated with that reference.

Accordingly, where one supported bill of lading, air waybill, booking reference or other supported tracking reference relates to multiple containers, packages, units or transportation elements and is submitted and processed by Tracking One as one supported tracking reference, the entire tracking request constitutes one Shipment and consumes one Shipment Credit.

Where separate container numbers or other separate supported tracking references are submitted individually as separate tracking requests, each separately submitted tracking request constitutes a separate Shipment and may consume a separate Shipment Credit.

7.3 Credit Consumption

A Shipment Credit is consumed when tracking of the relevant unique Shipment is successfully initiated through the Platform or API.

Repeated access to, retrieval of, or viewing of the same tracked Shipment does not consume an additional Shipment Credit unless the Shipment is submitted as a separate new tracking request in circumstances expressly described in the Terms of Service or Documentation.

7.4 Validity Period

Unless a Commercial Offer expressly provides otherwise, purchased Shipment Credits must be used within twelve (12) months from the date of purchase.

Unused Shipment Credits expire at the end of that period.

Shipment Credits do not expire on a monthly basis and are not reset at the end of a calendar month.

7.5 No Cash Value

Shipment Credits:

• have no cash value;
• cannot be redeemed for cash;
• may not be transferred or resold without the Company's written approval; and
• are usable only in connection with the Customer's authorized use of the Services.

8. TRACKING PERIOD AND SHIPMENT HISTORY

8.1 Active Tracking

Once a Shipment Credit has been validly consumed, Tracking One will provide active tracking of the relevant Shipment until the Shipment reaches Delivered or an equivalent completion status, subject to availability of Tracking Data from applicable data sources and the other limitations set out in this Agreement and the Terms of Service.

8.2 Equivalent Completion Status

An equivalent completion status may include another final transportation milestone indicating that the tracked transportation movement has been completed, where “Delivered” is not technically available or applicable for the relevant transportation mode, carrier or data source.

8.3 Read-Only History

After Delivered or equivalent completion status, Tracking One may cease active polling, retrieval or monitoring of new Tracking Data for that Shipment.

The Shipment may remain available in the Customer's Account as historical, read-only information, subject to the Company's applicable data retention policies.

Continued historical access does not constitute continued active tracking and does not require the Company to continue requesting updates from carriers or third-party data sources.

8.4 Re-Tracking of Completed Shipments

A completed Shipment retained as read-only historical information does not provide the Customer with an indefinite right to restart active tracking of that transportation movement.

Where a completed Shipment is subsequently submitted or processed by Tracking One as a new active tracking request, Tracking One may require the consumption of a new Shipment Credit.

Historical viewing of an existing completed Shipment, without restarting active tracking, does not consume an additional Shipment Credit.

9. PRICES

The price for each Order shall be specified in the applicable Commercial Offer or invoice.

Prices may be calculated based on:

• number of Shipment Credits;
• Service type;
• anticipated usage;
• API access;
• customer-specific requirements;
• integrations;
• support requirements; or
• other commercial factors.

The Company is not required to provide the same pricing to different customers.

Unless expressly stated otherwise, prices quoted for one Order do not guarantee the same pricing for subsequent Orders.

10. PAYMENT

10.1 Payment Terms

Unless expressly stated otherwise in the applicable Commercial Offer, Orders are subject to 100% advance payment.

The Company is not required to provide paid Services before receipt of the applicable payment.

Where the applicable Commercial Offer expressly permits deferred payment, instalment payment, monthly payment, quarterly payment or another agreed payment schedule, the Customer shall pay each invoice or instalment within the payment period specified in the Commercial Offer or relevant invoice.

10.2 Currency

The currency applicable to an Order shall be specified in the Commercial Offer or invoice.

The Company may maintain separate bank accounts for different currencies.

The Customer shall make payment in the currency and to the bank account or payment method specified in the applicable invoice.

10.3 Payment Methods

Payment may be made by bank transfer or another payment method approved by the Company.

10.4 Bank Charges

Unless otherwise agreed, the Customer is responsible for bank, intermediary bank, foreign exchange and other payment charges incurred in making payment to the Company.

The Company must receive the full invoiced amount, except to the extent a deduction or withholding is required by applicable law.

10.5 No Set-Off

Except for deductions or withholdings required by applicable law, and except where otherwise prohibited by applicable law, payments shall be made without set-off, counterclaim or deduction.

11. TAXES

Prices are exclusive of VAT, sales tax and other similar indirect taxes where applicable, unless expressly stated otherwise.

The Company is not currently representing itself under this Agreement as VAT-registered.

The absence of a VAT registration number in this Agreement shall not prevent the Company from registering for VAT or another applicable tax in the future where required or elected under applicable law.

If the Company becomes legally required to charge VAT or another applicable indirect tax, such tax may be added to amounts payable by the Customer to the extent permitted or required by applicable law and the applicable Commercial Offer.

The Customer is responsible for taxes imposed upon the Customer's purchase or use of the Services, except taxes imposed upon the Company's net income.

Where the Customer claims an exemption, reverse-charge treatment or other specific tax treatment, the Customer shall provide valid tax information and documentation reasonably requested by the Company.

If applicable law requires the Customer to deduct or withhold tax from a payment, the Customer shall provide the Company with appropriate official evidence of such withholding.

The Parties shall cooperate reasonably in relation to applicable tax documentation.

12. INVOICING

The Company may issue invoices electronically.

The Customer shall provide complete and accurate billing information, including:

• legal company name;
• registered address;
• registration number;
• VAT or tax identification number, where applicable;
• billing contact; and
• other information reasonably required for invoicing or compliance.

The Customer is responsible for promptly notifying the Company of changes to its billing information.

13. PAYMENTS ARE FINAL AND NON-REFUNDABLE

Except where expressly required by applicable law, all payments made to the Company are final, non-cancellable and non-refundable.

Without limitation, no refund, reimbursement, repayment, service credit or other financial compensation shall be due merely because:

• the Customer does not use or fully use purchased Shipment Credits;
• Shipment Credits expire;
• the Customer ceases using the Services;
• the Customer terminates an Order or its Account;
• the Customer's business requirements, internal policies or technical requirements change;
• a Shipment is delayed, cancelled, rerouted, returned, held or otherwise affected by a carrier or other third party;
• Tracking Data for a particular Shipment, carrier, route or transportation mode is incomplete, delayed, inaccurate or unavailable;
• a carrier, data provider or other third-party source changes, restricts, suspends or discontinues access to data;
• a particular carrier, route, Shipment or transportation movement cannot be tracked;
• notifications, webhooks or Tracking Data are delayed or unavailable;
• the Customer fails to complete an integration or implementation;
• the Customer does not achieve an expected commercial, operational, financial or other result from use of the Services; or
• the Customer no longer requires the purchased Services.

Any refund, reimbursement, service credit, extension of Shipment Credits or other financial or commercial accommodation offered by the Company shall be entirely at the Company's sole discretion, unless expressly agreed otherwise in the applicable Commercial Offer.

The granting of a refund, credit, extension or other accommodation in one case shall not create any obligation or precedent requiring the Company to provide the same or similar treatment in another case.

Nothing in this Section excludes or limits a right or remedy that cannot lawfully be excluded or limited under applicable law.

14. ACCESS TO THE SERVICES

Following receipt of payment, where advance payment is applicable, and completion of any reasonably required account or compliance procedures, the Company shall make the purchased Services available to the Customer within a commercially reasonable period.

Where API access is included, the Company may issue API credentials or otherwise enable API functionality.

The Customer acknowledges that certain Services may require:

• account registration;
• technical integration;
• API configuration;
• verification;
• testing; or
• provision of information by the Customer

before they can be used.

Delay caused by the Customer's failure to complete required implementation steps does not extend the validity period of purchased Shipment Credits unless expressly agreed otherwise by the Company in writing.

15. API ACCESS AND CREDENTIALS

API keys, passwords, credentials and other authentication information are confidential and must be protected by the Customer.

The Customer shall not disclose or provide its credentials to unauthorized third parties.

The Customer is responsible for activity performed through its credentials unless caused by a security breach attributable to the Company.

The Company may suspend, revoke or rotate credentials where reasonably necessary for security, suspected misuse, technical protection or compliance purposes.

The Customer shall implement the API in accordance with applicable Documentation.

16. CUSTOMER OBLIGATIONS

The Customer shall:

• provide accurate information reasonably required for provision of the Services;
• use the Services only for lawful business purposes;
• ensure it has the right to submit shipment references and Customer Data to Tracking One;
• protect Account and API credentials;
• comply with applicable laws and regulations;
• comply with reasonable technical requirements;
• not interfere with the Platform's operation or security; and
• comply with the Terms of Service.

The Customer is responsible for use of the Services by persons accessing them through the Customer's Account or credentials.

17. TRACKING DATA AND THIRD-PARTY SOURCES

The Customer acknowledges that substantial portions of Tracking Data may originate from:

• carriers;
• shipping lines;
• airlines;
• terminals;
• ports;
• logistics providers;
• public information sources;
• commercial data providers; and
• other third parties.

Tracking One does not control all such sources.

Accordingly, Tracking Data may be:

• delayed;
• incomplete;
• inaccurate;
• duplicated;
• inconsistent;
• unavailable;
• subsequently corrected; or
• affected by technical or operational issues outside Tracking One's control.

Tracking One may process, normalize, aggregate or present third-party information but does not thereby become the original source of that information.

18. “REAL-TIME” AND ETA DISCLAIMER

Any reference to “real-time”, “live”, “current” or similar terminology describes the intended nature of the Service and does not guarantee instantaneous transmission or continuous availability of Tracking Data.

Updates may be delayed by carriers, third-party providers, network infrastructure or other factors.

Estimated times of arrival, departure, delivery, transit times and other predictions are estimates only.

They are not guarantees or contractual commitments regarding actual transportation performance.

The Customer should verify critical shipment information with the relevant carrier or logistics provider where operational, financial, customs, safety or other material decisions depend upon such information.

19. NOTIFICATIONS AND WEBHOOKS

Tracking One may provide email notifications, webhook notifications, alerts or similar automated communications.

Such notifications are provided for convenience.

The Company does not guarantee that any particular notification will:

• be delivered;
• be delivered without delay;
• be delivered exactly once;
• contain the latest available information; or
• be received or processed by the Customer's systems.

Notifications may be delayed, duplicated, blocked, lost or otherwise affected by email providers, networks, Customer systems, endpoint configuration or third-party infrastructure.

The Customer shall not rely exclusively on notifications or webhooks for time-critical or commercially critical decisions.

The Customer is responsible for maintaining and monitoring its own email addresses, endpoints, integrations and technical systems.

20. AVAILABILITY AND SERVICE CHANGES

The Company will use commercially reasonable efforts to provide the Services.

Unless an SLA expressly agreed in writing provides otherwise, the Company does not guarantee uninterrupted or error-free availability.

The Company may perform maintenance, upgrades, security changes and technical modifications.

The Company may modify the Platform and Services from time to time, provided such modifications do not materially deprive the Customer of the core paid functionality of an active Order without reasonable justification.

21. SUPPORT

Support, if included, shall be provided in accordance with the applicable Commercial Offer, Documentation or support arrangements published or communicated by the Company.

Unless expressly agreed otherwise, no specific response or resolution time constitutes a guaranteed SLA.

22. INTELLECTUAL PROPERTY

All intellectual property rights in and to:

• Tracking One;
• the Platform;
• APIs;
• software;
• algorithms;
• databases;
• Documentation;
• designs;
• trademarks;
• interfaces; and
• Company-created materials

remain owned by the Company or its licensors.

The Customer receives only the limited, non-exclusive, non-transferable right to access and use the Services for its authorized internal business purposes in accordance with the applicable Order.

No ownership rights are transferred to the Customer.

23. CUSTOMER DATA

The Customer retains its rights in Customer Data.

The Customer grants the Company the rights reasonably necessary to host, process, transmit, normalize, analyze and otherwise use Customer Data solely to the extent reasonably necessary to:

• provide the Services;
• maintain, operate and secure the Platform;
• provide technical support;
• prevent fraud and misuse;
• troubleshoot and improve the Services;
• comply with applicable law; and
• exercise the Company's rights and perform its obligations under the applicable contractual documents.

The Customer represents and warrants that it has the rights and legal basis necessary to provide Customer Data to the Company.

The Company shall not sell Customer Data as a standalone commercial product.

The Company shall not use Customer Data to train third-party artificial intelligence or machine-learning models unless the Customer expressly agrees otherwise or such processing is otherwise expressly agreed in applicable contractual documentation.

Nothing in this Section limits the Company's right to use aggregated or de-identified information where such information does not identify the Customer or an identifiable natural person and such use is permitted by applicable law and contractual obligations.

24. PERSONAL DATA

Each Party shall comply with applicable data protection laws to the extent applicable to its processing activities.

Where Tracking One processes personal data on behalf of the Customer as a processor and applicable law requires a data processing agreement, the Parties shall enter into or be subject to the Company's applicable Data Processing Agreement.

The Company's applicable Privacy Policy, Cookie Policy and other privacy documentation shall govern processing activities within their respective scope.

25. CONFIDENTIALITY

Each Party shall protect non-public information disclosed by the other Party that is identified as confidential or reasonably should be understood to be confidential.

Confidential Information may include:

• pricing;
• Commercial Offers;
• discounts;
• technical information;
• API documentation not publicly available;
• business plans;
• customer information;
• security information; and
• other proprietary business information.

The receiving Party shall use Confidential Information only for purposes connected with the contractual relationship between the Parties.

This obligation does not apply to information that the receiving Party can demonstrate:

(a) is or becomes publicly available without breach;

(b) was lawfully known to it without restriction;

(c) was lawfully received from another source without confidentiality restriction;

(d) was independently developed without use of the Confidential Information; or

(e) must be disclosed under applicable law or binding order.

Where disclosure is required by applicable law, regulation, court order or other binding legal process, the receiving Party may make the required disclosure.

Where legally permitted and reasonably practicable, the receiving Party shall provide the disclosing Party with reasonable prior notice of such compelled disclosure and shall reasonably cooperate, at the disclosing Party's expense, with efforts to seek confidential treatment, a protective order or another appropriate protective measure.

26. SUSPENSION

The Company may suspend all or part of the Customer's access where reasonably necessary because of:

• overdue payment;
• suspected fraud;
• security risk;
• misuse of the Services;
• breach of this Agreement or the Terms of Service;
• sanctions or compliance concerns;
• unauthorized access;
• risk to the Platform or other customers; or
• legal or regulatory requirements.

Where reasonably practicable, the Company will notify the Customer of the reason for suspension.

Suspension does not waive amounts already due and does not automatically extend the validity period of Shipment Credits.

27. TERM

This Agreement applies from the Customer's acceptance in accordance with Section 1.

The commercial term of each Order shall be determined by the applicable Commercial Offer and this Agreement.

Unless otherwise stated in the Commercial Offer, Shipment Credit validity is governed by Section 7.4.

Expiration of one Order does not prevent the Customer from entering into subsequent Orders under this Agreement.

28. TERMINATION

Either Party may terminate an applicable Order for material breach by the other Party where:

(a) the breach is incapable of remedy; or

(b) the breach is capable of remedy but remains uncured for thirty (30) days after written notice describing the breach.

Either Party may terminate immediately if the other Party enters liquidation, bankruptcy or a substantially equivalent insolvency proceeding, subject to applicable law.

The Company may terminate or suspend an Order immediately where continued provision of the Services would violate applicable law, sanctions requirements or binding governmental requirements.

The Company may also terminate or suspend an Order in accordance with the Terms of Service where the Customer materially misuses the Services or Platform.

Unless expressly agreed otherwise by the Company in writing, termination by the Customer for convenience does not create a right to any refund, reimbursement or service credit.

29. EFFECT OF TERMINATION

Upon termination:

• the Customer shall cease unauthorized use of the terminated Services;
• unpaid amounts already due remain payable;
• accrued rights and liabilities remain unaffected; and
• provisions intended by their nature to survive shall survive.

Where the Customer terminates for convenience, or the Company terminates due to Customer breach, unused Shipment Credits are forfeited upon termination and are not refundable, except where applicable law expressly requires otherwise.

Termination based on an alleged breach by the Company does not, by itself, create a right to a refund, reimbursement, service credit or repayment.

Any remedy for an established breach by the Company shall be determined in accordance with this Agreement, including the limitations and remedies set out in Section 32, the applicable Terms of Service, and applicable law.

Any refund, credit or other financial accommodation shall be available only where:

(a) expressly required by applicable law;

(b) expressly provided in the applicable Commercial Offer;

(c) expressly required as a remedy under the applicable contractual documents; or

(d) expressly approved by the Company in writing.

30. WARRANTIES

The Company warrants that it will provide the Services with commercially reasonable skill and care.

Except as expressly stated in this Agreement and to the maximum extent permitted by applicable law, the Services and Tracking Data are provided “as is” and “as available.”

The Company does not warrant that:

• all carriers or shipments will be supported;
• Tracking Data will always be available;
• Tracking Data will always be accurate or complete;
• every transportation event will be reported;
• estimated dates will be achieved;
• the Services will be uninterrupted; or
• the Services will meet every specific Customer business requirement.

31. CUSTOMER DECISIONS

The Services are informational tools.

The Customer remains responsible for its own operational, commercial and other business decisions.

Tracking Data does not constitute professional advice, transportation instructions, customs advice, insurance advice or a guarantee of transportation performance.

The Customer shall not use Tracking Data as the sole basis for decisions where independent verification would reasonably be appropriate.

32. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, neither Party shall be liable to the other for:

• indirect loss;
• consequential loss;
• loss of profit;
• loss of revenue;
• loss of anticipated savings;
• loss of business opportunity;
• loss of goodwill; or
• business interruption,

arising out of or relating to an Order or the Services.

To the maximum extent permitted by applicable law, the Company's aggregate liability arising out of or relating to an Order shall not exceed the total Charges actually paid by the Customer to the Company under the affected Order during the twelve (12) months preceding the event giving rise to the claim, or, where the affected Order has existed for less than twelve months, the Charges actually paid under that Order.

For Services provided free of charge and not forming part of a paid Order, the Company's aggregate liability shall not exceed USD 100.

The limitations in this Section apply regardless of the legal theory upon which liability is asserted, to the extent permitted by applicable law.

Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited.

33. THIRD-PARTY SERVICES AND DATA

Tracking One may rely upon third-party infrastructure, software, APIs, telecommunications providers and data providers in providing the Services.

The Company shall not be responsible for failures, delays, inaccuracies or unavailability caused solely by third-party systems or data sources outside its reasonable control, subject to applicable law.

Third-party terms may apply where the Customer independently accesses or contracts with a third-party product or service.

34. INDEMNIFICATION

The Customer shall defend, indemnify and hold harmless the Company and its officers, employees and contractors from third-party claims arising from:

• unlawful use of the Services by the Customer;
• Customer Data provided without sufficient rights or legal basis;
• infringement of third-party rights by Customer-provided content or data;
• unauthorized resale or redistribution of the Services or Tracking Data;
• misuse of API credentials; or
• material violation by the Customer of applicable law.

The indemnified Party shall provide reasonable notice of the claim and reasonable cooperation.

The indemnifying Party shall not enter into a settlement imposing an admission of wrongdoing or non-monetary obligation upon the indemnified Party without its prior written consent, not to be unreasonably withheld.

35. FORCE MAJEURE

Neither Party shall be liable for failure or delay in performing an obligation, other than a payment obligation already due, to the extent caused by circumstances beyond its reasonable control.

Such circumstances may include:

• natural disasters;
• war;
• terrorism;
• civil disturbance;
• governmental action;
• sanctions;
• widespread telecommunications failure;
• widespread cloud infrastructure failure;
• cyber incidents not reasonably preventable by the affected Party;
• carrier-system outages;
• strikes; or
• other comparable events beyond reasonable control.

The affected Party shall use commercially reasonable efforts to mitigate the effect of the event.

36. COMPLIANCE, SANCTIONS AND BUSINESS VERIFICATION

Each Party shall comply with applicable laws relating to its performance under this Agreement.

The Customer shall not use the Services in violation of applicable:

• sanctions;
• export controls;
• anti-money laundering laws;
• anti-bribery laws; or
• other applicable trade restrictions.

The Company may refuse, suspend or terminate Services where it reasonably determines that providing the Services may expose the Company, its Affiliates, banking partners, payment providers or service providers to sanctions, regulatory, fraud or material compliance risk.

The Company may request information and documentation reasonably necessary to conduct:

• business verification;
• customer identification;
• KYC or KYB checks;
• sanctions screening;
• payment verification;
• beneficial ownership verification; or
• other reasonable compliance checks.

Failure to provide reasonably requested compliance information may result in rejection, suspension or termination of an Order.

The Company is not required to disclose confidential details of its internal compliance or risk-assessment procedures.

37. ASSIGNMENT

The Customer may not assign this Agreement or an Order without the Company's prior written consent, except as required by mandatory law.

The Company may assign this Agreement or an Order to an Affiliate or in connection with a merger, acquisition, corporate reorganization or transfer of all or substantially all of the relevant business or assets.

38. NO PARTNERSHIP OR AGENCY

Nothing in this Agreement creates a partnership, joint venture, employment relationship, fiduciary relationship or agency between the Parties.

Neither Party has authority to bind the other except where expressly authorized in writing.

39. NO THIRD-PARTY BENEFICIARIES

Except where expressly stated otherwise, this Agreement is for the benefit of the Parties and does not create enforceable rights for third parties.

40. NOTICES

Contractual and legal notices to the Company may be sent to:

MLab Digital Business Expertise L.L.C-FZ
Meydan Grandstand, 6th Floor
Meydan Road, Nad Al Sheba
Dubai, United Arab Emirates

Email: it@tracking.one

Notices to the Customer may be sent to the Customer's registered address, billing address, Account email or other contact address supplied to the Company.

Email notices shall be considered written notices for purposes of this Agreement where permitted by applicable law.

41. AMENDMENTS

The Company may update this Public Offer Agreement from time to time.

Unless required by applicable law, amendments shall not retroactively change the specific commercial terms of an Order already accepted and paid for.

An Order accepted after publication of an updated version shall be subject to the version applicable at the time of acceptance unless otherwise expressly stated.

Material amendments to an existing individually negotiated Order require written agreement where such amendment would materially alter the Customer's expressly agreed commercial rights.

42. ENTIRE AGREEMENT

The contractual documents identified in Section 3 constitute the entire agreement between the Parties concerning the relevant Order and supersede prior discussions, proposals and representations concerning the same subject matter.

Nothing in this Section excludes liability for fraud or fraudulent misrepresentation to the extent such liability cannot lawfully be excluded.

43. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, that provision shall be enforced to the maximum extent permitted and the remaining provisions shall remain effective.

44. WAIVER

Failure or delay by either Party in exercising a contractual right does not constitute a waiver of that right.

A waiver is effective only with respect to the specific circumstance for which it is given.

45. INTERPRETATION

Headings are for convenience only and do not affect interpretation.

Words in the singular include the plural and vice versa where appropriate.

References to “including” or “includes” mean including without limitation.

References to writing include email and other electronic written communications where appropriate.

46. GOVERNING LAW AND DISPUTE RESOLUTION

46.1 Governing Law

This Agreement, each Order and any contractual or non-contractual obligations arising out of or relating to them shall be governed by the laws of the United Arab Emirates as applicable in the Emirate of Dubai, without regard to conflict-of-law principles.

46.2 Notice of Dispute and Good-Faith Resolution

Before commencing arbitration, the Party asserting a dispute, controversy, difference or claim shall provide the other Party with a written notice describing in reasonable detail:

• the nature of the dispute;
• the material facts giving rise to the dispute; and
• the relief or remedy sought.

Unless urgent interim, precautionary, emergency or conservatory relief is reasonably required, the Parties shall use reasonable good-faith efforts to resolve the dispute during the thirty (30) days following receipt of such notice.

Representatives of the Parties with appropriate authority to resolve the dispute should participate in such discussions where reasonably practicable.

If the dispute remains unresolved after the thirty-day period, either Party may commence arbitration in accordance with this Section.

The Parties may agree in writing to shorten or extend the negotiation period.

46.3 Arbitration

Any dispute, controversy, difference or claim arising out of or relating to this Agreement, any Commercial Offer, any Order or the Services, including the existence, validity, interpretation, performance, breach or termination thereof, or any dispute regarding contractual or non-contractual obligations arising out of or relating thereto, shall be referred to and finally resolved by arbitration administered by the Dubai International Arbitration Centre (“DIAC”) in accordance with the DIAC Arbitration Rules in force at the time the arbitration is commenced.

The DIAC Arbitration Rules are deemed incorporated by reference into this Section.

46.4 Seat of Arbitration

The seat, or legal place, of arbitration shall be:

Dubai, United Arab Emirates.

46.5 Tribunal

The arbitral tribunal shall consist of one (1) arbitrator, unless the Parties expressly agree otherwise in writing or the applicable mandatory rules require otherwise.

46.6 Language

The language of the arbitration shall be English.

Documents originally created in another language may be required to be accompanied by an English translation where reasonably required by the tribunal.

46.7 Final and Binding Award

The arbitral award shall be final and binding upon the Parties.

Judgment upon or recognition and enforcement of the award may be sought before any court of competent jurisdiction.

46.8 Interim and Conservatory Relief

Nothing in this Agreement prevents either Party from applying to a competent court, DIAC emergency arbitrator or other competent authority for interim, precautionary, emergency or conservatory relief where appropriate.

Any such application shall not be treated as incompatible with, or as a waiver of, this arbitration agreement.

46.9 Confidentiality of Proceedings

To the extent permitted by applicable law and the applicable DIAC Arbitration Rules, the Parties shall treat the existence of the arbitration, submissions, evidence, documents specifically produced for the arbitration, hearings and arbitral award as confidential.

Disclosure is permitted where reasonably necessary:

• to obtain legal, tax, accounting or other professional advice;
• to enforce or challenge an arbitral award;
• to comply with applicable law or regulatory requirements;
• to communicate with insurers, auditors, financing providers or professional advisers subject to appropriate confidentiality obligations; or
• where otherwise required by a competent authority.

47. COMPANY DETAILS

Provider:
MLab Digital Business Expertise L.L.C-FZ

Registered Address:
Meydan Grandstand, 6th Floor
Meydan Road, Nad Al Sheba
Dubai, United Arab Emirates

Registration Number: 2539104

Corporate Tax Identification Number (CIT): 105247632000001

Website: tracking.one

Email: it@tracking.one

For the avoidance of doubt, the Corporate Tax Identification Number stated above is not represented as a VAT Tax Registration Number (TRN).

48. PAYMENT INSTRUCTIONS AND BANK DETAIL SECURITY

The Customer shall make payment only to the bank account, payment processor or other payment method specified in the applicable invoice or Commercial Offer, unless the Company expressly provides different payment instructions in writing.

The Customer shall pay in the currency specified in the applicable invoice or Commercial Offer unless the Company expressly approves another currency in writing.

The Company's bank account details may differ depending on:

• invoice currency;
• banking arrangements;
• payment provider; or
• other legitimate payment requirements.

The Company may update or replace its banking or payment details from time to time.

Bank account numbers, IBANs and other payment credentials published in a previous version of this Agreement should not be relied upon independently of the applicable invoice or current written payment instructions from the Company.

The Customer is responsible for using the payment details stated in the applicable invoice or otherwise expressly confirmed by the Company.

For security purposes, the Customer should independently verify any unexpected communication requesting a change to:

• beneficiary name;
• bank;
• account number;
• IBAN;
• SWIFT / BIC;
• payment provider; or
• other material payment details.

Where the Customer receives altered, inconsistent or suspicious payment instructions, the Customer should verify the instructions directly with the Company through:

it@tracking.one

or another independently established Company communication channel before making payment.

To the maximum extent permitted by applicable law, Tracking One shall not be responsible for payment sent to an unauthorized third-party account where the Customer failed to follow reasonable verification procedures after receiving altered, fraudulent or suspicious payment instructions.

Any foreign exchange, intermediary bank, correspondent bank or similar charges resulting from the Customer's use of an incorrect currency or payment route shall be borne by the Customer to the extent permitted by applicable law.

49. ACCEPTANCE

By accepting a Commercial Offer or Order referring to this Agreement, confirming acceptance electronically, or paying the corresponding invoice, the Customer acknowledges and agrees that:

1. the Customer is acting exclusively for business or professional purposes;
2. the Customer has had a reasonable opportunity to review this Agreement and the contractual documents applicable to the Order before acceptance;
3. the Customer has reviewed and accepts this Agreement;
4. the Customer accepts the applicable Commercial Offer or Order;
5. the Customer accepts the applicable Tracking One Terms of Service;
6. the person accepting on behalf of the Customer has authority to bind the Customer;
7. payment of the applicable invoice may constitute acceptance of the relevant Order and this Agreement; and
8. the contractual relationship between the Parties shall be governed by the contractual documents identified in Section 3.