Terms of Service & Subscriber Agreement

Last Modified: May 30, 2025

This Subscriber Agreement (these “Terms”; and collectively with all Order Forms, the Veroot Privacy Policy, and all documents or other terms incorporated herein or therein each as applicable and in effect from time to time, collectively, the “Agreement”) sets forth the terms and conditions under which Provider will provide the Services and Subscriptions, and/or any other services, applications and features offered or enabled by or through us with respect thereto, except where we explicitly state otherwise. “Veroot”, “our”, “we”, “us” and “Provider” refer to Veroot, LLC, an Ohio limited liability company. “You” or “Your” refers to Subscriber, which is defined below. Capitalized terms used in the Subscriber Agreement may be defined herein or within an Order Form.

I. DEFINED TERMS.

1. 1. “Confidential Information” has the meaning set forth in Section VIII.

   2. “Documentation” means any manuals, instructions or other documents or materials that the Provider provides or makes available to Subscriber in any form or medium and which describe the functionality, components, features or requirements of the Services or System including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.

   3. “Effective Date” means the date specified on the Order Form.

   4. “Initial Term” has the meaning set forth in Section X(a).

   5. “Marks” has the meaning set forth in Section XVIII.

   6. “Order Form” means an order form signed by Subscriber, which is fully incorporated herein, as such order form may, from time to time, be modified to include additional Services.

   7. “Professional Services” means implementation, configuration, consulting and other such professional services identified on an Order Form.

   8. “Professional Services Fees” means additional fees for Professional Services as set forth in Section VII(b).

   9. “Provider” means Veroot, LLC, an Ohio corporation.

   10. “Renewal Term” has the meaning set forth in Section X(a).

   11. “Representatives” has the meaning set forth in Section VIII.

   12. “Services” means the work to be performed and the services to be provided by Provider as contemplated by this Agreement, including but, not limited to, the Support Services and the Professional Services.

   13. “Subscriber” is the entity that has executed an Order Form.

   14. “Subscriptions” has the meaning set forth in Section III.

   15. “Support Services” has the meaning set forth in Section VI.

   16. “System” means the software and computer systems provided by Provider for purposes managing security, regulatory and compliance-related activities, including but not limited to TSA, CTPAT, IATA, IAC, AEO, OEA, FCPA, USDOT, Cybersecurity, Vendor Management, Regulatory Training, Data Sharing, and other related solutions, which is to be used by User through www.veroot.com for the Services, as specified in this Agreement.

   17. “Term” has the meaning set forth in Section X(a).

   18. “User” means each authorized employee of Subscriber in good standing, and each customer of Subscriber approved by Provider in writing, that uses the System and is permitted to access policy information.

   19. “User ID” has the meaning set forth in Section IV(b).

II. OWNERSHIP AND PROHIBITED CONDUCT.

1. 1. Provider and its suppliers own the Services, System and any documentation, including, without limitation, any and all worldwide copyrights, patents, trade secrets, trademarks and proprietary and confidential information rights in or associated with the foregoing. The Services, System and documentation are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. No ownership rights in the Services, System or documentation are transferred to Subscriber. Subscriber agrees that nothing in this Agreement, any Order Form or associated documents gives it any right, title or interest in the Services, System or documentation, except for the limited express rights granted in this Agreement. THIS AGREEMENT IS NOT A WORK-FOR-HIRE AGREEMENT. At no time shall Subscriber file or obtain any lien or security interest in or on any components of the Services, System or documentation.

   2. Prohibited Conduct. Subscriber agrees not to: (a) remove copyright, trademark or other proprietary rights notices that appear on or during the use of the Services, System, documentation; (b) sell, transfer, rent, lease or sub-license the Services, System or documentation;; (c) alter or modify the Services, System or documentation; (d) reverse engineer, disassemble, decompile or attempt to derive source code from the Services, System or documentation, or prepare derivative works therefrom; (e) bypass or breach any security device or protection used by the Services or Documentation; (f) input, upload, transmit or otherwise provide to or through the Services or System, any information or materials that are unlawful or injurious, or contain, transmit or activate any virus, worm, malware or other malicious computer code; (g) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, System or Provider’s provision of services to any third party, in whole or in part; (h) access or use the Services or Documentation in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property rights or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other Provider customer), or that violates any applicable law; (i) access or use the Services, System or Documentation for purposes of competitive analysis of the Services, System or Documentation, the development, provision or use of a competing software service or product or any other purpose that is to the Provider’s detriment or commercial disadvantage; (j) access or use the Services, System or Documentation in, or in association with, the design, construction, maintenance, operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage; or (k) otherwise access or use the Services, System or Documentation beyond the scope of the authorization granted under this Agreement.

III. SUBSCRIPTION RIGHTS. Subject to Subscriber’s compliance with the terms of the Agreement, Provider grants Subscriber a, non-exclusive, limited, non-assignable (except as hereinafter provided), non-sublicensable, revocable, right to access and use the System solely for Subscriber’s internal business purposes, and solely for such number of Users paid for on behalf of Subscriber (“Subscriptions”) as expressly stated in the Order Form. Subscriber acknowledges and agrees that Provider, its affiliates, and/or its designees (collectively, the “Provider Parties”) may monitor, access, download, use, and disclose data collected under this Agreement. Subscriber further acknowledges that all components of the System made available by Provider, including any components downloaded or installed locally on Subscriber’s or Users’ systems, are solely for use with the System and are not intended to be used on a stand-alone basis.

IV. SUBSCRIPTION USE.

1. 1. Users. Subscriber is only permitted to grant System access to the number of Users as paid-for Subscriptions as set forth on the applicable executed Order Form and will not permit third parties to use the System. To the extent agreed to on an Order Form, Affiliates of Subscriber will have rights to use a System only to the extent such Affiliate(s) are expressly identified on the Order Form for such System. In such case, Subscriber shall be responsible for any breaches of this Agreement by such Affiliate as if the Affiliate was the Subscriber.

   2. User Login Identities. Each User must register a unique user account (“User ID”) and create a unique and secure password. The use and confidentiality of any and all login identities and password(s) are the responsibility of the Subscriber. User ID(s) are unique to a single person and are non-transferrable. Only the registered User may use the User ID. Subscriber is solely responsible for all costs, expenses, and third-party claims resulting from the unauthorized use of any login identities and password(s). Subscriber will notify Provider in writing within 24 hours of any lost or stolen passwords.

   3. Service Upgrades. At any point during the Term, Subscriber may make additional purchases. In such event, Provider and Subscriber will execute a revised Order Form or a new Order Form, all terms and conditions of this Agreement will continue to apply, and the Term will continue. Notwithstanding the foregoing, Subscriber may purchase additional training credits online without executing a new or amended Order Form and such purchase shall be governed by the Agreement.

   4. Audit Rights. Upon reasonable notice to Subscriber, Provider shall be permitted access to the System solely to audit Subscriber’s use of the System in order to determine Subscriber’s compliance with the licensing and pricing terms of this Agreement and the applicable Order Form(s). Subscriber shall reasonably cooperate with the Provider’s audit.

   5. Operation of the System. Subscriber acknowledges and agrees that it is responsible for instituting reasonable security procedures for Users and implementing reasonable procedures to examine and verify all output before use.

V. DATA INTEGRATIONS. Data Integrations. If Subscriber uses data integration Services, Subscriber agrees to safeguard all data against unauthorized use or disclosure; promptly notify Provider of any improper access; certify deletion upon request in the event of improper access; limit use and disclosure strictly to permitted purposes under the Subscription Agreement; and cooperate with Provider in any investigation or regulatory matter arising from such access. Subscriber shall indemnify and hold harmless Provider and its affiliates from any claims, damages, or liabilities related to Subscriber’s receipt, use, or failure to delete improperly received data.

VI. TECHNICAL SUPPORT AND CONSULTING SERVICES.

1. Provider aims to make the System available to Subscriber and its Users 24 hours a day, 7 days a week, except for planned down-time for maintenance. Provider provides support during normal business hours (9:00 a.m. to 5:00 p.m. Eastern Standard Time, Monday through Friday, excluding holidays) (the “Support Services”) to Subscribers in good standing. Support Services do not include third-party software or systems. Provider may provide implementation, consulting, onsite training, and other add-on services (the “Consulting Services”) upon request from Subscriber, and as mutually agreed upon in an executed Order Form, subject to Consulting Services Fees.

2. Additional Consulting Services Responsibilities. In addition to what is provided on an Order Form for Consulting Services, the following terms apply for Consulting Services for CTPAT-related services: (i) prior to the start of work, the Subscriber must participate in a kick-off call with Veroot's customer implementation team and provide requested feedback promptly to ensure timely progress; (ii) Veroot's estimated timeframe for completing the portal submission is approximately four to six weeks from the date it receives the data requested during the kick-off call, however timeframes may vary; (iii) if the U.S. Customs and Border Protection’s (CBP) rejects or suspends a Subscriber’s application(s) for non-standard application processes, including, but not limited to, unpaid debts to the U.S. government, fraud, eligibility issues, national security concerns, or any other non-standard reason(s), then Veroot is not responsible for such delays and payment remains due in accordance with this Agreement; (iv) for CTPAT Annual Review or CTPAT Validation Consulting Services, Veroot will request the required supporting data, will send at least three (3) reminders to submit such data before the deadline, and Subscriber must provide it along with an e-signed upload sign-off form no later than (5) business days before the Annual Review due date. The Subscriber shall pay the expedited fee provided on the applicable Order Form if Subscriber submits the required supporting data fewer than 5 business days before the due date; and (v) Subscriber shall pay the fees as provided in the Order Form for Consulting Services even if Subscriber withdraws or otherwise decides not to proceed with a CTPAT application.

VII. PAYMENT TERMS.

1. 1. Subscriber Account. For the Subscription, Subscriber will pay to Provider in advance the nonrefundable, monetary payments set forth on the applicable Order Form(s).

   2. Professional Services Fees. Unless otherwise specified on the Order Form, Professional Services Fees, if selected by Subscriber, shall be paid by Subscriber on a regularly scheduled basis, as specified in the Order Form, at Provider’s prevailing rates in effect at the time of the performance of the Professional Services. All Professional Services Fees (including all expenses) are due net fifteen (15) days from the invoice date.

   3. Late Payments; Insufficient Balance. Any fees not paid within thirty (30) days of the due date will accrue interest at the lesser of 1.5% per month or the maximum amount permitted by applicable law. In the event the Subscriber’s subscription service account is unused or fees remain unpaid for more than 30 days, Provider may, at its sole discretion, (i) cancel Subscriber’s Subscription(s); (ii) terminate this Agreement; and (iii) suspend or cease the provision of any Subscriptions or Services to Subscriber, unless and until all fees are paid in full, all without liability to Provider of any sort, including, without limitation, any liability related to consequential or any other damages. Subscriber shall be responsible for any collection costs incurred by Provider, including attorneys fees and collection agency fees, resulting from Subscriber’s non-payment of fees due in accordance with the Agreement or any Order Form.

   4. Taxes; Fees. Subscriber is responsible for the payment of any and all national, state or local sales, use, value added or other taxes, customs, duties, or fees imposed based on the Subscriptions or Services (other than taxes on Provider’s gross income or gross receipts) and agrees to indemnify, defend and hold harmless Provider from any and all liability for such payments.

   5. Cost of Necessary Extra Components. Subscriber is responsible for paying for all components which it needs in order to access and use the System as contemplated by this Agreement, including, without limitation, computers, printers, and Internet connections.

VIII. CONFIDENTIALITY. All Confidential Information (defined below) disclosed by any party hereto in connection with this Agreement will remain the exclusive and confidential property of the disclosing party. “Confidential Information” means any non-public information of a proprietary or confidential nature, including but not limited to Subscriber data and personal information, policies, business records, financial information, strategies, methods, pricing or practices, or that is otherwise of such a nature as customarily would be confidential between business parties. Subject to the other terms and provisions of this Agreement, the receiving party shall (A) not disclose the Confidential Information of the disclosing party to any third party without the prior written consent of the disclosing party, (B) use the Confidential Information only as permitted under this Agreement, (C) use at least reasonable care in protecting the Confidential Information of the disclosing party, and (D) limit access to Confidential Information to it and its Affiliates and their officers, directors, shareholders, employees, independent contractors, legal advisors, and agents (collectively, “Representatives”) with a need to know and will instruct such Representatives to keep such information confidential. Confidential Information shall not include information that: (i) is or becomes publicly known through no wrongful act, fault or negligence of the receiving party; (ii) was disclosed to the receiving party by a party who may disclose such information without violating any confidentiality obligation; (iii) is approved for release by prior authorization of the disclosing party or another authorized party; (iv) was in the receiving party’s possession prior to the disclosing party’s disclosure hereunder; (v) was or is independently developed by the receiving party without using any Confidential Information; or (vi) is publicly disclosed pursuant to any law, ruling, subpoena, court order, or requirement of a governmental agency; provided, however, the receiving party will give the disclosing party advance notice of any such required disclosure under clause (vi) so that the disclosing party may obtain a protective order or such other relief as it may deem necessary to protect its interests. Expiration or termination of this Agreement shall not relieve a party of any of its obligations under this Section VII.

IX. DISCLOSURE OF DATA. Subscriber hereby represents and warrants to Provider that Subscriber: (i) has obtained any required consent to disclose data to the Provider Parties and for the Provider Parties to perform the Services, including any required consent from the applicable data sources; and (ii) has provided any required disclosure notice to employees, contractors and/or agents in accordance with state and federal law, to permit the disclosure of data to the Provider Parties and the performance of the Services by the Provider Parties. Subscriber agrees to defend, indemnify and hold harmless Provider and its affiliates, and each of its directors, officers, employees, and agents from and against all third-party claims, losses, liabilities, costs, expenses, demands, fines, and penalties (including without limitation reasonable attorneys’ fees and costs) arising from or relating to any failure by Subscriber to comply with any applicable federal, state, or local laws, regulations, or codes. Subscriber hereby authorizes the Provider Parties to disclose data to third parties as appliable by law in connection with the performance of the Services.

X. TERM AND TERMINATION.

1. 1. Term. This Agreement shall remain in effect for the period commencing on the effective date, and will continue until all Order Forms are terminated or expired in accordance with their terms. Unless otherwise stated on an Order Form: (a) the initial term of a Subscription Order Form is twelve (12) months, and the order will automatically renew for successive 12-month terms unless either party provides notice of non-renewal at least 60 (sixty) days before the end of the then-current term or it is otherwise terminated in accordance with the terms of this Agreement (each such renewal is a “Renewal Term”); and (b) the term of a Services Order Form is provided in the applicable Order Form.

   2. Annual Increase. Provider reserves the right to increase the Subscription Fee the greater of CPI or 4% on each anniversary of the effective date unless otherwise specified on the Order Form.

   3. Provider’s Right to Terminate. Provider may terminate this Agreement if Subscriber does not comply with any of its material terms; provided, that Provider shall give Subscriber written notice of such termination and thirty (30) days to cure the non-compliance. Subscriber hereby acknowledges and agrees that a negative balance in Subscriber’s subscription account constitutes non-compliance with a material term of this Agreement.

XI. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ECONOMIC, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOSS OR CORRUPTION OF DATA OR PROGRAMS, COSTS OF REPLACEMENT OR THE REMEDY OF COVER, WHETHER CLAIMED UNDER CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY EVEN IF ADVISED OF THE POSSIBLILTY OR SUCH DAMAGES, LOSSES OR COSTS. ANY ACTION AGAINST A PARTY PERMITTED UNDER THIS AGREEMENT AND NOT BROUGHT WITHIN THREE (3) MONTHS AFTER THE LATER OF (I) THE ACCRUAL OF THE CAUSE OF ACTION, OR (II) A PARTY’S KNOWLEDGE OF (OR WHEN SUCH PARTY SHOULD HAVE REASONABLY BECOME AWARE OF) THE CAUSE OF ACTION, SHALL BE DEEMED BARRED. THE MAXIMUM AGGREGATE LIABILITY OF PROVIDER FOR ALL CLAIMS UNDER THIS AGREEMENT SHALL BE ONE HUNDRED PERCENT (100%) OF THE FEES PAID BY SUBSCRIBER HEREUNDER FOR THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY.

XII. INDEMNIFICATION. Subject to Section X above, each party (in such role the “Indemnitor”) agrees to defend, indemnify and hold harmless the other party and its affiliates, and each of their respective directors, officers, employees, and agents (in such case the “Indemnitees”) from and against all third-party claims, losses, liabilities, costs, expenses, demands, fines, and penalties (including without limitation reasonable attorneys’ fees and costs) arising from or relating to: (i) any gross negligence or willful misconduct of the Indemnitor , including any such act or omission by indemnifying party’s employees, agents, or independent contractors; or (ii) the breach of any representation, warranty, or covenant under this Agreement by Indemnitor, provided that the Indemnitor (1) is notified immediately after Customer receives notice of such claim; (2) is solely in charge of the defense of and any settlement negotiations with respect to such claim; (3) receives Indemnitee's reasonable cooperation in the defense or settlement of such claim; and (4) in the event of a an infringement indemnification against Provider the Subscriber has the right, upon either the occurrence of or the likelihood (in the opinion of Subscriber) of the occurrence of a finding of infringement or misappropriation, either to procure for Subscriber the right to continue use of the System, or to replace the relevant portions of the System with other equivalent, non-infringing portions. THIS SECTION XII STATES EACH PARTY’S ENTIRE LIABILITY AND THE SOLE AND EXCLUSIVE REMEDY FOR ANY INDEMNIFICATION CLAIMS ARISING UNDER THIS AGREEMENT.

XIII. COMPLIANCE WITH LAW. Each party shall maintain knowledge of and comply with all applicable federal, state, and local laws, rules and regulations, and shall not knowingly participate in or assist in any violations of such laws, rules or regulations.

XIV. INJUNCTIVE RELIEF. The parties to this Agreement recognize that a remedy at law for a breach of the provisions of this Agreement relating to Confidential Information and intellectual property rights may not be adequate for the aggrieved party's protection and, accordingly, the aggrieved party shall have the right to seek, in addition to any other relief and remedies available to it, specific performance or injunctive relief to enforce the provisions of this Agreement.

XV. EXPORT COMPLIANCE. The System is subject to United States export control laws and regulations. Subscriber agrees to comply fully with all relevant regulations of the U.S. Department of Commerce and all U.S. export control laws, including, but not limited to, the U.S. Department of Commerce Export Administration Regulations (EAR), to assure that the System is not exported in violation of United States of America law. Subscriber agrees that it will not export or re-export the System to any organizations or nationals in the territories of Cuba, Iran, Iraq, North Korea, Burma (Myanmar), Sudan, Syria or any other territory or nation with respect to which the U.S. Department of Commerce, the U.S. Department of State or the U.S. Department of Treasury maintains any commercial activities sanctions program. Customer shall not use the System for any prohibited end uses under applicable United States laws and regulations, including but not limited to, any application related to, or purposes associated with, nuclear, chemical or biological warfare, missile technology (including unmanned air vehicles), military application or any other use prohibited or restricted under the U.S. Export Administration Regulations (EAR) or any other relevant laws, rules or regulations of the United States of America.

XVI. ASSIGNMENT. Subscriber shall not assign, sell, convey, sublicense or otherwise transfer its rights or obligations hereunder, or any component thereof or any right or interest therein, either voluntarily or involuntarily, directly or indirectly, whether by operation of law or otherwise, without the express written consent of Provider.

XVII. GOVERNING LAW; VENUE. This Agreement shall be governed by and construed under the laws of the State of Ohio without regard to any conflicts of laws principles. Any claims or disputes regarding this Agreement shall be exclusively heard in Cuyahoga County, Ohio Common Pleas Court, or in the U.S. District Court, Northern District of Ohio, and the parties hereto consent to the exclusive personal jurisdiction of venue in such court. The parties waive any defense based upon forum non conveniens, lack of jurisdiction and they hereby waive trial by jury.

XVIII. MISCELLANEOUS. Headings used in this Agreement are for convenience only. If any provision of this Agreement is held invalid or unenforceable in any respect, such provision will be deemed to be modified to the extent necessary to permit its enforcement to the maximum extent permitted by applicable law and the remainder of this Agreement and all other provisions will not be affected thereby. The failure of either party to enforce any of the provisions of this Agreement, or the failure to require performance by the other party of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of any party to enforce each and every such provision thereafter. This Agreement may not be amended or modified except by written agreement, including by electronic agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors, and permitted assigns. Exhibits attached to this Agreement are hereby made a part of this Agreement. In the event of any conflict between this Agreement and the Terms of Use, this Agreement shall control. This Agreement and the Terms of Use constitute the entire agreement between the parties with respect to the subject matter hereof. This Agreement may be signed electronically and in one or more counterparts, each of which taken together shall constitute a single instrument.