The following Shipper Terms of Service governs the use of the Roger Digital Freight Ecosystem freight platform, including the web portal and mobile application (collectively, the “Roger® DFE”), to connect third-party shippers (“Shippers”) with motor carriers (“Carriers”) for the transportation of freight under terms independently agreed upon by the Shippers and Carriers.

This Shipper Terms of Service applies to users of the Rogefr® DFE utilizing the Services (as defined below) in the United States and/or Canada.

By registering with Roger to use the Roger® DFE or using the Roger® DFE on or after the date first set forth above, Shipper accepts the terms of this Agreement, and in doing so represents and warrants to Roger that it has the legal right, authority, and capacity to enter into this Agreement. Shipper is not permitted to access or use the Roger® DFE or accept this Agreement if it does not meet any of the requirements set forth below. Please read this Agreement carefully before using the Roger® DFE. Use of the Roger® DFE is conditioned on Shipper’s agreement to all of the terms and conditions contained in this Agreement.

If Shipper does not agree to any of the terms of this Agreement, Shipper is prohibited from accessing or using the Roger® DFE unless and until Shipper enters into this Agreement.

Please refer to the Roger Privacy Policy and Information Notice (“Roger Privacy Notice”) for information about how Roger collects, uses, and discloses information about users of the Roger® DFE found at https://roger.rogerthat.com/about/privacy. The license agreement governing access and use of the Roger® DFE is found at https://roger.rogerthat.com/about/eula (the “Roger End User License Agreement” and collectively with the Shipper Terms of Service and the Roger Privacy Notice, the “Agreement”). The Roger Privacy Notice and the Roger End User License Agreement are incorporated herein by reference and form part of the Agreement.

This Agreement is entered into by and between Roger and the Shipper utilizing the Services (collectively, the “Parties”). The Parties agree as follows:

1. Definitions.

(a) “Aggregated Data” means historical and/or predictive data and information related to Shipper’s use of the Services that is used by Roger in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

(b) “Authorized User” means Shipper or Shipper’s employees, consultants, contractors, and agents (i) who are authorized by Shipper to access and use the Services under the rights granted to Shipper pursuant to this Agreement, and (ii) for whom
access to the Services has been licensed hereunder.

(c) “Documentation” means any videos, tutorials, FAQs, user manuals, handbooks, and guides relating to the Services and available to Shipper on the Roger® DFE.

(d) “Roger” means Roger, LLC, a Delaware limited liability company with offices located at 1201 O. St. Suite 309 PMB 100, Lincoln, NE 68508.

(e) “Roger IP” means the Roger® DFE, the Services, the Documentation, and the data, know-how, ideas, methodologies, specifications, software, content, and technology, in any form or media, (i) directly or indirectly provided or made available to Shipper or any Authorized User by or on behalf of Roger in connection with this Agreement, or (ii) that are now existing or hereinafter developed or acquired, whether or not the same: (A) are owned by Roger, a third party, or in the public domain; or (B) qualify for or are protected by any and all intellectual property rights granted, applied for, or otherwise now or hereinafter in existence under or related to any patent, copyright, trademark, trade secret or other intellectual property rights laws. For the avoidance of doubt, Roger IP includes Aggregated Data and any information, data, or other content derived from Roger’s monitoring of Shipper’s access to or use of the Services, but does not include Shipper Data.

(f) “Services” means the Roger® DFE software-as-a-service offering described in Exhibit A.

(g) “Shipper Data” means, other than Aggregated Data, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Shipper or an Authorized User through the Services.

(h) “Third-Party Products” means any third-party products described in Exhibit A that are provided with or incorporated into the Services.

2. Access and Use.

(a) Provision of Access. Subject to and conditioned on Shipper’s payment of Fees and compliance with the terms and conditions of this Agreement, Roger hereby grants Shipper a non-exclusive, non-transferable (except in compliance with Section 11(g)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Shipper’s internal use.

(b) Roger’s Obligation. Roger’s sole responsibility under this Agreement shall be limited to provide the Services to allow Shipper to connect with Carriers for the shipment of freight, and not to actually transport freight. As further set forth in Section 3(c) below, Roger is not a motor carrier, nor is Roger acting as a freight broker between Shipper and Carriers.

(c) Documentation License. Subject to the terms and conditions contained in this Agreement, Roger hereby grants to Shipper a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 11(g)) license to use the Documentation during the Term solely for Shipper’s internal business purposes in connection with its use of the Services.

(d) Use Restrictions. Shipper shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Shipper shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. Further, Shipper acknowledges and agrees that once it posts a truck freight offer on the Roger® DFE for a Carrier or Carriers to bid on (“Shipper Freight Offer”), and/or a Carrier posts its truck freight availability on the Roger® DFE for Shipper to bid on (“Carrier Freight Offer”), any negotiation for such Shipper Freight Offer and/or Carrier Freight Offer outside of the Roger® DFE is strictly prohibited. Should a Carrier that posts a Carrier Freight Offer contact Shipper outside of the Roger® DFE for such Carrier Freight Offer, whether verbally, in written form or through electronic means, Shipper agrees that it shall not transact such Carrier Freight Offer unless the transaction is completed through the Roger® DFE.

(e) Carrier Data and Information; Sharing of Origin/Destination Information. The Roger Privacy Notice sets forth details related to the Roger® DFE’s collection and use of Carrier or other users’ data and information, including personally identifiable, geolocation, and other data and information. In connection with the restricted access and use of the Services granted by this Agreement, Shipper and its Authorized Users will, with select features, have the ability to access and internally use some of this data and information, including without limitation, the ability to share such data and information regarding freight transactions with origin and/or destination entities. Shipper and its Authorized Users shall not use this data and information except in direct connection with the performance of the independent agreement for freight transportation services between Shipper and Carrier, and that such use is strictly limited to the scope and effective duration of that agreement. Shipper acknowledges that it may not provide a Carrier’s personally identifiable, geolocation, and other data and information to any third party (which for purposes of this Section 2(e) is defined as any entity other than the entity that has entered into the independent agreement for freight transportation services with the Carrier, expressly including any affiliated, sister or subsidiary entities, and expressly excluding the origin and destination entities) without prior written authorization from Roger. Notwithstanding the foregoing, Shipper shall have the ability to aggregate the Carrier Data and information that Shipper receives through the Roger® DFE as part of a transaction for which Shipper is a party. Shipper acknowledges and agrees that such aggregated data shall not include any Carrier geolocation data and that the aggregated data may only be used for Shipper’s internal business purposes. Shipper and its Authorized Users shall take reasonable steps to protect and secure this data and information from being accessed or used by others. By agreeing to the terms of this Agreement, Shipper represents and warrants that: (i) Shipper and its Authorized Users will not use the personally identifiable, geolocation, and other data and information collected by Roger® DFE for any purpose except in direct connection with the performance of the independent agreement for freight transportation services between Shipper and Carrier; (ii) Shipper and its Authorized Users shall not be allowed to track a Carrier’s location or movement information that is not associated with their freight transportation agreement; (iii) Shipper and its Authorized Users will not use such data and information in any way that violates the rights of any person, violates the terms of the agreement with the Carrier, violates the terms of this Agreement, or otherwise violates any applicable law; (iv) Shipper and its Authorized Users will take reasonable steps to protect and secure such data and information from being accessed or used by others.

Shipper acknowledges and agrees that it will receive express authorization prior to sharing any personally identifiable or contact information outside of that collected or stored in the Roger® DFE with the Carrier, including without limitation any personally identifiable or contact information of a representative from an origin or destination entity. Roger shall not be held liable for the sharing of any such information between Shipper and Carrier or any third party.

FINALLY, SHIPPER EXPRESSLY ACKNOWLEDGES AND AGREES THAT (i) Roger shall not be responsible for independently verifying the accuracy or completeness of ANY information provided BY CARRIER; (ii) roger makes no independent representation or warranty regarding ANY OF THE information provided by the carrier; AND (iii) ROGER DOES NOT ASSUME ANY LIABILITY WITH RESPECT TO SHIPPER’S USE OF THE CARRIER’S INFORMATION.

(f) Reservation of Rights. Roger reserves all rights not expressly granted to Shipper in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Shipper or any third party any intellectual property rights or other right, title, or interest in or to the Roger IP.

(g) Suspension. Notwithstanding anything to the contrary in this Agreement, Roger may temporarily suspend Shipper’s and/or any Authorized User’s access to any portion or all of the Services if: (i) Roger reasonably determines that (A) there is a threat or attack on any of the Roger IP; (B) Shipper’s or any Authorized User’s use of the Roger IP disrupts or poses a security risk to the Roger IP or to any other customer, shipper, or vendor of Roger; (C) Shipper, or any Authorized User, is using the Roger IP for fraudulent or illegal activities; (D) subject to applicable law, Shipper has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) Roger’s provision of the Services to Shipper or any Authorized User is prohibited by applicable law; (F) Shipper has failed to comply with its obligations under the agreement entered into with a Carrier; or (G) Shipper behaves in such a way that could be deemed, in Roger’s sole discretion, to harm the goodwill or reputation of Roger, the Services or other Roger® DFE users; (ii) any vendor of Roger has suspended or terminated Roger’s access to or use of any third-party services or products required to enable Shipper to access the Services; or (iii) in accordance with Section 4a(iii), including, where applicable, Shipper’s failure to pay the Carrier’s fees for a particular freight haul as set forth in the independent agreement for freight transportation services between Shipper and a Carrier, (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Roger shall use commercially reasonable efforts to provide written notice of any Service Suspension to Shipper and to provide updates regarding resumption of access to the Services following any Service Suspension. Roger shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Roger will have no liability for any damage, liabilities, losses, including any loss of data or profits, or any other consequences that Shipper or any Authorized User may incur as a result of a Service Suspension.

(h) Aggregated Data. Notwithstanding anything to the contrary in this Agreement, Roger may monitor Shipper’s use of the Services and collect and compile Aggregated Data. As between Roger and Shipper, all right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Roger. Shipper acknowledges that Roger may compile Aggregated Data based on Shipper Data input into the Services and that Aggregated Data shall not be considered Confidential Information (as that term is defined below) of Shipper. Shipper agrees that Roger may (i) make Aggregated Data publicly available in compliance with applicable law, and (ii) use Aggregated Data to the extent and in the manner permitted under applicable law; provided that such Aggregated Data do not identify Shipper or Shipper’s Confidential Information.

(i) Service Levels. During the Term, Roger shall use commercially reasonable efforts to provide the Services to Shipper with limited interruptions. Shipper understands that there will be times the Services are unavailable due to any or all of the following: (i) any failure of Roger’s or Roger’s vendor’s systems, software, hardware, and/or connectivity; (ii) factors outside of Roger’s reasonable control; (iii) to the extent resulting from Shipper’s software or hardware or third party software or hardware not deployed, used, or required by Roger, including but not limited to, a lack of cellular or internet service from Shipper’s provider; (iv) directly resulting from use of the Services in breach of Section 2(d) of the Agreement; or (v) non-availability of the Services that resulted from maintenance downtimes scheduled by Roger in accord with the Schedule Downtime section (collectively, “Service Errors”).

(j) Scheduled Downtime. From time-to-time, Roger may have to schedule downtime to apply upgrades, patches, bug fixes or other maintenance of the Services (“Scheduled Downtime”). This Scheduled Downtime shall be conducted in a manner to minimize the business disruption to Shipper. Roger agrees to use reasonable efforts to provide Shipper with prior notice of any Scheduled Downtime (except as necessary for emergency maintenance or for maintenance that, in the sole discretion of Roger, shall cause minimal to no disruption in Shipper’s use of the Services), and Shipper agrees to use reasonable efforts to comply with any maintenance requirements that Roger notifies Shipper about.

(k) Support. In connection with any Service Error, Roger shall provide Shipper the following Support:

Roger will work continually and diligently during normal business hours of 9:00 AM through 5:00 PM CT, and/or some or all hours outside the normal business hours, at Roger’s sole discretion, until the Service interruption is restored within the Roger® DFE. Roger will provide progress reports or status updates to Shipper as Roger deems appropriate.

End users must contact Roger at info@Rogerthat.com.

(l) Security. In connection with the provision of the Services, Roger shall deploy the security requirements on Attachment A (the “Security Requirements”), attached hereto and incorporated herein by reference. The Security Requirements may be updated by Roger from time-to-time at its discretion.

3. Shipper Responsibilities.

(a) General. Shipper is responsible and liable for all uses of the Services and Documentation resulting from access provided by Shipper, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Shipper is responsible for all acts and omissions of its Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Shipper will be deemed a breach of this Agreement by Shipper. Shipper shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.

(b) Freight Agreement. Shipper acknowledges that it shall enter into an agreement for freight transportation services with a Carrier, the terms and conditions of which are separate and independent from those set forth in this Agreement. Shipper further acknowledges that Roger shall not be a party to that agreement. Even when Shipper has expressly agreed to onRamp Services (as defined in Exhibit A below), Shipper agrees that it is solely responsible for independently verifying that a Carrier meets its requirements for freight transportation, whether that information is provided by a Carrier through the Roger DFE® or another means, and that Roger shall have no liability for Shipper’s failure to confirm its requirements have been met. Roger shall have no liability for Carrier’s provision of false or inaccurate information to Shipper. Shipper further agrees that in order to continue to access the Services, it shall comply with the terms and meet all of its obligations under the agreement with the Carrier. Failure to do so may result in suspension of Shipper’s access to any portion or all of the Services, as set forth in Section 2(g) above. Finally, Shipper acknowledges and agrees that Roger shall not be liable to Shipper or any third party for the acts or omissions of Shipper, a Carrier, or any other affiliated party related to the actual freight transportation services.

(c) Payment. Shipper is solely responsible and liable for payment to Carrier for the transportation of freight, under the terms of a separate agreement to be entered into between Shipper and Carrier. Shipper acknowledges that Roger, under the terms of this Agreement, is not acting as a freight broker and shall not be involved in the actual transportation of Shipper’s freight. It is understood and agreed that Roger is not a motor carrier and that Roger shall not be held liable for loss, damage or delay in the transportation of Shipper’s freight. While Roger will provide notice to both Shipper and Carrier of amounts owed to Roger for use of the Services, Roger will not be responsible for the payment or transmission of money to Carrier for services provided.

(d) Linking a Payment Method through the Platform. In some instances and if such feature becomes and is made available, Shipper may choose a Roger® DFE feature that authorizes a financial intermediary to facilitate payment between Shipper and Carrier, which will require Shipper to provide certain financial account information and other personal information directly to the financial intermediary and will require Carrier to agree to the financial intermediary’s terms of use, privacy policy and other authorization agreements to which Roger is not a party. If this feature becomes or is available, Shipper can link or unlink a U.S. bank account to the Roger® DFE platform for purposes of making payments to Carriers. When Shipper links a bank account to make payments to a Carrier using this service, Shipper acknowledges that it is requesting that each applicable Carrier provide the requisite information to a financial institution to initiate or execute an electronic transfer from Shipper’s bank account. For these transactions, the Carrier financial institution will initiate or execute electronic transfers (via the Automated Clearing House (“ACH”) from Shipper’s linked bank account for payment of amounts owed to the Carrier. Shipper agrees that by linking its bank account to the Roger® DFE Platform, Shipper gives its authorization for the designated Carriers to provide the requisite information to their respective financial institutions to initiate or execute an ACH transfer, and once Shipper has provided this authorization for the transfer, Shipper will not be able to cancel the electronic transfer. Shipper understands that the applicable financial institution may resubmit any ACH debit authorized by Shipper that is returned for insufficient or uncollected funds, except as otherwise provided by the ACH rules or applicable law. Shipper understands that it may be subject to third party fees, such as insufficient fund fees, reversal, or ACH insufficient fund fees that a bank may charge if Shipper’s payment is rejected.

(e) Third-Party Products. Roger may from time to time make Third-Party Products available to Shipper. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions, which may be referenced in Exhibit A, or which Shipper may need to agree to in order to use the Third Party Products. If Shipper does not agree to abide by the applicable terms for any such Third-Party Products, then Shipper should not install or use such Third-Party Products. SHIPPER EXPRESSLY ACKNOWLEDGES AND AGREES THAT (i) Roger shall not be responsible for independently verifying the accuracy or completeness of information provided or accessible through a third party product; (ii) roger makes no independent representation or warranty regarding THE THIRD PARTY PRODUCTS; AND (iii) ROGER DOES NOT ASSUME ANY LIABILITY WITH RESPECT TO SHIPPER’S USE OF ANY THIRD PARTY PRODUCTS.

(f) Trademark License. During the Term of this Agreement, Shipper hereby grants to Roger a non-exclusive, limited, fully
paid and royalty free license to display and use Shipper’s name and/or trademarks (collectively, the “Shipper Marks”) in connection with the Services provided through the Roger® DFE and any and all marketing, advertising and promotional materials related to the same, as directed by and in compliance with any usage guidelines provided by Shipper to Roger. Upon termination or expiration of this Agreement, the parties acknowledge and agree that (i) the Shipper Marks may still be displayed on and visible to users of the Roger® DFE in connection with past transactions between Shipper and other authorized users of the Services, and (ii) the Shipper Marks shall not be used in connection with any Roger® DFE transactions moving forward.

4. Fees and Payment.

(a) Fees. Shipper shall pay Roger the Fees (as that term is defined in Exhibit A), the amount of which shall be provided to

Shipper from Roger for the Shipper’s Fees, and where outlined by Roger, the Carrier’s fees for use of the Roger® DFE, without offset or deduction. Shipper shall make all payments hereunder in U.S. dollars on or before the due date set forth in Exhibit A. If Shipper fails to make any payment when due, without limiting Roger’s other rights and remedies: (i) Roger may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or the highest rate permitted under applicable law, whichever is less; (ii) Shipper shall reimburse Roger for all reasonable costs
incurred by Roger in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days or more, Roger may suspend Shipper’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full. For purposes of clarification, all references to currency, monetary values and dollars set forth herein shall mean United States dollars and all payments hereunder shall be made in United States dollars.

(b) Taxes. All fees and other amounts payable by Shipper under this Agreement are exclusive of taxes and similar assessments. Shipper is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Shipper hereunder, other than any taxes imposed on Roger’s income.

5. Confidential Information

From time to time during the Term, Roger may disclose or make available to Shipper information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to Shipper at the time of disclosure; (c) rightfully obtained by Shipper on a non-confidential basis from a third party; or (d) independently developed by Shipper. Shipper shall not disclose Roger’s Confidential Information to any person or entity, except to Shipper’s employees, third party vendors, agents or subcontractors who have a need to know the Confidential Information for Shipper to exercise its rights or perform its obligations hereunder and who are bound by obligations of confidentiality substantially similar to those in this Agreement. Notwithstanding the foregoing, Shipper may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that Shipper shall first have given written notice to Roger and made a reasonable effort to obtain a protective order; (ii) in connection with the performance of Services hereunder to such Shipper’s affiliates or subsidiaries and its and their respective directors, officers and employees, as well as to its and their respective outside accountants, tax advisors and attorneys bound by a contractual or professional obligation to keep such information confidential; or (iii) to establish Shipper’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, Shipper shall promptly return to Roger all copies, whether in written, electronic, or other form or media, of Roger’s Confidential Information, or destroy all such copies and certify in writing to Roger that such Confidential Information has been destroyed. Shipper’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to Shipper; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. Finally, Shipper’s obligations with regard to non-disclosure of Confidential Information extends to its Authorized Users.

6. Intellectual Property Ownership; Feedback.

(a) Roger IP. Shipper acknowledges that, as between Shipper and Roger, Roger owns all right, title, and interest, including all intellectual property rights, in and to the Roger IP, and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

(b) Shipper Data. Roger acknowledges that, as between Roger and Shipper, Shipper owns all right, title, and interest, including all intellectual property rights, in and to the Shipper Data. Shipper hereby grants to Roger (i) a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Shipper Data and perform all acts with respect to the Shipper Data as may be necessary for Roger to provide the Services to Shipper or to another authorized user of the Services, including, without limitation, for the purposes set forth in Privacy Policy, and (ii) a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Shipper Data incorporated within the Aggregated Data. Consistent with the Roger Privacy Notice, Roger may share the Shipper Data with its affiliates and subsidiaries for the purposes described in the Roger Privacy Notice. Roger may also share Shipper Data with service providers that perform services on Roger’s behalf. Notwithstanding any restrictions set forth in Section 5, Roger may share Shipper Data that is required to facilitate the intended Services with Carriers and other authorized users of the Roger® DFE for the purpose of facilitating a transaction between the two parties, and a Carrier may further share the Shipper Data with third parties for the purpose of facilitating the transaction with Shipper. Finally, the Parties acknowledge and agree that while Shipper’s access to the Services and status as an active account will cease upon expiration or termination of the Agreement, the Shipper Data stored on the Roger® DFE will not be destroyed or removed and will be retained by Roger for recordkeeping, auditing and any other permissible purpose set forth herein.

(c) Feedback. If Shipper or any of its employees or contractors sends or transmits any communications or materials to Roger by mail, email, telephone, or otherwise, suggesting or recommending changes to the Roger IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Roger is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Shipper hereby assigns to Roger on Shipper’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Roger is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Roger is not required to use any Feedback.

7. Limited Warranty and Warranty Disclaimer

(a) Roger warrants that the Services will operate as set forth herein when accessed and used in accordance with the Documentation. Roger does not make any representations or guarantees regarding uptime or availability of the Services THE FOREGOING WARRANTY DOES NOT APPLY, AND ROGER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD PARTY PRODUCTS.

(b) SHIPPER ACKNOWLEDGES THAT ROGER DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT ACCESS TO THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. ACCORDINGLY, ROGER WILL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, DATA LOSS OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. SHIPPER UNDERSTANDS AND AGREES ITS USE OF THE SERVICES IS AT ITS OWN RISK AND DISCRETION. FURTHER, ROGER does not warrant to or guaranty the performance of any CARRIER, third party service provider, vendor, or subcontractor and SHALL NOT BE HELD RESPONSIBLE OR HAVE ANY LIABILITY FOR the performance or non-performance of any CARRIER, third party service provider, vendor, or subcontractor of Roger.

(c) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7(a),THE ROGER IP IS PROVIDED “AS IS” AND ROGER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ROGER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7(a), ROGER MAKES NO WARRANTY OF ANY KIND THAT THE ROGER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET SHIPPER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

8. Indemnification.

(a) Shipper Indemnification. Shipper shall indemnify, hold harmless, and, at Roger’s option, defend Roger from and against any losses, costs and expenses resulting from any third party claim (i) that the Shipper Data, or any use of the Shipper Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights; and (ii) based upon or related to Shipper’s failure to independently verify that a Carrier meets its requirements for freight transportation as required under Section 3(b) above. Shipper shall also indemnify, hold harmless, and, at Roger’s option, defend Roger from and against any losses, costs and expenses resulting from any claims from a Carrier that Shipper’s or its Authorized User’s misuse of the geolocation data or personally identifiable information collected by the Roger® DFE and provided to Shipper under the terms of this Agreement in any way violates or infringes the rights of any individual, provided that Shipper may not settle any third party claim against Roger unless Roger consents to such settlement, and further provided that Roger will have the right, at its option, to defend itself against any such third party claim or to participate in the defense thereof by counsel of its own choice.

Finally, Shipper shall indemnify, hold harmless, and, at Roger’s option, defend Roger from and against any losses, costs and expenses resulting from any third party claims based on Shipper’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Roger or authorized by Roger in writing; (iv) modifications to the Services not made by Roger, (v) failure to review or its omission in verifying any Carrier information or data; (vi) acceptance of a Carrier to haul freight for Shipper; or (vii) act or omission in connection with a freight transaction, including but not limited to, the bodily injury or death of any person, or the loss or disappearance of or damage to the tangible property of any person or to the freight being hauled by a Carrier, provided that Shipper may not settle any third party claims against Roger unless Roger consents to such settlement, and further provided that Roger will have the right, at its option, to defend itself against any such third party claim or to participate in the defense thereof by counsel of its own choice.

(b) Sole Remedy. THIS SECTION 8, IN CONNECTION WITH THE LIMITATIONS SET FORTH IN SECTION 9 BELOW, SETS FORTH SHIPPER’S SOLE REMEDIES AND ROGER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY

9. Limitations of Liability

IN NO EVENT WILL ROGER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER ROGER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL ROGER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE LOWER OF (y) THE TOTAL AMOUNTS PAID TO ROGER UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM whether or not Roger has been advised of the possibility of such damages, OR (z) U.S. $100,000.

10. Term and Termination.

(a) Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect until one (1) year from such date (the “Initial Term”). This Agreement will automatically renew for successive one (1) year term[s] unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”).

(b) Termination. In addition to any other express termination right set forth in this Agreement:

(i) Roger may terminate this Agreement, effective on written notice to Shipper, if Shipper: (A) fails to pay any amount when due hereunder, and such failure continues more than fifteen (15) days after Roger’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(c) or Section 5;

(ii) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or

(iii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Shipper shall immediately discontinue use of the Roger IP and, without limiting Shipper’s obligations under Section 5, Shipper shall delete, destroy, or return all copies of the Roger IP and certify in writing to the Roger that the Roger IP has been deleted or destroyed. No expiration or termination will affect Shipper’s obligation to pay all fees that may have become due before such expiration or termination or entitle Shipper to any refund.

(d) Survival. This Section 10(d) and Sections 1, 4, 5, 6, 7(c), 8, 9 and 11 shall survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

11. Miscellaneous.

(a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.

(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this section.

(c) Force Majeure. In no event shall Roger be liable to Shipper, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond Roger’s reasonable control, including but not limited to acts such as an earthquake, typhoon, flood, fire, war, loss or malfunctions of utilities, transportation, communications, internet service provider or computer (software and hardware) services, the performance or non-performance of any third party service provider or subcontractor of Roger, loss of data due to mechanical difficulties with information storage or retrieval systems, inability to obtain labor, material, equipment or transportation, or any other unforeseen and uncontrollable event where Roger or Roger’s third party vendor has taken, in Roger’s or Roger’s third party vendor’s sole discretion, appropriate action to mitigate such an event.

(d) Amendment and Modification; Waiver. This Agreement is subject to amendment, revision and/or update by Roger from time to time. Changes that are not material will be effective immediately upon the posting of such changes to this Agreement (it being understood that this Agreement will be posted and available on the Roger® DFE). If any material changes are made by Roger to this Agreement, Roger will notify Shipper that this Agreement has been revised. Shipper’s continued use of the Services following such updates constitutes Shipper’s acceptance of the same. If Client does not agree to the terms of any modification, it may terminate this Agreement and, unless Roger in its sole discretion allows Client to continue to use the Service under a prior version of this Agreement, Client’s use of the Service shall terminate. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(f) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Nebraska without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Nebraska. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Nebraska in each case located in the city of Omaha and County of Douglas, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

(g) Assignment. Shipper may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Roger, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

(h) Export Regulation. This Agreement is made subject to any restrictions concerning the export of products or technical information from the United States or other countries that may be imposed on the Parties from time to time. Shipper shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Shipper Data outside the U.S.

(i) Equitable Relief. The Parties acknowledge and agree that a breach or threatened breach by Shipper of its obligations under Section 2, would cause Roger irreparable harm for which monetary damages would not be an adequate remedy and agree that, in the event of such breach or threatened breach, Roger will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

(j) Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

Exhibit A

Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms in the Agreement.

A. DESCRIPTION OF SERVICES

The Services provided, based on Shipper’s level of acces, may include the following functionality. Shipper acknowledges that the Roger® DFE is still being developed and that all or parts of these features may or may not be made available at different times, at Roger’s sole discretion:

OnRamp – Enables carriers and shippers to enter into new business relationships digitally, complying with the shipper’s qualification requirements. Carriers can easily submit the required documents, clearly understand their progress through the process, and engage with both the Shipper and Roger to resolve issues. Shippers can confirm the Carrier documentation, digitally agree to bring on new Carriers, and capture their hauling contract electronically together with all the Carrier documentation. Within onRamp, each Shipper has the ability to set (and communicate to Roger) their own or select an insurance network, based on policy requirements and limits Shipper has independently set based on Shipper’s internal compliance program requirements (“Shipper’s Insurance Network”). Roger will not set the insurance requirements or select an insurance network for Shippers. Setting their insurance requirements or selection of a network will allow Shippers to provide notice of their insurance requirements to all Carriers. Setting their own insurance requirements or selecting an insurance network does not prevent a Shipper from requiring higher or lower policy requirements and limits as part of the freight transportation agreement to be entered into with the Carrier. Additionally, Shippers will be notified that a Carrier has met Shipper’s requirements.

Execution – Load execution, including but not limited to, load specific reference information, dispatch, directions/routing, location tracking, pickup and delivery actuals, proof of delivery documentation, proof or information regarding delivery and load movement to entities in the supply chain for the load being hauled, carrier payment request, instant messaging and general load status.

Roger IQ – Provides business intelligence for execution, deals, settlement and payment, and other freight related recommendations for the purpose of business management.

TMS – Allows shippers to plan economically effective truck movements based on commodity/freight pricing and commodity/freight positions and manage the lifecycle of planning and assigning carriers to execute the loads. Allows carriers to plan labor and manage equipment for the betterment of the business.

Freight Deals – Allows a confidential platform for shippers and carriers to find and negotiate with each other, agree to pricing and terms, allow for amendments, and store such information on the Roger® DFE. The system is anticipated to have an A.I. engine to assist carriers and shippers in making economically effective decisions on rates, lanes and business partners. Will provide both structured deal negotiations and informal instant messaging based negotiations.

Dispatching – Provides Shipper the ability to electronically delive load details to Carriers in a way that allows Carriers to manage the load information. Carriers can then dispatch some or all of the information to drivers by providing individual load structure for the purpose of the driver to execute the load and capture supporting tickets and actual load information.

Settlement – Calculates the amounts owed between Shipper and Carrier, based on agreed upon units of measure and load association set forth in the agreement between Shipper and Carrier, and allows Carriers to request payment electronically through the mobile application or website. Shipper and Carrier will receive automated draft settlements for review of the amounts using the Roger® DFE.

B. PREVIEWS

From time to time, Roger may, through the Roger® DFE, allow Shipper to (a) access and use certain features, technologies, and services that are not yet generally available, including, but not limited to, any products, services, or features labeled “preview,” “pre-release,” or “experimental” (each, a “Preview Service”), or (b) access and use Services available in certain territories that are not generally available, including, but not limited to, any territory identified by Roger as “preview,” “pre-release,” or “experimental” (each, a “Test Region”).

WITHOUT LIMITING ANY DISCLAIMERS IN THE AGREEMENT OR IN THIS EXHIBIT A, PREVIEW SERVICES AND TEST REGIONS ARE NOT READY FOR GENERAL COMMERCIAL RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS, OR HARMFUL COMPONENTS. ACCORDINGLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT OR THIS EXHIBIT A, ROGER IS PROVIDING PREVIEW SERVICES AND TEST REGIONS TO SHIPPER “AS IS.” ROGER AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING PREVIEW SERVICES AND TEST REGIONS, INCLUDING ANY WARRANTY THAT THE PREVIEW SERVICES AND TEST REGIONS WILL BECOME GENERALLY AVAILABLE, BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, ROGER AND ITS LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. ROGER AND ITS LICENSORS’ AGGREGATE LIABILITY FOR ANY PREVIEW SERVICES AND TEST REGIONS WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE ONE (1) MONTH PRECEDING THE CLAIM.

C. FEES

The Roger–Shipper Base Fee (the “Fees”) will be provided to Shipper either via the Shipper’s applicable terms sheet or another similar document. At Roger’s sole discretion, Roger reserves the right to change the Fees at any time. Roger shall notify Shipper of any changes in the Fees at least five (5) days before such fee change takes effect.

Should Shipper elect to use the onRamp Services, additional fees will be charged (based on Roger’s then-current rates).

Unless stated otherwise in the listing of the Fees document, payment of Fees is due no later than five (5) days from invoice date or the date Roger notifies Shipper of the Fees due for Shipper, and Carrier where applicable, within the Roger® DFE.

D. THIRD PARTY PRODUCTS

1. Insurance Certificate Tracking. Roger may utilize a third party insurance certificate tracking service provider to track and verify a Carrier’s insurance coverage. Information about each policy, including the policy provider, coverage amounts, and policy term, will be viewable by a Shipper. If a third party insurance certificate tracking service provider is used for this service, Shipper expressly acknowledges that all insurance policy information about a particular Carrier that is displayed on the Roger® DFE is facilitated by that third party insurance certificate tracking service provider. Carrier is solely responsible for the information it provides to an insurance certificate tracking service. Roger shall not be responsible for independently verifying the accuracy or completeness of the carrier’s insurance information and makes no independent representation or warranty regarding the same.

2. FMCSA. Roger utilizes the Federal Motor Carrier Safety Administration (“FMCSA”) in connection with the motor carrier safety rating listed within a Carrier’s profile, along with the date the rating was last confirmed through the FMCSA system. After a compliance review, the FMCSA issues one of three safety ratings (Satisfactory, Conditional, Unsatisfactory), which are publicly available through the SAFER website. These ratings may be used by Shipper to make decisions about which motor carrier(s) to hire. Note that the FMCSA does not issue safety ratings to drivers, only to motor carriers. Roger shall not be responsible for independently verifying the accuracy or completeness of the FMCSA safety rating and makes no independent representation or warranty regarding the same, nor DOES ROGER MAKE any independent represeNTation or warranty that a carrier’s saftey rating has not been updated by fmcsa from the time it was upload to the carrier’s profile to the time viewed by shipper. AS SUCH, SHIPPER ACKNOWLEDGES IT SHOULD INDEPENDENTLY VISIT THE SAFER WEBSITE TO CONFIRM THAT THE SAFETY RATING LISTED IN A CARRIER’S PROFILE HAS NOT CHANGED.

E. ONRAMP

1. Insurance Certificate Tracking. If Roger does not utilize a third party insurance certificate tracking service to
track and verify a Carrier’s insurance coverage, Roger shall review Carrier’s insurance coverage, including the policy type, provider, coverage amounts, and policy term. Once Roger has received information from the Carrier or Carrier’s insurance agent and completed a preliminary review of such information, Roger shall report or display the information available and status as per the Shipper’s Insurance Network and/or other policy requirements, for the Shipper to review and make a decision, in Shipper’s sole discretion, on whether to do business with the Carrier. Shipper accepts that the Carrier is solely
responsible for the accuracy and validity of any information, including but not limited to, any insurance information that Carrier or Carrier’s agent provides to Roger.

2. Temporary Compliant and/or Durational Complaint Approval. This onRamp feature allows Shipper to move a Carrier to approved status in onRamp at any time, even if (i) the Carrier is still being onboarded to the Roger® DFE, (ii) the Carrier’s insurance coverage has not yet been reviewed and reasonably confirmed by either Roger’s third party service provider or Roger itself, and/or (iii) Carrier’s insurance coverage or other information, including but not limited to, the execution of a hauling contract or review of FMCSA database, does not meet Shipper’s Insurance Network and/or other policy requirements and limits. In these situations, Shipper has the ability to review the Carrier’s available insurance or other information supplied through the Roger® DFE and/or outside of the Roger® DFE, and, if the Shipper in it’s sole discretion, is comfortable the Carrier is, will, and/or may not fully become compliant with the Shipper’s Insurance Network or other policy requirements and limits, Shipper may accept such Carrier to haul freight for the Shipper, allowing the Shipper to add the Temporary Compliant or Durational Compliant (as those terms are defined below) approval for that
Carrier within onRamp (if available), and/or by providing written confirmation of such approval to Roger. Shipper will set a period of time for all Carriers that Shipper designates as temporary compliant and/or approved status and will notify Roger in writing of such period of time and any modification to that period of time (“Temporary Compliant”). Shipper may designate one or more Carriers as approved and notify Roger in writing and/or within the onRamp system (if available) of such approval, for the term on the Carrier’s current Certificate of Insurance (“Durational Compliant”).

3. Disclaimer of Warranties. ROGER SHALL NOT, in any way, BE RESPONSIBLE OR HELD LIABILE FOR, AND MAKES NO WARRANTIES AS TO (i) A CARRIER’S ABILITY TO MEET SHIPPER’S INSURANCE NETWORK and other INSURANCE POLICY REQUIREMENTS and LIMITS ONCE SHIPPER HAS APPROVED one or more CARRIER(s) to haul FREIGHT for the Shipper AND DISCLAIMS ALL LIABILITY FOR THE CARRIER’S INABILITY TO DO SO; (ii) rOGER’S OR A THIRD PARTY INSURANCE CERTIFICATE TRACKING COMPANY’S ABILITY TO REVIEW without error, reasonably COmpare to the Shipper’s Insurance network, and/or Display THE CARRIER’S INSURANCE INFORMATION and/or HOW SUCH carrier insurance INFORMATION COMPLIES with THE SHIPPER’S INSURANCE NETWORK AND/OR OTHER policy REQUIREMENTS; (iii) ANY DECISIONS, ACTIONS, AND/OR USES OF THE ROGER® dfe or ROGER’S THIRD PARTY CERTIFICATE TRACKING COMPANY’S display or communication of THE CARRIER’S ADHERENCE TO THE SHIPPER’S INSURANCE NETWORK REQUIREMENTS and/or other policy requirements, and (iv) for any temporary Compliant and/or Durational Compliant approval of one or more carrier(s) by shipper.

Attachment A
Security Requirements

In connection with the provision of the Services, Roger shall deploy the following security measures:

1. Maintain an accurate and up to date inventory of systems connected to and software running on Roger’s networks.

2. Consistently apply and manage secure configurations on Roger’s systems, applications and network devices, and have mechanisms to detect and correct configuration drift.

3. Perform at least monthly vulnerability scans and remediate critical and high vulnerabilities within thirty days of discovery. Remediate means to mitigate the risk by patching, adjusting configurations or other appropriate actions.

4. Have malware defense mechanisms in place that are deployed on all Roger’s computing devices and are configured to perform at least weekly scans and to get daily and automatic file definition updates from a trusted source.

5. Have all running versions of operating systems, virtualization, networking, middleware, databases and application software in Roger’s environment still supported by the corresponding vendor.

6. Apply high severity security patches within 30 days of release and all other security patches within 90 days, where patch priorities are based on Common Vulnerability Scoring System (CVSS) ratings, or some other rating system. For high severity refer to Critical and Important patch ratings as defined by industry leaders like Microsoft, Red Hat, etc.

7. Have processes and tools to back up customer information or services, protect the backups against tampering and a proven methodology for the timely recovery of information or services.

8. Use processes and tools to track, control, prevent and correct the use, assignment and configuration of administrative privileges on computers, networks and applications.

9. Use mechanisms to segregate and protect internal networks from untrusted networks.

10. Have mechanisms to collect, manage and analyze event audit logs to help in detecting, understanding and recovering from an attack.