Online Exhibits Package - Confidential

Glossary of Defined Terms

The following defined terms are used in the Master SaaS Agreement and these Online Exhibits. Capitalized terms not defined below have the meanings set forth in the Master SaaS Agreement.

“Affiliate”

means any entity controlled by, controlling, or under common control with a Party. Each Client Affiliate is authorized to exercise Client’s rights under this Agreement so long as such Affiliate complies with the terms and conditions of this Agreement as if it were the Client. Client acknowledges and agrees that it is responsible for the acts and omissions of each Client Affiliate unless Solutions Now otherwise agrees to restrict the contracting party to the Client Affiliate in any Order Form.

“Authorized User”

means an individual employee or contractor of Client or its Affiliates who is authorized by Client to access and use the Hosted Services under the terms of this Agreement and the applicable Order Form.

“Client Data”

means any content, data, or information uploaded to, transmitted through, or generated within the Hosted Services by or on behalf of Client or its Authorized Users. Client Data does not include Usage Data.

“Confidential Information”

means any non-public information disclosed in any form by a Party or its Affiliate(s) that is designated “confidential” or disclosed under circumstances reasonably indicating the disclosure is confidential. Confidential Information includes: (a) with respect to Solutions Now, any non-public portions of and about the Services, the performance and functionality of the Hosted Services, and product roadmaps; (b) with respect to Client, Client Data; and (c) with respect to both Parties, the existence and terms of this Agreement.

“Documentation”

means the then-current user guides, online help, and technical documentation for the Hosted Services made generally available by Solutions Now, as updated from time to time.

“Hosted Services”

means the Solutions Now software-as-a-service platform further described in the Software Specifications Online Exhibit and each Order Form, including all updates and enhancements made generally available by Solutions Now during the Term.

“Initial Term”

means the initial subscription period for the Hosted Services set forth in the initial Order Form.

“Online Exhibits”

means the Service Level Agreement, Support Services terms, Security Standards, Sub-processor List, Data Processing Addendum, and Acceptable Use Policy published at www.solnowinc.com/legal.html (or such successor URL as Solutions Now may designate), each as updated from time to time in accordance with Section 19.

“Order Form”

means the written ordering document executed by the Parties for the purchase of Hosted Services and/or Professional Services and/or amendments to this Agreement. The initial Order Form shall be attached hereto as Exhibit 1.

“Professional Services”

means the implementation, configuration, training, and consulting services that Solutions Now will provide to Client as set forth in a separate SOW or Order Form.

“Renewal Term”

means each successive twelve (12) month renewal term as further described in Section 15.1.

“Services”

means, collectively, the Hosted Services, support services, and Professional Services provided by Solutions Now under this Agreement.

“Software Specifications”

means the functional specifications of the Hosted Services as published in the Software Specifications Online Exhibit and incorporated herein.

“Subscription Term”

means the Initial Term together with all Renewal Terms, collectively referred to as the “Term.”

“Third-Party Applications and Services”

means applications, services, and software selected by Client to interoperate with the Hosted Services that are provided by parties other than Solutions Now. Third-Party Applications and Services are not included in the Services.

“Usage Data”

means anonymized and aggregated data derived from Client’s use of the Hosted Services, including system performance metrics, feature usage statistics, and operational metadata that does not identify Client, any Authorized User, or any natural person.

“Use Site”

means a named Client worksite where Client has a unique operating entity with a unique physical location with truck and/or rail scales, or as otherwise defined in the Order Form. Client will ensure that its Authorized Users at the Use Site comply with the terms and conditions of this Agreement, and Client is responsible for the acts and omissions of such Use Sites as if they were the acts and omissions of the Client.

Exhibit AService Level Agreement

1. Availability Commitment

Solutions Now will use commercially reasonable efforts to make the Hosted Services available at least 98% of the time, measured on a monthly basis (“Availability Commitment”). Availability is calculated as follows:

Monthly Availability % = ((Total Minutes in Month – Downtime Minutes) / Total Minutes in Month) × 100

2. Exclusions

The following are excluded from Downtime calculations:

1. scheduled maintenance windows (see Section 3);
2. downtime resulting from Force Majeure Events as defined in the Agreement;
3. downtime caused by Third-Party Applications and Services, Client’s internet connectivity, or Client’s hardware or network;
4. downtime caused by Client’s actions or inactions in violation of the Agreement; and
5. downtime during periods of maintenance requested by Client.

3. Scheduled Maintenance

Solutions Now typically schedules maintenance during non-business hours on Friday evenings and weekends (Central Time). Solutions Now will provide at least twenty-four (24) hours prior notice of scheduled maintenance. Emergency maintenance may be performed with shorter notice when required to address critical security or stability issues, in which case Solutions Now will notify Client as soon as practicable.

4. Service Credits

If Solutions Now fails to meet the Availability Commitment in any calendar month, Client is entitled to service credits as set forth in this Section 4. Service credits issued pursuant to this SLA are Client’s sole and exclusive monetary remedy for any failure by Solutions Now to meet the Availability Commitment.

4.1. Credit Schedule

Credits are calculated as a percentage of the equivalent monthly subscription fee for the affected Use Site(s):

* Monthly Prorated Fee equals Annual Subscription Fee divided by 12.

4.2. Downtime Accrual

Downtime begins to accrue as soon as Client (with notice to Solutions Now) recognizes that downtime is taking place and continues until the availability of the Hosted Services is restored. For purposes of calculating service credits, each period of sixty (60) or more consecutive minutes of Downtime constitutes one incident of Downtime.

4.3. Credit Application and Limitations

Service credits will be applied against future invoices and may not be redeemed for cash. Total service credits in any single calendar month shall not exceed 50% of the monthly subscription fee for the affected Use Site(s). Solutions Now will only apply a credit to the month in which the Downtime incident occurred. If Client has multiple Use Sites, credits are calculated on a per-Use-Site basis based on the Use Site(s) affected by the Downtime.

4.4. Blocking Not a Failure

Solutions Now’s blocking of data communications or other Hosted Services in accordance with its policies or the Acceptable Use Policy, or any suspension of access pursuant to the Agreement, shall not be deemed a failure to provide adequate service levels.

5. Credit Request Process

To receive a service credit, Client must submit a written request to Solutions Now within thirty (30) days of the end of the calendar month in which the Availability Commitment was not met. The request must include the dates and times of the claimed downtime. Solutions Now will review the request against its monitoring data and respond within ten (10) business days.

6. Chronic Failure

If the Hosted Services fail to meet the Availability Commitment for three (3) consecutive calendar months, or if availability falls below 95% in any single calendar month, Client may terminate the affected Order Form upon thirty (30) days’ written notice and receive a pro-rata refund of prepaid fees for the remainder of the then-current Term, in accordance with Section 6.2 of the Agreement.

7. Service Credit Disputes

If Client reasonably disputes Solutions Now’s determination of whether a service credit is due or the calculation of a service credit, Client will provide written notice of such dispute to Solutions Now. Within ten (10) business days of receiving such notice, the Parties will discuss the disputed service credit in good faith and Solutions Now will provide Client with all reasonable information, documentation, and access to monitoring data necessary to verify compliance with the Availability Commitment. If the Parties are unable to resolve the dispute within thirty (30) days of Client’s notice, the dispute will be resolved in accordance with the escalation and dispute resolution procedures set forth in Section 17 of the Agreement.

Exhibit BSupport Services

1. Scope of Support

Support Services for the Hosted Services include: (a) 24/7/365 remote service desk (phone and/or email) for Severity 1 issues; (b) business-hours service desk (Monday through Friday, 6:00 AM to 6:00 PM Central Time, excluding Solutions Now recognized holidays) for all other severity levels; (c) investigation and resolution of reproducible errors in the Hosted Services; and (d) enhancements provided by Solutions Now to its general customer base.

Support Services do not include: (a) Professional Services; (b) consultation, error correction, or research with respect to Client-created data; (c) Third-Party Applications and Services; or (d) any other separately priced services.

2. Severity Levels and Response Times

Solutions Now reserves the right to reclassify a severity level in accordance with the above guidelines after investigation.

3. Contact Information

Solutions Now Support Center
Location: Plano, Texas, USA
Hours of Operation: Monday through Friday, 6:00 AM to 6:00 PM Central Time (Severity 1: 24/7/365)
Phone: 713.202.8526
Email: support@solnowinc.com

4. Client Responsibilities

Client will: (a) designate trained staff to contact the Solutions Now service desk; (b) provide accurate and complete information regarding each issue, including the proposed severity level; (c) provide applicable passwords and/or network access for diagnosing and resolving issues; and (d) use commercially reasonable efforts to assist Solutions Now in resolving reported issues.

5. Maintenance Notifications

Solutions Now will: (a) notify Client of any planned outages at least twenty-four (24) hours before scheduled downtime; (b) notify Client of emergency outages as soon as information about such unplanned event becomes available; and (c) notify Client of major application upgrades and provide a list of applicable changes.

6. Standard of Support

Support Services are offered to Client on a commercially reasonable efforts basis. Client acknowledges that Solutions Now may not be able to resolve every support request. Client’s exclusive remedy and Solutions Now’s sole obligation for any failure to resolve a problem covered by these Support Services shall be to use commercially reasonable efforts to resolve the problem.

Exhibit CSecurity Standards

1. Infrastructure Security

The Hosted Services are hosted on Microsoft Azure with on-premise agents at customer sites. Solutions Now maintains logical and physical access controls consistent with industry standards, including: (a) encryption of Client Data in transit using TLS 1.2 or higher; (b) encryption of Client Data at rest using AES-256 or equivalent; (c) role-based access controls limiting personnel access to Client Data to those with a business need; and (d) multi-factor authentication for Solutions Now administrative access to the production environment.

2. Network Security

Solutions Now leverages Azure-native networking including Network Security Groups, Virtual Network, and Private Link where applicable for firewall protections, intrusion detection and prevention systems, and network monitoring appropriate to the sensitivity of the data processed. Solutions Now conducts vulnerability scanning on a monthly basis and addresses critical vulnerabilities found within 7 days and high vulnerabilities within 30 days.

3. Data Backup and Recovery

Solutions Now performs daily backups of the production database to geographically separate Azure storage. Standard data retention for eHub Enterprise is twelve (12) months unless otherwise specified in the applicable Order Form.

4. Incident Response

Solutions Now maintains a shared incident response plan with the customer. In the event of a Security Incident that affects the confidentiality, integrity, or availability of Client Data, Solutions Now will: (a) notify Client in writing without undue delay and in no event later than seventy-two (72) hours after becoming aware of the incident; (b) investigate the incident and take commercially reasonable steps to contain and remediate it; and (c) provide Client with reasonably detailed information about the nature and scope of the incident, including the categories and approximate number of records affected. Solutions Now secures cloud resources during an incident and customer is responsible for on-site devices, networks and physical environments with Solutions Now remote support and RMM access provided by customer.

5. Personnel Security

Solutions Now personnel with access to Client Data are subject to confidentiality obligations and receive security awareness training. Solutions Now conducts background checks on personnel with administrative access to the production environment, to the extent permitted by applicable law. Solutions Now provides remote support primarily leveraging Remote Machine Management (RMM) either from the Solutions Now eHub Portal or enabled access to Client-provided RMM access.

6. Audit and Compliance

Solutions Now maintains a SOC 1 Type II audit report covering its controls relevant to the Hosted Services. The Hosted Services are hosted on Microsoft Azure, which independently maintains SOC 2 Type II certification covering its infrastructure controls. Solutions Now will make available to Client, upon reasonable written request and no more than once per twelve (12) month period, a summary of its then-current security audit report (e.g., SOC 1 Type II) or, if no such report is available, will permit Client (or a mutually agreed-upon third-party auditor) to conduct a reasonable security assessment of Solutions Now’s controls, subject to a mutually agreed scope, timing, and confidentiality obligations. Client will bear its own costs for any such assessment.

7. Sub-processor Oversight

Solutions Now ensures that each sub-processor is bound by contractual obligations no less protective than those in this exhibit and the Data Processing Addendum. Solutions Now maintains the current list of sub-processors in Exhibit D.

Exhibit DSub-processor List

The following sub-processors are authorized to process Client Data in connection with the Hosted Services:

Solutions Now will provide Client with at least thirty (30) days’ prior written notice before engaging a new sub-processor or materially changing the scope of an existing sub-processor’s processing of Client Data. If Client objects to a new or changed sub-processor on reasonable grounds related to data protection, Client may notify Solutions Now in writing within fifteen (15) days of receiving notice, and the Parties will work in good faith to resolve Client’s concerns.

Exhibit EData Processing Addendum

1. Scope and Applicability

This Data Processing Addendum (“DPA”) applies to the extent Solutions Now processes Personal Data on behalf of Client in connection with the Hosted Services. For purposes of this DPA: (a) “Personal Data” means any information relating to an identified or identifiable natural person that is included in Client Data; (b) “Controller” means Client; (c) “Processor” means Solutions Now; and (d) “Data Protection Laws” means all applicable data protection and privacy laws, including (to the extent applicable) the EU General Data Protection Regulation (GDPR), the UK GDPR, the California Consumer Privacy Act (CCPA), and their implementing regulations.

2. Processing Instructions

Solutions Now will process Personal Data only in accordance with Client’s documented instructions, which are deemed to include: (a) the terms of the Agreement and this DPA; (b) the configuration and use of the Hosted Services by Client and its Authorized Users; and (c) any additional written instructions agreed upon by the Parties. Solutions Now will promptly inform Client if, in its reasonable opinion, an instruction would violate applicable Data Protection Laws.

3. Confidentiality

Solutions Now will ensure that all personnel authorized to process Personal Data are bound by obligations of confidentiality.

4. Security Measures

Solutions Now will implement and maintain appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, or damage, as described in the Security Standards (Exhibit C).

5. Sub-processing

Client hereby provides general authorization for Solutions Now to engage the sub-processors listed in Exhibit D. Solutions Now will comply with the sub-processor notification and objection procedures set forth in Exhibit D.

6. Data Subject Rights

Solutions Now will, considering the nature of the processing, assist Client by appropriate technical and organizational measures to fulfill Client’s obligations to respond to requests from data subjects exercising their rights under applicable Data Protection Laws.

7. Data Breach Notification

In the event of a personal data breach affecting Client’s Personal Data, Solutions Now will notify Client without undue delay and in accordance with the incident response procedures set forth in the Security Standards (Exhibit C). Solutions Now will provide Client with sufficient information to enable Client to meet its own breach notification obligations under applicable Data Protection Laws.

8. Data Transfers

To the extent Personal Data is transferred from the European Economic Area, United Kingdom, or Switzerland to a jurisdiction that does not provide an adequate level of data protection, the Parties agree that such transfers shall be governed by the EU Standard Contractual Clauses (Commission Implementing Decision (EU) 2021/914) and/or the UK International Data Transfer Addendum, as applicable. The applicable module(s) and annexes are deemed incorporated by reference.

9. Deletion and Return of Personal Data

Upon termination or expiration of the Agreement, Solutions Now will delete or return Personal Data in accordance with the data export and deletion provisions of the Agreement (Section 15.6). Solutions Now may retain copies of Personal Data to the extent required by applicable law, subject to the confidentiality and security obligations of the Agreement and this DPA.

10. Audit

Solutions Now will make available to Client, upon reasonable request, information necessary to demonstrate compliance with this DPA. Client’s audit rights are as set forth in the Security Standards (Exhibit C, Section 6).

Exhibit FAcceptable Use Policy

This Acceptable Use Policy (“AUP”) governs Client’s and its Authorized Users’ use of the Hosted Services. Capitalized terms have the meanings given in the Agreement.

1. Prohibited Uses

Client and its Authorized Users will not use, or permit any third party to use, the Hosted Services to: (a) upload, transmit, or store any content that is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable; (b) violate any applicable law, regulation, or third-party right; (c) transmit any malware, virus, worm, or other malicious code; (d) attempt to gain unauthorized access to Solutions Now’s systems, networks, or other customers’ data; (e) interfere with or disrupt the integrity or performance of the Hosted Services; (f) conduct any security testing (including penetration testing or vulnerability scanning) against the Hosted Services without Solutions Now’s prior written consent; or (g) use the Hosted Services in a manner that exceeds the Use Site, Authorized User, or data-volume thresholds in the applicable Order Form.

2. Enforcement

Solutions Now may investigate suspected violations of this AUP and may suspend Client’s or any Authorized User’s access to the Hosted Services if Solutions Now reasonably believes that a violation has occurred or is imminent. Solutions Now will provide Client with prompt notice of any such suspension and will restore access as soon as reasonably practicable after the violation has been remediated.

3. Reporting

Client will promptly notify Solutions Now of any suspected or actual violation of this AUP.

Exhibit GHigh-Level Software Specifications

eHub Enterprise SaaS Portal

1. Core Modules

• Activity and Health Dashboard
• Agent Management
• Device Management
• Scale Operations (i.e. Truck, Static Rail, In-Motion Rail)
• Job Manager
• Job Groups Monitoring

2. Administration Modules

• User Management
• Company Management
• Site Management
• Configuration
• Licensing
• SSO / Entra ID
• Power BI Reporting

3. Diagnostics Modules

• Diagnostics
• COM Ports
• Log Trail
• Device Metrics
• WebSocket Traffic
• User Datagram Protocol (UDP) Traffic

Weighment Applications

1. Scale Processing

• Truck Scale Processing
• Rail Scale Processing

2. TicketX Ticketing System

• Weights & Measures Scale Compliance
• Operations Dashboard
• Truck Scale
• Static Rail Scale
• In-Motion Rail Scale
• Standard Ticket Reporting

3. Unattended Self-Service Truck Scale and Rail Yard Kiosk App

• Driver / Attendant Screen for weighment / load confirmation
• Driver Screen pre-loaded based on AEI or AWID Identification
• Check-in / weighment controls for signal lights, control gates, etc.
• Load sensor alerting (i.e. Radioactive sensor)
• Ticket Printing

Future Releases

As additional releases for the eHub Enterprise platform and Weighment become available to Client per the Agreement, they will be coordinated with Client for release for each Client.