107 Greenwhich Street, 14th Floor,
New York, NY 10006

Strictly Confidential.

NYSHEX Platform Products Terms of Service

Version 2
Effective Date: May 26, 2026

These Terms of Service govern Your subscription to and use of the NYSHEX Platform to utilize NYSHEX Products.

Part I. Definitions

"BCO” means beneficial cargo owner.

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, including without limitation data collection templates, business and financial information, application and software information, rate data, pricing, customer information, and technical materials, whether disclosed orally, in writing, or in electronic form.

“Intellectual Property Rights” all past, present, and future rights of the following types, which may exist or be created in any jurisdiction worldwide: (i) rights associated with authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (ii) Marks; (iii) trade secret rights; (iv) patent and industrial property rights; (v) other proprietary rights in intellectual property of every kind and nature; and (vi) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (i) through (v).

“Marks” means trademarks, service marks, logos, trade dress, trade names, and the associated goodwill, whether or not registered.

"Member” means a BCO, NVOCC, or VOCC who utilizes the NYSHEX Value Added Services via the NYSHEX Platform.

"Member Data" means all data, content, and information provided or made available by Member to NYSHEX in connection with the use of the Platform or the Services, including freight rate data, shipment data, and related commercial information.

“NVOCC” means a non-vessel operating common carrier.

"NYFI” means the NYSHEX Freight Indices.

"NYSHEX Platform" means the systems developed, owned, and operated by NYSHEX to provide a standardized method for performance, cost, rate and risk management and general supply chain monitoring.

“VOCC” or “Carrier” means vessel- operating common carrier.

"We," "Us," or "Our" means the NYSHEX, LLC, and affiliates of NYSHEX"You" or "Your" means the company or other legal entity for which You are accepting these Terms of Service, and Affiliates of that company or entity.

Part 2. NYSHEX Platform Products

Section 1: NYSHEX Platform Product and Services

Platform Access

By agreeing to these Terms of Service, You will have the limited, non-exclusive, non-transferrable right to access the NYSHEX Platform to receive the services applicable to your NYSHEX subscription for internal business purposes for the duration of Your subscription. We will remain the sole and exclusive owner of: (a) All NYSHEX Platform Products and services; (b) usage data; (c) any software, applications, inventions or other technology developed or supplied by Us; (d) Our Marks; (e) all derivative works based upon, or modifications, enhancements or derivations of, or improvements to, any of the NYSHEX Products (f) all Intellectual Property Rights in and to the NYSHEX Platform Products and services (the “NYSHEX IP”). You will remain the sole owner of any raw, unaggregated data provided to NYSHEX via the NYSHEX Platform.

Section 2. Membership Responsibilities

Letters of Authorization

In order to for Us to receive data regarding Your contracts from Your VOCC or NVOCC partners, You will need to execute Letters of Authorization or authorize Us to execute those Letters of Authorization on Your behalf.

Authorized Users

We will provide to You and Your designated employees, consultants, contractors and/or agents (“Authorized User(s)”) user IDs and passwords to access and use the agreed upon NYSHEX Platform Products (the “Access Credentials”). You will keep the Access Credentials confidential and will be responsible and liable for all actions taken under an Authorized User’s account. You will promptly notify Us of any suspected violation of these Terms of Service by an Authorized User and will cooperate with Us to address the suspected violation.

Additional Responsibilities

While using the NYSHEX Platform Products, You will (a) be responsible for You and Your Users’ compliance with these Terms of Service, (b) use commercially reasonable efforts to prevent unauthorized access to or use of the NYSHEX Platform and notify Us promptly of any such unauthorized access or use of which you become aware, and (c) be responsible for payment of all Fees owed to Us for Your use of the NYSHEX Platform Products.

Restrictions

You will not do or attempt to do (and will not permit others to do or attempt to do) the following:

1. allow anyone other than the Authorized Users to access or use the NYSHEX Platform from Your Access Credentials;
2. interfere with or disrupt, or attempt either, the NYSHEX Platform or Services (or any related systems or networks);
3. use or permit your Authorized Users to use the NYSHEX Platform or Services other than for Your internal business purposes;
4. copy, modify, or distribute (or redistribute) any portion of the NYSHEX Platform or Services;
5. rent, lease, sell, convey, assign, share, circulate, publish, retransmit, or resell the NYSHEX Platform Products or Services, in any form, to any third party (including any service bureau or similar environment) without Our consent;
6. transfer any of Your access rights or any other rights given to You in these Terms of Service;
7. defeat, disable or circumvent any protection mechanism related to the NYSHEX Platform; and
8. access, view, read, modify, reverse compile, reverse assemble, disassemble, alter, tamper with or otherwise reverse-engineer the NYSHEX Platform and/or Services in order to build a competitive product or service.

Section 3. Fees

The nonrefundable fee for Your NYSHEX Platform use will be charged as indicated on Your Summary of Commercial Terms form. We reserve the right to amend the fee at our sole discretion. Failure to pay the fee may result in the suspension Your access to the NYSHEX Platform and Services or termination by Us for breach under these Terms of Service.

Section 4. Term and Termination

Term

Your subscription to the NYSHEX Platform and Services is effective the day You first accept these Terms of Service (Effective Date). Where applicable, Your subscription will renew automatically for additional one (1) year terms unless noticed is given 90 days prior to the then current term.

Termination for Breach

In the event of a material breach of these Terms of Service, the nonbreaching Party must provide written notice of the breach to the breach Party immediately upon discovery. The nonbreaching Party may terminate the Subscription if the breach is not cured within thirty (30) days. Your failure to pay fees owed to Us will be considered a material breach of these Terms of Services.

Obligations After Termination

Upon termination of the subscription for any reason:

1. You must pay any fees owed to Us in full for the services up to and including the termination date;
2. All licenses granted to You under these Terms of Service will terminate;
3. NYSHEX will immediately terminate access to the NYSHEX Platform and Services;
4. Any term or obligation of these Terms of Service that survive termination will continue to be in effect.

Survival

The Data Processing Agreement, the Confidentiality Agreement, and the Parts and Sections of these Terms and Conditions entitled "Obligations After Termination,” “Representations, Warranties, Disclaimers, Limitations of Liability, and Indemnification,” and "General Provisions" will survive any termination.

Part 3. Confidentiality

Section 1. Maintaining Confidential Information

Neither party shall access, disclose, or otherwise make available any Confidential Information to any third party without the prior written consent of the disclosing party, except to employees or contractors who need to know such information to perform obligations under this Agreement and who are bound by equivalent confidentiality obligations. Each party shall protect the other's Confidential Information with at least the same degree of care it uses for its own confidential information of a similar nature, and in no event less than reasonable care.

Section 2. Duration

These Confidentiality Provisions will remain in effect during the entirety of Your subscription to the NYSHEX Platform and Services and for a period of two (2) years after the expiration or termination of Your subscription, except with regard to trade secrets of the disclosing Party. Trade secrets will be held in confidence for as long as they remain trade secrets.

These Confidentiality Provisions do not prevent Us or any of our employees or representatives from using or disclosing ideas, concepts, practices, learning, information or know-how or technology developed or learned in the course of providing the NYSHEX Platform Products and Services that relates to software development or programming or other aspects of Our business activities.

Section 3. Return and Retention of Confidential Information

Upon the disclosing Party’s request, the receiving Party will promptly return to the disclosing Party all tangible items and embodiments containing or consisting of the disclosing Party’s Confidential Information and all copies thereof (including electronic copies) and provide the disclosing Party with a statement certifying the receiving Party’s compliance. Notwithstanding the foregoing, the receiving Party may retain a copy of the Confidential Information that is:

1. Required by Law or its records retention policies,
2. Created by automatic electronic archiving or backup processes in the ordinary course of business, and
3. Any portion of the Confidential Information that consists of and/or is contained in analysis, summaries, compilations, calculations, forecasts, studies or other documents prepared by the receiving Party. Any Confidential Information retained will be held and kept confidential by the receiving Party in accordance with the terms of this Agreement.

Section 4. Ownership of Confidential Information

All Confidential Information is and will remain the sole and exclusive property of the disclosing Party. These Terms of Service do not grant any rights to the receiving Party to any Confidential Information of the disclosing Party, or any patent, copyright or other Intellectual Property Rights of the disclosing Party, except as expressly specified in these Terms of Service.

Section 5. Your Acknowledgement

You and We agree that the unauthorized use or disclosure of any Confidential Information would cause disclosing Party to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, the disclosing Party will have the right to obtain immediate equitable and/or injunctive relief to enjoin any unauthorized use or disclosure of Confidential Information, in addition to any other rights or remedies that the Parties may have at law or otherwise, without the necessity of posting a bond even if otherwise normally required, and/or a decree for specific performance, and such further relief as may be proper from a court with competent jurisdiction.

Part 4. Representations, Warranties, Disclaimers, Limitations of Liability, and Indemnification

Section 1. Representations, Warranties, and Disclaimers

The NYSHEX Platform Products and Services are provided “AS-IS, WHERE-IS, AND AS AVAILABLE.” We make no representations or warranties of any kind, express or implied, including those regarding MERCHANTABILITY, ACCURACY, availability, completeness, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. We DISCLAIM ANY WARRANTY THAT THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

Section 2. Limitation of Liability

NEITHER PARTY NOR ANY OF ITS THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING IN CONNECTION WITH THE PLATFORM, MEMBER DATA, OR CONTRIBUTOR DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Total Liability

To the fullest extent permitted by law, neither party’s aggregate liability under this Agreement will exceed the amount paid by You to Company during the twelve (12) months preceding the INCIDENT GIVING rise to such liability.

Part 5. General Provisions

Section 1. Notice

You should direct notices to US via email or mail. NYSHEX can be notified via email at compliance@nyshex.com, or in writing to: NYSHEX, LLC, Attn: NYSHEX Legal and Compliance, 107 Greenwich Street, 14th Fl, Suite 1408, New York, NY 10006.

We will direct notices to You via the email address or mailing address in our records.

Section 2. License to Use Feedback and Logos

You grant to Us and Our Affiliates a worldwide license to use and incorporate any feedback provided by You, and to use Your name and logo in Our or Our Affiliate’s marketing materials and on Our Website. This license will not be subject to a term limit or royalty and is not revocable by You. You reserve all rights, title, and interesting in and to Your Logo.

Section 3. Agreement to Governing Law and Jurisdiction

This contract is governed by the laws of the State of New York without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the courts in New York, and You consent to the governance of NYSHEX under United States law and regulations.

Section 4. Dispute Resolution

This Agreement and all disputes arising out of or related to it shall be governed exclusively by the laws of the State of New York, without giving effect to conflicts of laws principles. Each party irrevocably consents to the exclusive jurisdiction of the federal and state courts located in New York County, New York, for all legal proceedings arising out of or relating to this Agreement.

THE PARTIES AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Section 5. Severability

In the event any provision of these Terms of Service is held to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision of this Agreement or invalidate or render unenforceable such provision in any other jurisdiction.

Section 6. Force Majeure

Neither Party will be liable or responsible hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money owed) on account of events beyond the reasonable control of such Party, which may include denial-of-service or other cyberattacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, pandemics or epidemics, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, rolling blackouts, national or regional emergency and internet connectivity disruptions.

Section 8. Electronic Signature

The Parties agree and consent to the use of electronic records and electronic signatures for the execution these Terms of Service. The term electronic signature means an electronic symbol attached to or logically associated with an agreement or amendment and executed or adopted by a person with the intent and authorization to sign these Terms of Service.

Section 9. Entire Agreement and Order of Precedence

• Entire Agreement

These Terms of Service and any applicable Data Processing Agreement are the sole agreement between You and Us regarding Your use of the NYSHEX Platform Products and Services. Any changes or waivers to this Agreement must be agreed to in writing.

• Order of Precedence

The following order of precedence applies absent an express statement that one provision or term in another document constituting part of the Agreement takes precedence over another or applies notwithstanding the other:

1. Any applicable Data Processing Agreement;
2. The Commercial Terms Schedule and/or Member Agreement;
3. These Terms of Service