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CrossCode — Master Subscription Agreement
Version 1.1 · Effective 2026-06-22

Glossary

The capitalized terms below carry the same meaning in every document in this package unless a document defines them differently for its own scope.

  • CrossCode, we, us, our — CrossCode, Inc. (a Delaware corporation in formation), and its successors and assigns. Upon issuance of the Certificate of Incorporation, references to CrossCode include the successor Delaware corporation without further action by Customer.
  • Customer, you, your — the legal entity identified on the applicable Order Form.
  • Services — CrossCode's hosted, AI-powered customs classification platform, including the multi-agent classification pipeline (Intake, Research, Classifier, Reviewer, Compliance, Output), associated APIs, web application, and Documentation.
  • Output — the results returned by the Services in response to a Submission, including suggested 10-digit HTS classifications, GRI-based reasoning, cited CBP CROSS rulings, duty rate calculations, and confidence scores.
  • Submission — any commercial invoice, bill of lading, packing list, line-item description, image, text, file, or other data uploaded to or transmitted to the Services by or on behalf of Customer.
  • Customer Data — Submissions, Output as applied to Customer's entries, account information, configuration data, and all other electronic data or information submitted to or generated by the Services for or on behalf of Customer.
  • Authorized User — an employee, contractor, or agent of Customer who is licensed under an Order Form and bound by terms no less protective than this Agreement.
  • Documentation — the then-current user guides and technical documentation made available by CrossCode through the Services.
  • Order Form — an ordering document or online order executed by Customer that references this Agreement.
  • Confidential Information — information disclosed by one party (the Disclosing Party) to the other (the Receiving Party) that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including Customer Data, the Services, pricing, and product roadmap.
  • CBP — U.S. Customs and Border Protection.
  • CROSS — CBP's Customs Rulings Online Search System.
  • HTS — Harmonized Tariff Schedule of the United States.
  • GRI — General Rules of Interpretation of the Harmonized System.
  • Reasonable Care — the standard imposed on importers of record by 19 U.S.C. § 1484(a).
  • Customs Business — has the meaning set forth in 19 C.F.R. § 111.1.
  • Personal Data / Personal Information — has the meaning given under applicable Data Protection Laws (including GDPR and CCPA/CPRA).
  • Data Protection Laws — all laws and regulations applicable to the processing of Personal Data, including the EU General Data Protection Regulation 2016/679 ("GDPR"), the UK GDPR, the California Consumer Privacy Act as amended by the California Privacy Rights Act ("CCPA/CPRA"), and other U.S. state privacy laws as applicable.
  • Sub-processor — a third party engaged by CrossCode to process Customer Data on its behalf in connection with the Services.
  • Subscription Term — the term of Customer's access to and use of the Services as set forth in the applicable Order Form, including any renewals.
  • Aggregated Data — aggregated, de-identified statistical and operational data derived from operation of the Services that (i) does not identify Customer or any Authorized User, (ii) does not contain Submission content, supplier name, importer name, HTS line-item description, product description, or commercial value, and (iii) cannot reasonably be used, alone or in combination with other data available to CrossCode, to re-identify Customer Data. See Section 9.4 of the Master Subscription Agreement.

CrossCode, Inc. Master Subscription Agreement Effective Date: 2026-06-22 (Version 1.1)

This Master Subscription Agreement ("Agreement") is entered into by and between CrossCode, Inc. (a Delaware corporation in formation), with its principal place of business at the address set forth on the applicable Order Form ("CrossCode"), and the customer identified on the Order Form ("Customer"). CrossCode and Customer are each a "Party" and together the "Parties." This Agreement governs Customer's access to and use of the Services. By executing an Order Form that references this Agreement, by clicking "I accept" or a similar control, or by accessing or using the Services, Customer agrees to be bound by this Agreement.

1. Definitions

Capitalized terms used in this Agreement have the meanings given in the Master Glossary preceding this document or in the Section in which they first appear. In the event of any conflict between a term defined in the Master Glossary and a term defined within this Agreement, the in-Agreement definition controls for purposes of this Agreement.

2. The Services

2.1 Provision. Subject to Customer's payment of fees and compliance with this Agreement, CrossCode will make the Services available to Customer and its Authorized Users during the Subscription Term set forth in the applicable Order Form.

2.2 What the Services Are. The Services ingest Submissions, apply CrossCode's multi-agent classification pipeline (including retrieval-augmented generation over the HTS, CBP CROSS rulings, and World Customs Organization Explanatory Notes), and return Output. The Services are a decision-support tool intended to assist licensed customs brokers, importers of record, and trade compliance professionals.

2.3 What the Services Are Not. The Services do not constitute Customs Business as defined in 19 C.F.R. § 111.1. CrossCode is not a licensed customs broker, does not transact Customs Business on behalf of any person, does not make entry, does not file with CBP, and does not provide legal, tax, or accounting advice. Output is informational and advisory only. The licensed customs broker and/or importer of record remains solely responsible for every classification decision, declaration, and filing made with CBP or any other government authority.

3. License and Use Restrictions

3.1 License Grant. Subject to the terms of this Agreement and the applicable Order Form, CrossCode grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide license during the Subscription Term to (a) access and use the Services and Documentation solely for Customer's internal business operations and (b) permit Authorized Users to do the same.

3.2 Use Restrictions. Customer will not, and will not permit any Authorized User or third party to:

(a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, model weights, training data, prompt templates, or underlying architecture of the Services, except to the extent expressly permitted by applicable law notwithstanding this restriction;

(b) modify, translate, or create derivative works of the Services or Documentation;

(c) resell, sublicense, rent, lease, time-share, or otherwise commercially exploit the Services to or for the benefit of any third party, except that (i) a customs broker holding a license in good standing under 19 U.S.C. § 1641 and 19 C.F.R. Part 111 may use the Services in the ordinary course of providing brokerage services to its own clients, and (ii) a third-party logistics provider or trade consultancy may use the Services on behalf of identified end-clients only where the activity is conducted under and consistent with a customs broker license held by Customer (or by the individual broker of record exercising responsible supervision and control as required by 19 C.F.R. § 111.1 et seq.) and CrossCode has been advised in writing of the arrangement;

(d) use the Services or any Output to train, develop, fine-tune, evaluate, benchmark, or improve any artificial intelligence model, large language model, machine learning system, or competing service;

(e) use the Services to provide Customs Business to any third party unless Customer (or its principal) holds a customs broker license in good standing under 19 U.S.C. § 1641 and 19 C.F.R. Part 111 and complies with all conditions of that license;

(f) submit to the Services any data the export, re-export, or disclosure of which is restricted under the U.S. International Traffic in Arms Regulations (ITAR, 22 C.F.R. Parts 120–130) or any technology, software, or technical data the export of which is restricted under the Export Administration Regulations (EAR, 15 C.F.R. Parts 730–774) without first obtaining all required authorizations and providing CrossCode written notice;

(g) circumvent or attempt to circumvent any documented usage limits, rate limits, or access controls of the Services, or access the Services by any means other than the interfaces and methods documented by CrossCode;

(h) use the Services in a manner that violates the Acceptable Use Policy referenced in Section 3.4; or

(i) remove, obscure, or alter any proprietary notices, trademarks, or attributions in the Services or Output.

3.3 Authorized Users. Customer is responsible for (a) the acts and omissions of its Authorized Users as if they were Customer's own, (b) maintaining the confidentiality of all account credentials, and (c) promptly notifying CrossCode of any unauthorized access to or use of the Services.

3.4 Acceptable Use. Customer's use of the Services is subject to CrossCode's Acceptable Use Policy ("AUP"), incorporated by reference. CrossCode may update the AUP from time to time; material changes will be communicated with at least thirty (30) days' prior notice through the Services or by email to Customer's designated administrator.

3.5 Broker Pass-Through to End-Clients. Where Customer is a licensed customs broker or a trade consultancy operating under such a license and uses the Services in connection with the entries of its own clients, Customer will, before relying on Output in any communication with or filing for such client, ensure the client is informed that (a) the classification was generated with the assistance of a third-party AI platform, (b) Output is a recommendation, not a binding ruling, and does not relieve the broker, importer of record, or client of the duty of Reasonable Care under 19 U.S.C. § 1484, and (c) the broker has independently reviewed the classification and assumes responsibility for the classification used in the filing. Nothing in this Section creates a direct contractual relationship between CrossCode and any end-client of Customer, and Section 15.5 (No Third-Party Beneficiaries) remains in effect.

4. AI Output — Allocation of Responsibility

This Section 4 is material to this Agreement. Customer acknowledges that it has read it and that the allocation of responsibility set forth here is reflected in the pricing of the Services.

4.1 Nature of Output. Output is generated by automated systems, including large language models and retrieval-augmented generation over public CBP and HTS sources. Output is a recommendation, not a determination. Output may be incomplete, may reflect facts as they existed at the time of training or retrieval, may not reflect the most recent CBP rulings, classification rulings revoked or modified by CBP, statutory or regulatory changes, or facts known only to Customer about its product, manufacturing process, country of origin, or intended use.

4.2 Customer's Independent Duty. Customer (and where Customer is acting as a customs broker, its Authorized User holding the broker license) must exercise Reasonable Care under 19 U.S.C. § 1484(a) when using Output, must independently verify each classification before relying on it for any filing with CBP, and must apply professional judgment to the specific facts of each entry. Output is not a substitute for the broker's or importer's own due diligence, including but not limited to review of the Explanatory Notes, applicable Section, Chapter, and Subheading Notes, and, where appropriate, the request of a binding ruling under 19 C.F.R. Part 177.

4.3 No Warranty of CBP Acceptance. CrossCode makes no warranty that any Output will be accepted by CBP, will avoid liquidation at a different rate, will avoid the issuance of a Request for Information (CBP Form 28), Notice of Action (CBP Form 29), or any pre-penalty notice or penalty under 19 U.S.C. §§ 1592, 1641, or any other authority.

4.4 Allocation of Penalty Risk. As between the Parties, and without limiting Customer's indemnity obligations in Section 12.2:

(a) Customer is solely responsible for all duties, taxes, fees, interest, additional duties (including under Section 201, 232, and 301 of applicable trade statutes), liquidated damages, marking duties, and penalties assessed by CBP or any other authority on entries filed by or on behalf of Customer; and

(b) CrossCode shall have no liability for any such duties, taxes, fees, interest, additional duties, liquidated damages, marking duties, or penalties, regardless of whether the classification at issue was suggested by the Services. Nothing in this Section 4.4 limits any rights or remedies of either Party under applicable law that, as a matter of Delaware public policy, cannot be limited or waived by contract.

4.5 Use of Confidence Scores. Output may include a confidence score. Confidence scores are heuristic, are not statistical guarantees, and must not be the sole basis for filing decisions. A high confidence score does not relieve Customer of the duty of Reasonable Care.

5. Customer Obligations

5.1 Accuracy of Submissions. Customer represents and warrants that each Submission is accurate and complete in all material respects, that Customer has the right to submit the Submission to the Services, and that the Submission does not infringe the intellectual property, privacy, or other rights of any third party.

5.2 Compliance. Customer will use the Services in compliance with all applicable laws and regulations, including U.S. customs laws and regulations, U.S. export control laws (EAR and ITAR), and U.S. economic sanctions administered by the Office of Foreign Assets Control ("OFAC"), including the Specially Designated Nationals and Blocked Persons List.

5.3 No Restricted Data. Without limiting Section 3.2(f), Customer will not submit to the Services any data subject to ITAR controls without obtaining all required authorizations and providing CrossCode written notice in advance.

5.4 Authority. Customer represents that the individual executing the Order Form has the authority to bind Customer to this Agreement.

6. Fees, Payment, and Taxes

6.1 Fees. Customer will pay the fees set forth in the applicable Order Form. Except as expressly stated in this Agreement, fees are non-refundable.

6.2 Invoicing and Payment. Unless the Order Form provides otherwise, CrossCode will invoice Customer in advance for the applicable Subscription Term, and Customer will pay all undisputed amounts within thirty (30) days of the invoice date. All payments are in U.S. dollars.

6.3 Late Payments. Undisputed amounts not paid when due accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, plus CrossCode's reasonable costs of collection.

6.4 Disputed Charges. Customer must notify CrossCode in writing of any good-faith dispute regarding an invoice within thirty (30) days of the invoice date and pay all undisputed amounts when due. The Parties will work together in good faith to resolve disputes promptly.

6.5 Suspension for Non-Payment. If Customer fails to pay any undisputed amount within fifteen (15) days after written notice of overdue payment, CrossCode may suspend the Services until payment is made. Suspension under this Section does not relieve Customer of its payment obligations.

6.6 Taxes. Fees are exclusive of all taxes, levies, and duties imposed by any taxing authority, except taxes based on CrossCode's net income. Customer is responsible for the payment of all such taxes.

6.7 Auto-Renewal. Unless the Order Form provides otherwise, each Subscription Term will automatically renew for successive periods of equal length unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. Renewal fees are CrossCode's then-current list price, provided that CrossCode will not increase fees by more than ten percent (10%) at any renewal absent at least sixty (60) days' prior written notice.

7. Term and Termination

7.1 Term. This Agreement commences on the Effective Date and continues until all Order Forms expire or are terminated.

7.2 Termination for Convenience by Customer. Customer may terminate any Order Form for convenience with at least thirty (30) days' written notice. Termination for convenience does not entitle Customer to a refund of pre-paid fees except as expressly stated in the Order Form.

7.3 Termination for Cause. Either Party may terminate this Agreement or any Order Form for cause upon written notice if the other Party (a) materially breaches this Agreement and fails to cure within thirty (30) days after written notice of the breach, or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes the subject of a bankruptcy or similar proceeding that is not dismissed within sixty (60) days.

7.4 Effect of Termination.

(a) Upon termination or expiration, Customer's right to access and use the Services ceases.

(b) Within thirty (30) days after termination, Customer may request export of Customer Data in a commercially reasonable format. CrossCode will retain Customer Data for ninety (90) days after termination to permit export, after which CrossCode will delete Customer Data in accordance with its data retention practices and the Data Processing Addendum, except for archival copies required by law and except as set forth in Section 7.4(c).

(c) Recordkeeping Support. Notwithstanding Section 7.4(b), CrossCode will retain a copy of the classification artifacts (Submission, Output, confidence score, model identifier and configuration, prompt template hash, retrieval index hash, and CROSS citations) generated for Customer for the longest of (i) five (5) years from the date of generation, (ii) five (5) years from the date of the corresponding customs entry where Customer supplies that date through the Services, or (iii) such longer period as Customer instructs in writing, in order to support Customer's recordkeeping obligation under 19 C.F.R. Part 163 (including the "(a)(1)(A) list") and 19 U.S.C. § 1508(c) (which measures the duty from the date of entry). CrossCode does not undertake to act as Customer's recordkeeper for purposes of those provisions, and Customer remains the responsible party — including for confirming that CrossCode's retention window covers Customer's actual entry dates. Storage during this period is in archival form and is not active Services.

(d) If CrossCode terminates for Customer's uncured material breach, Customer will pay all fees through the end of the then-current Subscription Term within thirty (30) days. If Customer terminates for CrossCode's uncured material breach, CrossCode will refund pre-paid fees attributable to periods after the effective date of termination.

7.5 Survival. The following Sections survive termination or expiration: 1 (Definitions), 3.2 (Use Restrictions, as to obligations that by their nature continue), 4 (AI Output — Allocation of Responsibility), 6 (with respect to amounts owed), 7.4, 7.5, 8 (Confidentiality), 9 (Customer Data and Privacy), 10 (Intellectual Property), 11 (Warranties; Disclaimers), 12 (Indemnification), 13 (Limitation of Liability), 14 (Governing Law; Dispute Resolution), and 15 (General).

8. Confidentiality

8.1 Obligations. The Receiving Party will (a) use the Disclosing Party's Confidential Information only as necessary to perform under or exercise its rights under this Agreement, (b) protect the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance (and in no event less than reasonable care), and (c) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by written or professional obligations of confidentiality at least as protective as this Section.

8.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate (a) is or becomes generally available to the public other than by breach of this Agreement, (b) was rightfully in its possession before disclosure by the Disclosing Party, (c) is rightfully received from a third party without restriction, or (d) is independently developed without reference to or use of the Disclosing Party's Confidential Information.

8.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that (where legally permitted) it gives the Disclosing Party prompt notice and reasonable cooperation in seeking a protective order.

8.4 Duration. The confidentiality obligations in this Section apply during the Term and for five (5) years thereafter, except that obligations with respect to Customer Data and Personal Data continue indefinitely while CrossCode holds such data, and obligations with respect to trade secrets continue for so long as such information remains a trade secret under applicable law.

9. Customer Data and Privacy

9.1 Ownership of Customer Data. As between the Parties, Customer owns all right, title, and interest in and to Customer Data, including Output as applied to Customer's entries.

9.2 License to CrossCode. Customer grants CrossCode a worldwide, non-exclusive, royalty-free license during the Term to host, store, process, transmit, copy, display, and otherwise use Customer Data solely to (a) provide, secure, and support the Services for Customer, (b) prevent or address service, security, or technical problems, (c) comply with law, and (d) generate Aggregated Data as defined in Section 9.4.

9.3 No Training Without Opt-In. CrossCode will not use Customer Data (including any Submission, Customer-identifiable Output, or Customer-identifiable record) to train, retrain, fine-tune, evaluate, benchmark, or otherwise improve any artificial intelligence or machine-learning model, including any foundation model, classifier, retrieval index, or evaluation suite, except with Customer's prior written opt-in consent. Aggregated Data permitted under Section 9.4 is not "training" for purposes of this Section so long as it is de-identified as described there. CrossCode will configure its inference Sub-processors (Anthropic and OpenAI) to use zero-retention / no-training API endpoints where such configuration is available and will preserve evidence of that configuration.

9.4 Aggregated Data. CrossCode may generate, use, and retain aggregated, de-identified statistical and operational data derived from the operation of the Services ("Aggregated Data") for purposes including security monitoring, capacity planning, product improvement, benchmarking, and public reporting, provided that Aggregated Data (a) does not identify Customer or any Authorized User, (b) does not contain any Submission content, supplier name, importer name, HTS line item description, product description, or commercial value, and (c) cannot reasonably be used, alone or in combination with other data available to CrossCode, to re-identify Customer Data. Aggregated Data is CrossCode's property.

9.5 Data Processing Addendum. The Parties' Data Processing Addendum ("DPA") is incorporated by reference. To the extent the Services process Personal Data, the DPA governs.

9.6 Security. CrossCode will maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data as described in the DPA and the Trust Page.

10. Intellectual Property

10.1 CrossCode IP. CrossCode and its licensors own all right, title, and interest in and to the Services, the Documentation, the underlying software, models, prompts, training data, indices, scoring algorithms, user interface, and all enhancements, modifications, and derivative works thereof, and all intellectual property rights therein. No rights are granted to Customer except as expressly set forth in this Agreement.

10.2 Feedback. If Customer provides suggestions, ideas, or feedback regarding the Services ("Feedback"), Customer grants CrossCode a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use the Feedback for any purpose without obligation.

10.3 No Use of Customer Marks. CrossCode will not use Customer's name or logo in any marketing or promotional materials without Customer's prior written consent, except that CrossCode may identify Customer as a customer in factual lists of customers (no logo, no quote) unless Customer opts out in writing.

11. Warranties; Disclaimers

11.1 Mutual Warranties. Each Party represents and warrants that (a) it has full power and authority to enter into this Agreement, and (b) its performance under this Agreement will not violate any other agreement to which it is a party.

11.2 CrossCode Limited Service Warranty. CrossCode warrants that, during the Subscription Term, (a) the Services will perform materially in accordance with the Documentation, and (b) CrossCode will not materially decrease the overall functionality of the Services. Customer's sole and exclusive remedy and CrossCode's sole liability for breach of this Section 11.2 is, at CrossCode's option, to (i) re-perform or repair the affected Services within a reasonable period after Customer's written notice, or (ii) if CrossCode is unable to do so within sixty (60) days, terminate the affected Order Form and refund pre-paid, unused fees attributable to the period after the effective date of termination. (Service credits under the SLA apply only to uptime miss events, not to breach of this Section 11.2.)

11.3 Customer Warranties. Customer represents and warrants that (a) Submissions are accurate and complete in all material respects, (b) Customer has all rights and authorizations necessary to submit Submissions to the Services, (c) use of the Services by Customer and Authorized Users complies with the AUP and all applicable laws, and (d) Customer is not on, and will not provide access to any person on, any U.S. denied or restricted party list.

11.4 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 11, THE SERVICES, OUTPUT, AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CROSSCODE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING, CROSSCODE MAKES NO WARRANTY THAT (A) ANY OUTPUT WILL BE ACCURATE, CURRENT, OR COMPLETE; (B) ANY OUTPUT WILL BE ACCEPTED BY CBP OR ANY OTHER AUTHORITY; (C) ANY CITED CBP CROSS RULING REMAINS GOOD LAW OR HAS NOT BEEN REVOKED, MODIFIED, OR DISTINGUISHED; (D) THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; OR (E) ALL ERRORS WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE FOREGOING EXCLUSIONS MAY NOT APPLY IN FULL TO CUSTOMER.

12. Indemnification

12.1 By CrossCode. CrossCode will defend Customer, its officers, directors, and employees against any third-party claim alleging that Customer's authorized use of the Services in accordance with this Agreement infringes such third party's U.S. patent, copyright, trademark, or misappropriates such third party's trade secret (an "IP Claim"), and will pay all damages finally awarded by a court of competent jurisdiction or amounts agreed in settlement, provided that Customer (a) promptly notifies CrossCode in writing of the IP Claim, (b) gives CrossCode sole control of the defense and settlement (except that CrossCode may not settle in a way that imposes liability or admits fault on Customer without consent), and (c) provides reasonable cooperation at CrossCode's expense. CrossCode has no obligation under this Section to the extent an IP Claim arises from (i) use of the Services in violation of this Agreement, (ii) modification of the Services by anyone other than CrossCode, (iii) combination of the Services with products, data, or processes not provided by CrossCode where the claim would not arise but for the combination, (iv) Customer Data, (v) use of a version of the Services other than the most current version where use of the current version would have avoided the claim, or (vi) the training data, training process, or pre-trained weights of any third-party foundation model or large language model used by CrossCode as a Sub-processor, where such training data, process, or weights were selected and prepared by the third-party provider and not by CrossCode (it being understood that CrossCode's obligations under this Section 12.1 with respect to outputs of such third-party models are limited to (A) CrossCode's contractual indemnity rights against the relevant provider and (B) the Super Cap under Section 13.3A, whichever is greater). If the Services become, or in CrossCode's reasonable opinion are likely to become, the subject of an IP Claim, CrossCode may, at its option, (1) procure the right for Customer to continue using the Services, (2) modify the Services to be non-infringing without material loss of functionality, or (3) terminate the affected Order Form and refund pre-paid, unused fees. This Section 12.1 states CrossCode's sole liability, and Customer's sole remedy, for any claim of intellectual property infringement by the Services.

12.2 By Customer. Customer will defend CrossCode, its officers, directors, employees, and agents against any third-party claim arising from or related to (a) Customer Data or any Submission, including any allegation that a Submission infringes a third party's rights or violates law; (b) Customer's violation of Section 3.2 (Use Restrictions), Section 5 (Customer Obligations), or the AUP; (c) Customer's use of the Services to provide services to its own clients; (d) any assessment, penalty, claim, or liability by CBP or any other governmental authority arising from any entry, declaration, filing, or other transaction by or on behalf of Customer, regardless of whether based on classification suggested by the Services, except to the extent excluded by Section 4.4(b); and (e) Customer's violation of applicable Data Protection Laws, export control laws, or sanctions laws. Customer will pay all damages finally awarded or amounts agreed in settlement, subject to the same notice, control, and cooperation conditions stated in Section 12.1.

12.3 Exclusive Remedy. This Section 12 states each Party's sole and exclusive obligations, and the other Party's exclusive remedy, for third-party claims.

13. Limitation of Liability

13.1 EXCLUSION OF DAMAGES. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 CAP ON LIABILITY. EXCEPT FOR EXCLUDED CLAIMS AND SUPER-CAPPED CLAIMS (DEFINED IN SECTION 13.3A), EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO CROSSCODE UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY (THE "GENERAL CAP").

13.3 Excluded Claims. "Excluded Claims" means (a) Customer's payment obligations under Section 6; (b) a Party's breach of confidentiality obligations under Section 8 other than breaches relating solely to Customer Data (which are addressed by the Super Cap in Section 13.3A(ii)); (c) a Party's willful misconduct; and (d) any liability that cannot be limited or excluded under applicable law.

13.3A Super-Capped Claims. Notwithstanding Section 13.2 but subject to Section 13.1, each Party's total cumulative liability for the following claims will not exceed the greater of (a) two times (2x) the fees paid or payable by Customer to CrossCode under the applicable Order Form in the twelve (12) months preceding the event giving rise to liability, or (b) Five Hundred Thousand U.S. Dollars (US$500,000) (the "Super Cap"):

(i) CrossCode's indemnity obligations under Section 12.1 (Third-Party IP Claims), other than matters falling within the carve-outs in Sections 12.1(i)–(v);

(ii) liability arising from CrossCode's material failure to implement and maintain the security measures described in Annex II of the DPA resulting in a Personal Data Breach or unauthorized access to or disclosure of Customer Data; and

(iii) Customer's indemnity obligations under Section 12.2.

A Party's gross negligence and any claim that cannot, as a matter of applicable law, be capped below an amount above the Super Cap, remain governed by Section 13.3(d).

13.4 Allocation; Essential Purpose. The Parties acknowledge that the limitations in this Section 13 reflect a reasonable allocation of risk, are an essential basis of the bargain, and apply notwithstanding the failure of essential purpose of any limited remedy.

14. Governing Law; Dispute Resolution

14.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Venue. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware for any action or proceeding arising out of or related to this Agreement, and waive any objection based on inconvenient forum.

14.3 Jury Trial Waiver. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

14.4 No Class Actions. Each Party agrees to bring any dispute on an individual basis only, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. This Section does not waive any right that cannot be waived under applicable law.

14.5 Equitable Relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or rights under Section 3.2.

15. General

15.1 Notices. Notices must be in writing and delivered (a) by email to the address designated on the Order Form (with confirmation of receipt other than auto-reply) or (b) by recognized overnight courier to the address on the Order Form. Legal notices to CrossCode must additionally be sent to legal@crosscode.pro with a copy by courier to CrossCode's registered agent in Delaware.

15.2 Force Majeure. Neither Party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, pandemic, governmental action, failure of public utilities, internet or telecommunications outages, or third-party LLM provider outages.

15.3 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except that either Party may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, upon written notice. Any attempted assignment in violation of this Section is void.

15.4 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

15.5 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and does not create any rights in any third party.

15.6 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the Parties' intent.

15.7 No Waiver. A waiver of any breach is not a waiver of any subsequent breach, and a Party's failure to enforce a provision is not a waiver of its right to do so later.

15.8 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, including by electronic signature, each of which is an original and together constitute one instrument.

15.9 Order of Precedence. In the event of conflict, the order of precedence is: (a) the body of an Order Form (as to commercial terms only), (b) the DPA (as to processing of Personal Data), (c) this Agreement, and (d) the AUP, SLA, Privacy Policy, and other policies referenced herein.

15.10 Entire Agreement. This Agreement (together with all Order Forms, the DPA, the AUP, the SLA, the Privacy Policy, and the Sub-Processor List) constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous understandings, proposals, RFPs, and communications. Customer's pre-printed terms on any purchase order or similar document are expressly rejected and of no force or effect.

15.11 U.S. Government End Users. The Services are "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202. U.S. government end users acquire only those rights set forth in this Agreement.

15.12 Export Compliance. Customer will not use, export, or re-export the Services in violation of U.S. export control laws or OFAC sanctions.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below.

CrossCode, Inc.Customer
By: ________________________________By: ________________________________
Name: _____________________________Name: _____________________________
Title: ______________________________Title: _______________________________
Date: ______________________________Date: _______________________________

CrossCode, Inc. (a Delaware corporation in formation) — operating as CrossCode.

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