Public Agreement

Agreement for Access to Platform and Provision of Services  ·  Version 1  ·  Effective August 1, 2026

Commercial parameters (owner-configurable)

The following commercial values are applied as defaults throughout this Agreement and its Appendices. Each remains subject to any override stated in an Order.

• Fixed platform fee:USD 0.01 per paid passenger, per feature unit subscribed or used in that billing period, counting a feature that is both subscribed and used in the period only once; the customer declares an estimated number of paid passengers when it subscribes or changes its subscription, which may not be fewer than 1,500, and the fee for that declared estimate on the feature units then subscribed is prepaid at the start of each 30-day billing period; at settlement the fee for the period is computed once on the paid passengers actually carried, subject to that minimum of 1,500, and the feature units subscribed or used, the prepayment already made is subtracted, and the single resulting difference is settled in the following billing period’s charge — a shortfall increasing it and an excess reducing it — rather than being paid out as a refund; where a change of subscription divides a billing period into successive parts, that minimum is reduced for each part in proportion to the share of the period it covers; once the subscription ends there is no following billing period, so no settlement amount is charged and none is refunded for the final one.
• Variable platform fee: 0.05% of the net amount actually settled to or collected for the Customer, exclusive of taxes and third-party supplier charges, billed in arrears at monthly settlement.
• FX:non-USD amounts converted to USD at the payment processor’s exchange rate on the settlement date.
• Fee reversal: platform fees on already-processed successful transactions are non-refundable; a refunded transaction still counts fully.
• Payment terms: undisputed invoices due Net 15 from invoice date; settlement currency USD.
• Late interest: 1.5% per month, or the maximum permitted by law if lower, on overdue undisputed amounts.
• Liability cap:the greater of (a) fees paid in the 12 months before the claim or (b) USD 5,000; super-cap of USD 25,000 for data-protection / security-breach liability; the Company’s IP indemnity sits above the general cap.
• Term / renewal:initial term per the Order, default month-to-month; auto-renews for successive equal periods unless either Party gives 30 days’ notice.
• Service levels: commercially-reasonable-efforts availability; no committed uptime percentage or service credits unless stated in the Order
• Data use: Customer Data used solely to provide the Services; only aggregated, de-identified data used to improve the Services.
• Governing law / forum / language: Delaware law; binding ICDR arbitration (single arbitrator, Wilmington, Delaware, English) with a court carve-out for injunctive relief; English prevails when the Order is silent.

1. Parties

1.1.This Public Agreement for Access to Platform and Provision of Services (the “Agreement”) is entered into between Mesheluni LLC, a limited liability company duly incorporated and existing under the laws of the State of Delaware, United States, having its registered office at 8 The Green, Suite B, Dover, Kent County, DE 19901, United States, registration number (Delaware State Entity ID) 10607270, EIN 36-5181197, represented by its duly authorized Member, hereinafter referred to as the “Company”; and the legal entity that accepts this Agreement and/or places an Order, completes registration, uses the Platform, or otherwise accesses the Services, hereinafter referred to as the “Customer”.

1.2.The Company and the Customer are each a “Party” and together the “Parties”.

1.3. By accepting this Agreement, the Customer confirms that it acts for business purposes and not as a consumer, and that it has authority to bind itself and its Authorized Users.

2. Definitions

2.1. For the purposes of this Agreement, the following terms shall have the meanings set out below:

• “Platform” means the Company’s software platform, website, interfaces, applications, features, APIs, administrative panels, dashboards, and related systems used to provide the Services.
• “Services” means the digital, technical, booking, routing, ticketing, route optimization, dispatch, analytics, access-management, reporting, and related software services described in this Agreement and the applicable Order or Appendix.
• “Order” means any order form, online subscription, statement of work, activation request, pricing confirmation, or similar document accepted by the Company, in which the Customer’s commercial terms are recorded.
• “Customer Type” means the role in which the Customer uses the Platform, being either Carrier/Operator or Agency/Reseller, as selected by the Customer at account registration.
• “Carrier / Operator” means a Customer that operates its own transportation services, is the ticket issuer and merchant of record for those services, publishes its own conditions of carriage and fare rules, and has no upstream supplier of the inventory it sells.
• “Agency / Reseller” means a Customer that acts as a disclosed intermediary reselling a third-party carrier’s or operator’s inventory.
• “Supplier” means the third-party carrier or operator whose inventory an Agency/Reseller resells; for a Carrier/Operator Customer, references to “supplier rules” mean the Customer’s own published conditions of carriage and fare rules.
• “Authorized Users” means the Customer’s employees, contractors, representatives, or other persons authorized by the Customer to access the Platform.
• “Customer Data” means all data, content, information, schedules, routes, bookings, tickets, pricing inputs, passenger- or shipment-related data, documents, messages, files, and records uploaded to or generated through the Platform by or on behalf of the Customer.
• “Personal Data” means any information relating to an identified or identifiable natural person within the meaning of applicable data protection laws.
• “Feature” means a functional element of the Platform that may be included in the Customer’s subscription (for example route planning, booking, ticketing, discounts, analytics, tracking, integrations, or role-based access). A Feature that is included in the Customer’s subscription is a “subscribed” Feature.
• “Used”, in relation to a Feature and a Billing Period, means that a service of a category covered by that Feature — for example a seat, baggage, overweight, or financial service — was sold in that Billing Period through a tariff or offering that carries that service, whether or not the Feature was subscribed at the time of the sale. Such a sale makes the Feature covering that service Used for that period even if the Customer has deactivated that service in its service catalogue. A sale counts for the Billing Period in which its payment was processed, and a sale that is subsequently refunded, reversed, or charged back still counts for that period.
• “Transaction” means any successful payment for a booking, reservation, sale, change, or related monetized operation processed through the Platform or in connection with the Services.
• “Passenger” means an end passenger or traveller for whom a booking is made through the Platform, used as the metering unit for the fixed fee.
• “Billing Period” means a period of 30 days for which the fixed fee is prepaid on the Customer’s declared passenger estimate, with the difference between the fee computed for that period at settlement and that prepayment settled in the following Billing Period’s charge.
• “Company Website” means the Company-operated public website, portal, or online channel used to offer the Services in the public model.

3. Subject Matter

3.1.The Company shall provide the Customer with access to the Platform and the Services on a hosted, software-as-a-service basis, enabling the Customer to use the Platform’s functions for route planning, route optimization, booking, ticket sale and purchase support, booking changes, route configuration, discounts, personalized offers, analytics, access management, and related technical functionalities, subject to the selected subscription and Features.

3.2.The Platform is intended for business use in connection with the Customer’s transportation, travel, logistics, booking, sales, or dispatch operations.

3.3.The public model means that the Customer uses the Company’s infrastructure, interfaces, hosting, and account environment and does not operate its own separate website, domain, or technical stack for access to the Services unless expressly stated otherwise in the Order.

3.4. The Company acts solely as a technology provider. It is not a carrier, transport operator, ticket issuer, travel agency, insurer, merchant of record, or party to any contract of carriage or sale between the Customer and its passengers, counterparties, or Suppliers.

4. Access Model

4.1. In the public model, the Company hosts and operates the Platform and provides access through the Company Website, customer portal, or other Company-controlled interface.

4.2.The Customer shall not, without the Company’s prior written consent, copy, reproduce, reverse engineer, scrape, or create derivative systems based on the Platform, nor provide access to unauthorized third parties.

4.3.The Company may activate, suspend, reconfigure, or limit access to specific functionalities, Features, user roles, or transaction types according to the Customer’s selected subscription, compliance requirements, risk controls, or payment status.

4.4. Access is provided on an account basis and may be subject to identity verification, administrator approval, and role assignment.

5. Customer Type and Role

5.1.The Customer’s Customer Type is the account type it selects at registration and account setup (Carrier/Operator, i.e. a transporter account, or Agency/Reseller), and the Customer represents and warrants that it accurately reflects its role. The Customer shall notify the Company promptly if its Customer Type changes.

5.2.Certain clauses of this Agreement operate differently depending on Customer Type. Where an Order or Appendix sets out role-specific terms for the Customer’s Type, those role-specific terms prevail over the general provisions of this Agreement for that Customer.

5.3. Carrier / Operator role.A Customer that is a Carrier/Operator: (a) holds and maintains all operating authorizations, licences, and permits required for its services; (b) is the ticket issuer and carrier of record and the merchant of record for the fares it sells; (c) publishes and maintains its own conditions of carriage and fare rules, which constitute its “supplier rules” under this Agreement; and (d) bears all passenger-rights and regulatory compliance for its services, including delay, cancellation, denied-boarding, and overbooking obligations. The Carrier/Operator has no upstream Supplier for the inventory it sells through the Platform.

5.4. Agency / Reseller role.A Customer that is an Agency/Reseller: (a) acts as a disclosed intermediary reselling a third-party Supplier’s inventory and warrants that it holds the accreditation, appointment, or authority required to sell that inventory; (b) is solely responsible for its commercial relationship and settlement with its Suppliers, including any carrier commission and any BSP/IATA or equivalent settlement obligations; and (c) acknowledges that the Company is not a party to, and assumes no obligation under, the Agency’s contracts with its Suppliers. The applicable Supplier’s conditions of carriage and fare rules constitute the “supplier rules” under this Agreement.

6. Trial Period

6.1. The Company may, at its sole discretion, offer a trial period to a Customer. No trial period is offered by default. Any trial, its duration, scope, and fee (if any) will be as stated in the Order.

7. Subscription and Platform Fees

7.1. The Services are offered on a subscription basis. The Customer subscribes to one or more Features, and the Company charges the Customer (and never the end passengers) the platform fees set out in this Section and in Appendix 2.

7.2. Fixed fee.The fixed platform fee is USD 0.01 per paid passenger, per Feature unit subscribed or used in the Billing Period, calculated as (number of Feature units subscribed or used in that Billing Period) × (paid passengers actually carried in that Billing Period, or 1,500 if fewer were carried) × USD 0.01. A Feature is charged on the same terms whether it was subscribed, used, or both, and a Feature that is both subscribed and used in the same Billing Period is counted once. “Used” has the meaning given in Section 2. When subscribing, and on each change of its subscription, the Customer declares an estimated number of paid passengers for a Billing Period, which may not be fewer than 1,500; the Customer cannot enter into or change a subscription on a lower estimate. The fixed fee is prepaidat the start of each 30-day Billing Period on that declared estimate, calculated on the Feature units subscribed at that time. At settlement for a Billing Period the fee for that period is computed once under the formula above, on the paid passengers actually carried in that period and the Feature units subscribed or used in it; carrying fewer than 1,500 paid passengers does not reduce the fee below the amount computed on 1,500. Where a change of subscription divides a Billing Period into successive parts, each part is settled on the terms applicable to it, and the minimum for a part is reduced in proportion to the share of the Billing Period that part covers, as is the amount prepaid for it; a ten-day part of a 30-day Billing Period accordingly carries a minimum of 500 paid passengers. The prepayment already made is subtracted from the fee so computed, and the single resulting difference is settled in the following Billing Period’s charge — a shortfall increasing that charge and an excess reducing it. That difference is not paid out as a refund. Any difference between the declared estimate and the number of paid passengers on which the fee is in fact computed, and Feature units used but not subscribed at prepayment, are accounted for in that one computation; neither is billed as a separate addition. A subscription that has ended has no following Billing Period, and accordingly, once the subscription ends, no further amount is charged and no amount is refunded under this clause in respect of the final Billing Period; clause 18.5 governs prepaid fees on termination.

7.3. Variable fee. The variable platform fee is 0.05% of the net amount actually settled to or collected for the Customer, exclusive of taxes and third-party supplier charges during the Billing Period. The variable fee is calculated by nightly reconciliation with an approximate 24-hour lag and is billed in arrears at monthly settlement.

7.4. Refunds not netted. A refunded, reversed, or charged-back Transaction still counts in full toward the variable fee for the period in which it was processed, and the sale it paid for likewise still counts toward the Feature units used in that Billing Period under clause 7.2; platform fees on already-processed successful Transactions are non-refundable.

7.5. No channel differentiation. The same fixed and variable rates apply regardless of the sales channel through which a booking or Transaction originates.

7.6. Currency and FX.The settlement currency is USD. For non-USD Transactions, amounts are converted to USD at the payment processor’s exchange rate on the settlement date.

7.7. Third-party processor fees.The Company’s payment processor (for example, Stripe) charges its own fee of 2.9% plus USD 0.30 on the Company’s subscription charges to the Customer. That processor fee is separate from and additional to the platform fees and is not a fee of the Company.

7.8. Downgrades.A downgrade of subscribed Features takes effect immediately, and the prorated value of the unexpired portion of the Billing Period for the removed Features is credited to the Customer. That credit stands and is not reduced by this clause. Separately, a removed Feature that is nevertheless used in a Billing Period is counted for that Billing Period under clause 7.2 and is billed for that period, in addition to the credit. A downgrade therefore stops the Customer from being charged for a Feature it neither subscribes to nor uses, but does not stop the charge for a Feature its live tariffs and offerings continue to sell. Before a Feature is removed, the Platform shows the Customer which of its tariffs and offerings still carry services of the categories that Feature covers, and the same list remains available to the Customer after the removal. Removing or amending those tariffs and offerings is the Customer’s own action; until the Customer does so, a service of such a category sold through them keeps the Feature covering it Used, and that Feature is billed for the Billing Periods concerned under clause 7.2.

7.9. The applicable fee parameters, the minimum declared passenger estimate, the minimum on which the fee is computed at settlement, the settlement rules, and the Feature list are set out in Appendix 2 and/or the Order. The Company publishes on the Platform the list of Features and the service categories each Feature covers. That published list forms part of Appendix 2 and determines which sales make a Feature Used under clause 7.2.

8. Invoicing, Taxes and Payment

8.1. Undisputed invoices are due Net 15 from the invoice date. The settlement currency is USD.

8.2. Unless the Order specifies invoice-and-remit terms, monthly fees are automatically charged to the payment method on file on the invoice date.

8.3. If the Customer fails to pay any undisputed amount by the due date, the Company may charge late interest at 1.5% per month, or the maximum permitted by law if lower, on the overdue undisputed amount, and may, after notice and any cure period stated in the Order or applicable law, suspend Services, restrict access, and/or terminate the Agreement.

8.4. Taxes.All fees are exclusive of taxes. The Customer is responsible for all sales, use, VAT, GST, and similar taxes, except taxes on the Company’s net income. If the Customer is required to withhold any tax, it shall gross up its payment so that the Company receives the full invoiced amount free of withholding.

8.5. The Customer shall review invoices and transaction statements within the review period specified in Appendix 9 and shall raise any dispute in good faith within that period.

9. Merchant of Record and Custody of Funds

9.1. The Company is solely a technology provider. The Company is never the merchant of record, the carrier, the ticket issuer, or a party to the contract of carriage or sale between the Customer and its passengers, counterparties, or Suppliers.

9.2.End-customer fares and other amounts paid by passengers or counterparties settle directly to the Customer’s own payment-processor account (for example, the Customer’s own Stripe account). The Company never takes possession or control of end-customer funds.

9.3.The Company’s platform fee is a software fee invoiced to the Customer and is not deducted from or netted against end-customer funds.

9.4.Where the Customer is a Carrier/Operator, it collects end-customer fares as principal and is the merchant of record and ticket issuer for its own services, and is responsible for the collection, custody, refund, and reconciliation of those funds and for its own payment-processor relationship, fees, reserves, and compliance. Where the Customer is an Agency/Reseller, it collects end-customer fares as a disclosed agent on behalf of the operating Supplier and is not the merchant of record for the underlying carriage — the Supplier is — but remains responsible for its own payment-processor relationship, fees, reserves, and compliance, and for remitting collected funds to the Supplier in accordance with their commercial arrangement. In either case, the Company is never the merchant of record, the carrier, or a party to the contract of carriage, and never takes custody of end-customer funds.

10. Booking, Ticketing, Route Changes and Cancellations

10.1.The Platform may enable the Customer to create, manage, and confirm bookings, reservations, route orders, and ticket transactions, subject to availability, the applicable supplier rules, and the Customer’s selected Features.

10.2.Availability, fares, fees, cancellation rules, refund rules, and change rules are determined by the applicable supplier rules. For a Carrier/Operator, those are the Customer’s own published conditions of carriage and fare rules. For an Agency/Reseller, those are the Supplier’s conditions of carriage and fare rules.

10.3. All liability to end passengers for refunds, cancellations, changes, delays, denied boarding, and non-performance rests with the Customer, not the Company. For a Carrier/Operator, the Customer bears this liability directly; for an Agency/Reseller, the Customer is responsible for administering it and for recovering from its Supplier as applicable. The Company has no obligation to fund refunds or cancellations.

10.4. The Customer shall ensure that all booking, passenger, shipment, route, pricing, and instruction data entered into the Platform is accurate, lawful, and up to date.

10.5.Amendments, cancellations, refunds, reissues, and rebookings are processed according to the applicable supplier rules and the Customer’s selected operational workflow.

11. User Accounts and Role Access

11.1. The Customer is responsible for creating, managing, and maintaining its Authorized Users, including assigning roles, permissions, and access levels within the Platform.

11.2.The Customer shall ensure that each Authorized User is bound by confidentiality obligations and uses the Platform only in accordance with this Agreement and the Customer’s internal instructions.

11.3. The Customer is liable for all acts and omissions of its Authorized Users as if they were its own.

11.4. The Customer shall promptly notify the Company of any unauthorized access, compromise of credentials, suspected abuse, or security incident relating to user accounts.

12. Customer Obligations

12.1. The Customer shall use the Platform only for lawful business purposes and in compliance with applicable law, including consumer-protection, transportation, tax, sanctions, anti-money-laundering, and data-protection laws.

12.2. The Customer shall provide accurate, complete, and timely information required for the provision of the Services, including booking, route, pricing, passenger, and shipment data.

12.3. The Customer shall not misuse the Platform, attempt unauthorized access, interfere with system integrity, or use the Services to transmit harmful code, unlawful content, or fraudulent instructions.

12.4. The Customer is solely responsible for its commercial relationship with its end customers, passengers, shippers, consignees, Suppliers, and other counterparties, except to the extent the Company expressly undertakes a specific obligation in writing.

13. Company Obligations

13.1. The Company shall provide the Services with reasonable care and skill, in accordance with the selected subscription, the applicable Order, and the functional description of the Platform.

13.2. The Company shall maintain the Platform and perform maintenance, updates, corrections, and enhancements, using commercially reasonable efforts to minimize disruption.

13.3. The Company shall provide support in accordance with Appendix 7.

13.4. The Company may update the Platform, modify workflows, and replace or discontinue obsolete features, provided that it does not materially deprive the Customer of the core Services purchased under the current subscription without reasonable notice, except where required for legal, security, or technical reasons.

14. Service Levels, Maintenance and Support

14.1. The Company uses commercially reasonable efforts to keep the Platform available. Planned maintenance, third-party outages, force majeure, and downtime caused by the Customer or its users are excluded from the uptime calculation.

14.2. The Company does not commit to a specific uptime percentage or to service credits unless a service-level target and any credits are expressly stated in the Order.

14.3.Support may include incident handling, configuration guidance, user-administration assistance, bug reporting, and functional consultation within the scope set out in Appendix 7, during the Company’s standard business hours unless otherwise agreed.

15. Data Protection and Personal Data

15.1. Each Party shall comply with applicable data-protection laws.

15.2. To the extent the Company processes Personal Data on behalf of the Customer, the Parties are bound by the Data Processing Addendum set out in Appendix 4.

15.3. The Customer represents that it has all necessary rights, notices, consents, legal bases, and authorizations required to submit Personal Data to the Platform and to instruct the Company to process it.

15.4. The Company shall implement the technical and organizational security measures described in Appendix 5.

15.5. The Company shall notify the Customer without undue delay after becoming aware of a Personal Data breach affecting Customer Data, unless prohibited by law.

16. Intellectual Property and Data Use

16.1. The Company retains all right, title, and interest in and to the Platform, software, source code, object code, algorithms, interfaces, documentation, updates, enhancements, trademarks, and related intellectual property, except for Customer Data and Customer-provided materials.

16.2. The Customer retains all rights in Customer Data and grants the Company a non-exclusive, worldwide, royalty-free licence to host, process, transmit, display, and reproduce Customer Data solely to provide the Services, comply with law, and protect the Platform.

16.3.The Company may use only aggregated, de-identified data — data that does not identify the Customer, its passengers, or its counterparties — to improve the Services.

16.4.Unless expressly agreed otherwise in writing, any customization, configuration, integration, template, report, or workflow created by the Company in connection with the Services remains the Company’s intellectual property, and the Customer receives the contractual right to use it during the term.

17. Confidentiality

17.1. Each Party shall keep confidential all non-public information received from the other Party in connection with the Agreement, including technical, commercial, financial, operational, customer, pricing, security, and product information.

17.2. Confidential Information may be used only to perform this Agreement and may be disclosed only to employees, contractors, advisors, auditors, or affiliates that have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

17.3. Confidentiality obligations survive for 5 years after termination, and trade secrets remain protected for so long as they remain trade secrets under applicable law.

18. Term, Renewal and Termination

18.1.The initial term is as stated in the Order and, by default, is month-to-month. The Agreement auto-renews for successive equal periods unless either Party gives 30 days’ notice before the end of the then-current period.

18.2. Price changes. A price increase takes effect no earlier than 30 days after written notice and only from the start of the next period. Prepaid or committed terms are price-locked for their duration. A Customer that objects to a price increase may terminate before the increase takes effect without penalty.

18.3. Either Party may terminate for material breach if the breach is not cured within 30 days after written notice, unless the breach is incapable of cure or requires immediate termination for security, fraud, legal, or compliance reasons.

18.4.Either Party may terminate for convenience upon 30 days’ written notice after the end of any minimum term.

18.5. Prepaid fee on termination.On termination by the Company for convenience, or by the Customer for the Company’s uncured material breach, the Company shall refund the pro-rata unused portion of prepaid fees. On termination for the Customer’s breach, prepaid fees are non-refundable.

18.6. Data export on exit. For 30 days after termination, the Customer may export Customer Data in a standard machine-readable format. The Company deletes Customer Data 30 days after that export window, subject to legal retention. The Company may condition export only on payment of undisputed fees.

18.7. Termination does not affect accrued payment obligations, confidentiality, IP rights, liability limitations, dispute resolution, data-return obligations, or any other provisions intended to survive termination.

19. Refunds, Credits and Chargebacks

19.1.Refunds, partial refunds, credits, reissues, and chargebacks relating to end-customer bookings are governed by the applicable supplier rules and are the Customer’s responsibility to fund and administer, as set out in Section 10 and Appendix 8.

19.2.Losses, penalties, and administrative costs arising from chargebacks and disputed Transactions are allocated in accordance with the commercial responsibility matrix in Appendix 8, except where caused by the Company’s wilful misconduct or fraud.

19.3. Platform fees are governed by Section 7; a refunded Transaction still counts in full toward the variable fee and platform fees on processed Transactions are non-refundable.

20. Indemnity

20.1. The Customer shall indemnify, defend, and hold harmless the Company from and against claims, damages, liabilities, fines, costs, and expenses arising out of or related to: (i) Customer Data; (ii) unlawful or improper use of the Platform by the Customer or its users; (iii) violation of law by the Customer; (iv) disputes with end customers, passengers, shippers, carriers, or Suppliers, including refund, cancellation, delay, denied-boarding, or non-performance claims; and (v) breach of this Agreement by the Customer.

20.2.For an Agency/Reseller, the indemnity in clause 20.1 expressly includes claims arising from the Customer’s relationship with, or the acts or omissions of, its Suppliers, and any accreditation, commission, or BSP/IATA settlement matters. For a Carrier/Operator, it expressly includes claims arising from the Customer’s operation of its services and its role as ticket issuer, carrier of record, and merchant of record.

20.3.The Company shall indemnify the Customer for third-party claims alleging that the Platform, as provided by the Company and used in accordance with this Agreement, infringes such third party’s intellectual property rights, subject to the procedure in Appendix 8. This IP indemnity sits above the general liability cap (see Section 21).

21. Limitation of Liability

21.1. Each Party is liable only for losses directly caused by its own breach of this Agreement, subject to the exclusions and limitations set out in this Section.

21.2. Neither Party is liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profit, revenue, goodwill, business, or data, except where such exclusion is prohibited by law.

21.3.The Company’s aggregate liability arising out of or related to this Agreement shall not exceed the greater of (a) the fees paid by the Customer to the Company in the 12 months before the event giving rise to the claim, or (b) USD 5,000.

21.4.A super-cap of USD 25,000 applies to the Company’s aggregate liability for data-protection and security-breach matters.

21.5.The Company’s intellectual-property indemnity under Section 20 is carved out of and sits above the caps in clauses 21.3 and 21.4.

21.6. Nothing in this Agreement excludes or limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any liability that cannot be limited under applicable law.

22. Force Majeure

22.1. Neither Party is liable for failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, fire, flood, earthquake, epidemic, pandemic, war, terrorism, riot, labor dispute, governmental action, or failure of telecommunications, internet, cloud infrastructure, power supply, or third-party systems.

22.2. The affected Party shall notify the other as soon as reasonably practicable and use commercially reasonable efforts to mitigate the effects.

22.3. If a force majeure event continues for more than 30 consecutive days, either Party may suspend affected Services or terminate the Agreement upon written notice.

23. Notices

23.1. All notices under this Agreement shall be in writing and sent by email, courier, or registered mail, or through an agreed electronic notification system, to the contact details specified in the Order or Appendix 10.

23.2. Notices are deemed received upon confirmed delivery or successful transmission record.

24. Dispute Resolution

24.1. The Parties shall first attempt to resolve any dispute through good-faith negotiations.

24.2. If the dispute is not resolved within 30 days after written notice, it shall be finally resolved by binding arbitration administered by the International Centre for Dispute Resolution (ICDR) under its Rules, by a single arbitrator, seated in Wilmington, Delaware, and conducted in English; judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either Party may seek interim or injunctive relief from the competent courts of the State of Delaware.

24.3. The Parties may seek urgent interim relief in any court of competent jurisdiction.

25. Miscellaneous

25.1. This Agreement, including its Appendices and Orders, constitutes the entire agreement between the Parties and supersedes prior negotiations, representations, and communications on the subject matter.

25.2. If any provision is held invalid or unenforceable, it shall be severed to the minimum extent necessary, and the remaining provisions remain in full force and effect.

25.3.The Company may assign or transfer this Agreement in connection with a merger, acquisition, reorganization, or sale of substantially all assets, upon notice to the Customer. The Customer may not assign this Agreement without the Company’s prior written consent, except to an affiliate or successor in a bona fide corporate reorganization if permitted in the Order.

25.4. No waiver of any breach is a waiver of any subsequent breach.

26. Governing Law

26.1. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, United States, excluding its conflict-of-laws rules.

27. Language

27.1. This Agreement is made in English. Any translation is provided for convenience only. Where the Order is silent as to the prevailing language, the English version prevails.

28. Details and Appendices

28.1.The following Appendices form an integral part of this Agreement: Appendix 1 — Service Description; Appendix 2 — Tariff Plan; Appendix 3 — SLA; Appendix 4 — Data Processing Addendum; Appendix 5 — Security Measures; Appendix 6 — Technical Requirements; Appendix 7 — Support Policy; Appendix 8 — Commercial Responsibility Matrix, Refund Rules and IP Indemnity Procedure; Appendix 9 — Acceptance and Reporting; Appendix 10 — Notices and Contact Details.

Acceptance

The Customer accepts this Agreement by registering, placing an Order, or making payment for a subscription. No physical signature is required. Where the Agreement is updated, continued use or the next subscription payment is subject to acceptance of the then-current version.

Public Agreement — Appendices

Appendix 1. Service Description

This Appendix forms an integral part of the Agreement and describes the Services provided by the Company under the public model.

The Company provides a cloud-based platform for:

• route planning and route optimization;
• management of bookings and reservations;
• ticket-related sales and purchase workflows;
• rebooking, route changes, cancellation handling, and related workflow support;
• configuration of commercial routing and transportation scenarios;
• creation and management of discounts, promotions, and personalized offers;
• analytics, dashboards, and reporting;
• user-account administration and role-based access control;
• administrative and operational controls for Customer accounts.

The public model means that the Customer uses the Company’s hosted infrastructure, public interface, and Company-controlled environment.

The Services do not include, unless expressly stated in the Order:

• the Customer’s own website, domain, or hosting;
• custom development;
• legal, tax, accounting, or regulatory advice;
• operation as a carrier, transporter, insurer, ticket issuer, or merchant of record;
• custody or settlement of end-customer funds;
• guarantees of third-party service availability or fare stability.

Appendix 2. Tariff Plan

The Company charges the Customer (never end passengers) two platform fees, plus the separate third-party payment-processor fee described below.

Fixed fee (prepaid on the declared passenger estimate; settled on a 1,500-passenger minimum):

• USD 0.01 per paid passenger, per Feature unit subscribed or used in the Billing Period;
• calculated as (Feature units subscribed or used in the Billing Period) × (paid passengers actually carried, or 1,500 if fewer were carried) × USD 0.01;
• the estimated paid passengers the Customer declares when subscribing or changing its subscription may not be fewer than 1,500; a subscription cannot be entered into or changed on a lower estimate;
• a Feature is used in a Billing Period when a service of a category it covers is sold in that period through a tariff or offering that carries it, whether or not the Feature was subscribed at the time; a Feature both subscribed and used in the same period is counted once (Section 2 and clause 7.2);
• a sale through a tariff or offering that carries a service makes the Feature covering that service used for that period even if the Customer has deactivated that service in its service catalogue;
• prepaid at the start of each 30-day Billing Period on the declared estimate, on the Feature units then subscribed;
• at settlement the fee for the period is computed once on the paid passengers actually carried in that period, subject to that minimum of 1,500, and the Feature units subscribed or used in it, the prepayment already made for that period is subtracted, and the single resulting difference is settled in the following Billing Period’s charge — a shortfall increasing that charge and an excess reducing it — and is not paid out as a refund;
• carrying fewer than 1,500 paid passengers in a Billing Period does not reduce the fee below the amount computed on 1,500; where a change of subscription divides a Billing Period into successive parts, that minimum is reduced for each part in proportion to the share of the period it covers, so that a ten-day part of a 30-day Billing Period carries a minimum of 500 paid passengers;
• any difference between the declared estimate and the number of paid passengers on which the fee is in fact computed, and Feature units used but not subscribed at prepayment, are accounted for in that one computation; neither is billed as a separate addition;
• once the subscription ends there is no following Billing Period, and accordingly no further amount is charged and no amount is refunded in respect of the final Billing Period (clause 7.2), without prejudice to clause 18.5.

Variable fee (arrears):

• 0.05% of the net amount actually settled to or collected for the Customer, exclusive of taxes and third-party supplier charges;
• calculated by nightly reconciliation with an approximate 24-hour lag;
• billed in arrears at monthly settlement;
• a refunded, reversed, or charged-back Transaction still counts in full; platform fees on processed Transactions are non-refundable.

Currency and FX:

• settlement currency USD;
• non-USD Transactions converted to USD at the payment processor’s exchange rate on the settlement date.

Third-party payment-processor fee:

• the Company’s payment processor (for example, Stripe) charges 2.9% plus USD 0.30 on the Company’s subscription charges to the Customer;
• this is separate from and additional to the platform fees and is not a fee of the Company.

Commercial principles:

• the same rates apply across all sales channels;
• downgrades take effect immediately, with the prorated value of the unexpired portion of the Billing Period for removed Features credited to the Customer; that credit stands, and a removed Feature still used in a Billing Period is counted for that period under clause 7.2 (clause 7.8);
• before a Feature is removed the Platform shows which tariffs and offerings still carry services of the categories that Feature covers, and the same list remains available afterwards; removing or amending those tariffs and offerings is the Customer’s own action, and until the Customer does so the Feature covering those services stays Used and is billed for the periods concerned (clause 7.8);
• the Billing Period is 30 days; there is no annual billing;
• there are no setup, per-user (seat) licence, module, or storage fees;
• the fixed fee is charged for the Features subscribed or used in the Billing Period, so a Feature that is used without being subscribed is charged on the same terms as a subscribed one.

The Company may publish updated fees on notice under Section 18.2; updated prices apply only to new periods and do not affect prepaid or committed terms.

Appendix 3. SLA

This Appendix sets out the service-availability target for the Platform.

Availability target:

• the Platform is provided on a commercially reasonable efforts basis; no specific uptime percentage is committed unless a target is stated in the Order;
• planned maintenance windows are excluded;
• third-party outages are excluded;
• force majeure is excluded;
• downtime caused by the Customer or its users is excluded.

Service credits:

• service credits apply only if and to the extent expressly stated in the Order; there is no service-credit schedule by default.

Support tiers:

• basic support — business hours;
• business support — extended business hours;
• premium support — priority response and shorter incident-handling times.

Incident severity:

• Severity 1: complete service outage or critical security incident;
• Severity 2: major functional impairment;
• Severity 3: partial impairment or workaround available;
• Severity 4: minor issue or cosmetic defect.

Appendix 4. Data Processing Addendum (DPA)

This DPA applies where the Company processes Personal Data on behalf of the Customer.

Roles:

• Customer acts as controller or equivalent;
• Company acts as processor or equivalent.

Processing scope:

• hosting;
• transmission;
• storage;
• support access;
• incident investigation;
• backup and recovery;
• generation of aggregated, de-identified data to improve the Services;
• deletion or return upon termination.

Company obligations:

• process only on documented instructions;
• ensure confidentiality;
• implement appropriate technical and organizational measures;
• assist with data-subject requests, security incidents, and compliance obligations where reasonably practicable;
• ensure sub-processors are bound by equivalent obligations;
• notify of breaches without undue delay;
• delete or return data after termination, subject to legal retention.

Customer obligations:

• ensure lawful basis, notices, consents, and authorizations;
• provide lawful instructions;
• maintain accuracy and minimization principles where applicable;
• appoint contact persons for privacy matters.

Sub-processors:

• the Company may engage sub-processors;
• the Company remains liable for sub-processor acts and omissions to the extent required by applicable law;
• the Company may maintain an up-to-date list of sub-processors.

International transfers:

• may occur where necessary for service delivery;
• subject to an appropriate transfer mechanism where required by law.

Retention:

• data retained for the term and thereafter only as required for legal, accounting, dispute, security, or backup purposes.

Appendix 5. Security Measures

The Company shall maintain commercially reasonable security measures appropriate to the nature of the Services.

Measures may include:

• access control;
• authentication and password policy;
• role-based permissions;
• encryption in transit;
• encryption at rest where appropriate;
• logging and monitoring;
• backup and disaster recovery;
• malware protection;
• vulnerability management;
• incident-response procedures;
• segregation of environments;
• change management;
• periodic security review.

The Customer shall:

• keep credentials secure;
• use multi-factor authentication where available;
• promptly report suspected compromise;
• ensure endpoint and network security on its side;
• avoid sharing accounts except as permitted.

Security is not an absolute guarantee, and the Company does not warrant that unauthorized access, malware, or internet-based attacks can be prevented in all circumstances.

Appendix 6. Technical Requirements

The Customer is responsible for maintaining compatible devices, browsers, network connectivity, and authorized system access required to use the Platform.

Minimum technical requirements may include:

• modern supported browser versions;
• stable internet access;
• secure user authentication;
• API compatibility where integrations are used;
• sufficient permissions for the Customer’s administrators;
• up-to-date endpoint protection.

If integrations are enabled, the Customer must ensure:

• valid API credentials;
• proper data mapping;
• correct webhook and callback settings;
• test-environment verification;
• compliance with third-party technical restrictions.

The Company may update technical requirements from time to time, giving reasonable notice where practicable.

Appendix 7. Support Policy

Support channels:

• email;
• ticketing system;
• in-app support;
• designated account manager, where included in the plan;
• emergency contact channel for critical incidents.

Support scope:

• incident intake and triage;
• configuration guidance;
• password/access-reset support subject to verification;
• user-role administration assistance;
• bug reporting;
• functional clarification;
• guidance on standard workflows.

Support exclusions:

• custom development;
• third-party troubleshooting outside the Platform;
• legal, tax, or compliance advice;
• end-user training unless separately purchased;
• on-site support unless separately agreed.

Appendix 8. Commercial Responsibility Matrix, Refund Rules and IP Indemnity Procedure

This Appendix allocates responsibility for refund funding, chargeback losses, penalties, and administrative fees, and sets out the procedure for the Company’s IP indemnity. In all cases, liability to end passengers for the fare and the underlying transportation rests with the Customer, not the Company; the Company’s liability, where allocated to it, is subject to the caps in Section 21.

Commercial responsibility matrix:

Refund rules:

• end-customer refunds and cancellations are funded and administered by the Customer under the applicable supplier rules;
• the Company does not fund or hold end-customer refunds;
• platform fees on processed Transactions are non-refundable, and a refunded Transaction still counts in full toward the variable fee.

IP indemnity procedure (for the Company’s indemnity under Section 20.3):

• Notice:the Customer shall promptly notify the Company in writing of any covered claim; a delay reduces the Company’s obligation only to the extent it is prejudiced by the delay.
• Control:the Company has sole control of the defense and settlement of the claim, provided that no settlement imposing a non-indemnified liability or admission on the Customer is made without the Customer’s consent, not to be unreasonably withheld.
• Cooperation:the Customer shall provide reasonable cooperation, information, and assistance at the Company’s expense.
• Mitigation: if the Platform is or may be held to infringe, the Company may, at its option and expense, (i) procure the right for the Customer to continue using the Platform, (ii) modify the Platform to be non-infringing, or (iii) replace it with a functionally equivalent non-infringing alternative; if none is commercially reasonable, the Company may terminate the affected Services and refund prepaid unused fees for them.
• Exclusions:the indemnity does not cover claims arising from Customer Data, the Customer’s modifications, combination of the Platform with items not provided by the Company, or use outside this Agreement.
• Cap: this IP indemnity sits above the general and data-protection caps in Section 21.

Appendix 9. Acceptance and Reporting

The Customer shall review Services, reports, invoices, and transaction statements within the review period specified in the Order or within 10 business days if no period is specified. Absent a timely written objection, the relevant deliverable or report is deemed accepted. This does not waive the Customer’s right to dispute a genuine billing error identified with reasonable promptness.

Appendix 10. Notices and Contact Details

Notices shall be sent to the addresses and email contacts specified in the Order or in the Parties’ account profiles. A notice is deemed received on successful delivery, confirmation, or system record of transmission, as applicable.

Company:Mesheluni LLC · 8 The Green, Suite B, Dover, Kent County, DE 19901, United States · Delaware State Entity ID 10607270 · EIN 36-5181197 · Contact: [email protected]

Mesheluni LLC · 8 The Green, Suite B, Dover, Kent County, DE 19901, United States · Delaware State Entity ID 10607270 · EIN 36-5181197 · [email protected]