Business Partner Agreement

2.1 Partner Types

RIG53 offers the following partnership categories. Your approved partnership type is specified in the applicable Partner Order Form:

• Technology Integration Partner: Third-party software providers (e.g., ELD vendors, TMS providers, insurance platforms) that integrate their systems with the RIG53 API to offer enhanced services to shared users.
• White-Label Partner: Entities that license the RIG53 platform or specific RIG53 modules to operate under their own brand, subject to Section 3.
• Reseller / Channel Partner: Entities that market and resell RIG53 subscriptions or credits to end users on behalf of RIG53, subject to Section 3 and Section 7.
• Data & Analytics Partner: Entities that exchange anonymized or aggregated freight market data with RIG53, subject to Section 5.

2.2 Non-Exclusive

Unless expressly stated otherwise in the Partner Order Form, all partnerships under this Agreement are non-exclusive. RIG53 reserves the right to enter into similar arrangements with other parties, including your competitors, at any time.

2.3 Approval Required for Scope Changes

Any expansion or modification of your authorized partnership scope — including offering new integration points, accessing additional API endpoints, or sub-licensing RIG53 platform access — requires prior written approval from RIG53. Unauthorized scope expansion is a material breach of this Agreement.

3.1 License Grant

Subject to your compliance with this Agreement and any applicable Partner Order Form, RIG53 grants you a limited, non-exclusive, non-transferable, non-sublicensable license to: (a) access and use the RIG53 platform modules specified in your Order Form; and (b) in the case of White-Label Partners, present those modules under your brand to your end users, provided you comply with Section 6 (Brand Use).

3.2 End-User Obligations

If you resell or sub-license access to the RIG53 platform to end users, you are solely responsible for: (a) obtaining all required consents and agreements from those end users; (b) ensuring end users comply with RIG53's Terms of Service and Acceptable Use Policy; and (c) any acts or omissions of your end users in connection with RIG53 platform access.

3.3 Prohibited Resale Practices

You may not: (a) offer RIG53 platform access at a price or on terms that materially misrepresent its capabilities; (b) bundle RIG53 access with any product or service that would violate applicable law; (c) grant end users rights that exceed those granted to you under this Agreement; or (d) permit end users to further resell or sub-license RIG53 platform access without RIG53's prior written consent.

3.4 Minimum Quality Standards

White-Label and Reseller Partners must maintain reasonable quality standards in the presentation and support of RIG53-powered features. RIG53 may audit your implementation and require remediation of any presentation or support deficiency that could damage RIG53's reputation or brand.

4.1 API Credentials

RIG53 will issue API credentials (keys, OAuth client IDs, or similar) to approved Technology Integration Partners. You are responsible for keeping these credentials confidential and must not share them with unauthorized third parties. You must immediately notify RIG53 at security@rig53.com if your credentials are compromised or you suspect unauthorized use.

4.2 Permitted Use of API

Your use of the RIG53 API is limited to the integration use cases specified in your Partner Order Form and technical documentation. You may not use the API to: (a) scrape, harvest, or systematically extract data beyond what is required for your approved integration; (b) circumvent any rate limits, authentication, or access controls; (c) introduce malicious code or interfere with the RIG53 platform; or (d) access data of users who have not consented to your integration.

4.3 Rate Limits and Availability

RIG53 may impose rate limits and usage quotas on API access. RIG53 does not guarantee API uptime or uninterrupted access. RIG53 may modify, deprecate, or discontinue API endpoints upon 60 days' written notice, except in emergencies requiring immediate action to protect platform security or regulatory compliance.

4.4 Monitoring and Audit

RIG53 may monitor API usage for security, compliance, and performance purposes. Upon request and with reasonable notice, you agree to cooperate with RIG53 audits of your integration to verify compliance with this Agreement.

5.1 Data Processing Roles

To the extent your integration involves the processing of personal data of RIG53 users, you and RIG53 will each act as independent data controllers or, where applicable, as controller and processor as set forth in the applicable Data Processing Addendum incorporated by reference into this Agreement. You agree to comply with all applicable data protection laws, including GDPR, CCPA, and PIPEDA, in connection with any personal data accessed through the RIG53 platform or API.

5.2 Prohibited Data Uses

You may not: (a) sell, rent, or transfer RIG53 user data to any third party; (b) use RIG53 user data for purposes other than those expressly authorized in writing by RIG53 and disclosed to the applicable users; (c) combine RIG53 user data with data obtained from other sources in a manner that re-identifies anonymized records; or (d) use user data to build competing products or services.

5.3 Security

You must implement and maintain reasonable administrative, technical, and physical safeguards to protect any RIG53 user data in your possession, no less protective than industry-standard measures including encryption at rest and in transit, access controls, and breach detection. You must notify RIG53 within 48 hours of discovering any actual or suspected data breach involving RIG53 user data.

5.4 Data Return and Deletion

Upon termination of this Agreement or upon request by RIG53, you must promptly return or securely delete all RIG53 user data in your possession and certify in writing that deletion is complete, unless retention is required by applicable law.

6.1 Partner Badge and Listing

Approved partners may display a RIG53-issued partner badge and be listed in the RIG53 partner directory, subject to RIG53's then-current partner marketing guidelines. RIG53 reserves the right to update partner tier designations and listing criteria at any time.

6.2 Brand Guidelines

Any use of RIG53 trademarks, logos, or brand assets must comply with RIG53's then-current brand guidelines, available at rig53.com/brand. You may not modify RIG53 brand assets, use them in a manner that implies an endorsement beyond the approved partnership, or use them in connection with any illegal, offensive, or misleading content.

6.3 Press and Public Announcements

Neither party may issue any press release, public announcement, or marketing communication referencing the other party without prior written approval from the other party's marketing or communications team. This restriction does not prevent accurate directory listings or factual references in technical documentation.

6.4 Co-Marketing Activities

Any joint marketing campaigns, case studies, webinars, or co-branded materials must be agreed upon in writing in advance. Each party bears its own costs for co-marketing activities unless otherwise specified in a written co-marketing addendum.

7.1 Partner Fees

The fees payable by you to RIG53, or the revenue share payable by RIG53 to you, are set forth in the applicable Partner Order Form. Fees are exclusive of applicable taxes, which are your sole responsibility unless otherwise stated.

7.2 Payment Terms

Unless specified otherwise in the Partner Order Form, invoices are due net-30 days from the invoice date. Late payments accrue interest at 1.5% per month (or the maximum permitted by law, whichever is lower) from the due date until paid in full. RIG53 may suspend API access and platform access upon 10 days' notice if fees remain unpaid.

7.3 Revenue Share Reporting

Where a revenue share arrangement applies, RIG53 will provide monthly statements detailing the basis for revenue share calculations. You must notify RIG53 of any disputed statement within 30 days of receipt; failure to notify constitutes acceptance of the statement.

9.1 RIG53 Ownership

RIG53 retains all right, title, and interest in and to the RIG53 platform, software, API, documentation, brand assets, trademarks, and all related intellectual property. Nothing in this Agreement transfers any ownership interest in RIG53's intellectual property to you. The licenses granted herein are strictly limited to those expressly stated.

9.2 Partner Ownership

You retain all right, title, and interest in your own software, systems, brand, and intellectual property that you bring to the partnership. RIG53 acquires no ownership interest in your intellectual property through this Agreement unless expressly agreed in writing.

9.3 Feedback License

If you provide RIG53 with feedback, suggestions, or ideas regarding the RIG53 platform or API, you grant RIG53 a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and commercialize such feedback without any obligation of compensation or attribution to you.

12.1 Term

This Agreement commences on the date of acceptance and continues for the initial term specified in the Partner Order Form (or 12 months if no term is specified). It renews automatically for successive 12-month periods unless either party provides written notice of non-renewal at least 60 days before the end of the then-current term.

12.2 Termination for Convenience

Either party may terminate this Agreement for any reason upon 60 days' written notice to the other party. During the notice period, both parties will continue to perform their obligations under this Agreement.

12.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure the breach within 30 days of receiving written notice describing the breach; (b) becomes insolvent, makes a general assignment for the benefit of creditors, or has a petition in bankruptcy filed against it; (c) commits fraud or willful misconduct; or (d) violates applicable law in a manner that could expose the non-breaching party to liability or reputational harm.

12.4 Effect of Termination

Upon termination: (a) all licenses granted to you under this Agreement immediately terminate; (b) you must cease all use of the RIG53 API, platform modules, and brand assets; (c) each party must return or destroy the other party's Confidential Information per Section 8; and (d) you must fulfill your data return and deletion obligations under Section 5.4. Sections 5, 8, 9, 10, 11, 13, and 14 survive termination.

13.1 Informal Resolution

Before initiating any formal dispute process, the parties agree to escalate the dispute to senior management representatives of each party. The parties will have 30 days to negotiate a resolution in good faith after the escalation notice is delivered.

13.2 Binding Arbitration

If informal resolution fails, disputes shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The seat of arbitration shall be Wilmington, Delaware. The arbitration shall be conducted by a single arbitrator with experience in commercial technology agreements. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

13.3 Injunctive Relief

Nothing in this Section prevents either party from seeking emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm, including unauthorized use of intellectual property or breach of confidentiality obligations, pending arbitration.

15.1 Entire Agreement

This Agreement, together with all executed Partner Order Forms and any referenced addenda (including the Data Processing Addendum), constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior discussions, representations, and agreements.

15.2 Amendments

RIG53 may amend this Agreement at any time by posting an updated version at rig53.com/legal/business-partner-agreement. Material changes will be communicated by email to your registered Partner contact at least 30 days before they take effect. Your continued use of the RIG53 API or platform after the effective date constitutes acceptance of the amended Agreement.

15.3 Assignment

You may not assign or transfer this Agreement or any of your rights or obligations under it without RIG53's prior written consent. RIG53 may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any unauthorized assignment is void.

15.4 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

15.5 Waiver

Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of its right to enforce that provision in the future.

15.6 Legal Counsel Notice

This Agreement has been drafted for informational and operational purposes. RIG53 recommends that all Business Partners review this Agreement with qualified commercial and data protection counsel before executing a Partner Order Form or activating any integration.