Movik Platform Terms and Conditions

Section 1.2 Relationship to Other Agreements

These Platform Terms govern User's access to and use of the Platform for administrative, informational, and transaction management purposes. If User elects to use Financial Services, such services are governed by the Receivables Purchase Agreement, any applicable Addenda (Carrier, Broker, or Freight Forwarder), the ACH Authorization, and other transaction-specific documents (collectively, the "Transaction Documents"). In the event of a conflict between these Platform Terms and the Transaction Documents, the Transaction Documents shall control with respect to Financial Services, and these Platform Terms shall control with respect to Platform Services.

Section 2.1 Account Registration

To access the Platform, User must create an Account by providing accurate, current, and complete information as required by the registration process. User represents and warrants that:

• All registration information provided is accurate, current, complete, and truthful
• User will maintain and promptly update registration information to keep it accurate, current, and complete
• User is authorized to enter into these Platform Terms on behalf of the business entity for which User is registering
• User is at least 18 years of age and has the legal capacity to enter into binding contracts
• User's use of the Platform does not violate any applicable law, regulation, or contractual obligation

Section 2.2 Account Security

User is solely responsible for:

• Maintaining the confidentiality of Account credentials, including usernames and passwords
• All activities that occur under User's Account, whether authorized by User or not
• Immediately notifying Movik of any unauthorized access to or use of User's Account or any other security breach
• Ensuring that User logs out of the Account at the end of each session

Movik shall not be liable for any loss or damage arising from User's failure to maintain Account security. User agrees to indemnify Movik for any losses resulting from unauthorized use of User's Account that results from User's failure to maintain appropriate security measures.

Section 2.3 Account Verification and KYC

User acknowledges and agrees that Movik may require User to complete identity verification, business verification, and Know Your Customer (KYC) processes before granting full access to the Platform or before permitting use of Financial Services. User authorizes Movik to:

• Verify User's identity and business information using third-party databases and services
• Conduct credit checks and risk assessments
• Request additional documentation or information at any time to maintain compliance with applicable laws and regulations
• Share limited information with financial partners and service providers solely for the purpose of providing Platform Services and Financial Services
• Suspend or terminate User's Account if User fails to complete verification processes or if verification reveals information that makes User ineligible for the Platform or Financial Services

Section 3.1 Scope of Platform Services

The Platform provides User with the following administrative and informational services:

• Account management and profile administration
• Submission of Receivables for Movik's consideration for purchase
• Review and acceptance of transaction-specific terms, including pricing, fees, advance rates, and recourse options
• Real-time visibility into Reserve balances and requirements
• Status tracking for all Purchased Receivables, including past due indicators
• Visibility into incoming payments from Account Debtors, including Non-Purchased Collections
• Access to transaction history, account statements, invoices, and reports
• Receipt of notifications and communications regarding User's Account and transactions
• Customer support access through the Platform

Section 3.2 Platform Availability

Movik endeavors to make the Platform available 24 hours a day, 7 days a week, subject to scheduled and unscheduled maintenance. However, Movik does not guarantee uninterrupted access and may suspend access temporarily for maintenance, upgrades, security patches, or other operational reasons. Movik shall not be liable for any interruption of Platform Services, whether scheduled or unscheduled.

Section 3.3 Platform Updates and Modifications

Movik reserves the right to modify, update, suspend, or discontinue any aspect of the Platform or Platform Services at any time, with or without notice. Movik may add new features, remove existing features, change user interfaces, modify workflows, or make other changes to enhance Platform functionality, security, or compliance. User's continued use of the Platform after any such changes constitutes acceptance of such changes.

Section 4.1 Acceptable Use

User agrees to use the Platform only for lawful business purposes and in accordance with these Platform Terms. User shall:

• Comply with all applicable federal, state, and local laws and regulations
• Provide accurate, complete, and truthful information at all times
• Use the Platform only for its intended business purposes
• Respect the intellectual property rights of Movik and third parties
• Cooperate with Movik's reasonable requests for information or documentation

Section 4.2 Prohibited Activities

User shall not, and shall not permit any third party to:

• Access or use the Platform in any manner that could damage, disable, overburden, or impair Movik's servers or networks
• Attempt to gain unauthorized access to any portion of the Platform, other Accounts, computer systems, or networks connected to the Platform through hacking, password mining, or any other means
• Use any automated system, including robots, spiders, or scrapers, to access the Platform for any purpose without Movik's prior written permission
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Platform
• Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices displayed on the Platform
• Submit false, misleading, fraudulent, or inaccurate information through the Platform
• Upload, post, transmit, or otherwise make available any viruses, malware, or other malicious code
• Interfere with or disrupt the integrity or performance of the Platform or the data contained therein
• Create derivative works based on the Platform or Platform Services
• Use the Platform to engage in any illegal, fraudulent, or deceptive activities
• Resell, sublicense, or redistribute access to the Platform without Movik's prior written consent
• Use the Platform in any manner that violates the rights of any third party
• Attempt to do any of the foregoing

Any violation of this Section 4.2 may result in immediate suspension or termination of User's Account and may subject User to legal liability.

Section 5.1 Movik's Intellectual Property

All intellectual property rights in and to the Platform, including without limitation all software, code, algorithms, user interfaces, designs, graphics, logos, trademarks, service marks, trade names, content, data compilations, and documentation (collectively, "Movik IP"), are and shall remain the exclusive property of Movik or its licensors. User acknowledges that the Platform and Movik IP are protected by copyright, trademark, patent, trade secret, and other intellectual property laws. These Platform Terms do not grant User any ownership rights in the Movik IP.

Section 5.2 Limited License

Subject to User's compliance with these Platform Terms, Movik grants User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for User's internal business purposes in connection with Movik's services. This license does not include any right to:

• Use the Platform for any commercial purpose outside of User's relationship with Movik
• Copy, modify, distribute, sell, or lease any part of the Platform
• Reverse engineer or attempt to extract the source code of the Platform
• Create derivative works based on the Platform

Section 5.3 User Data

User retains all ownership rights in the data, information, and content that User submits to the Platform ("User Data"). By submitting User Data to the Platform, User grants Movik a worldwide, royalty-free, non-exclusive license to use, copy, store, transmit, display, and process User Data solely to the extent necessary to provide Platform Services and Financial Services, to comply with legal obligations, and to enforce these Platform Terms and the Transaction Documents. User represents and warrants that User has all necessary rights to grant this license and that User Data does not violate any third-party rights or applicable laws.

Section 5.4 Feedback

If User provides Movik with any feedback, suggestions, ideas, or recommendations regarding the Platform or Movik's services ("Feedback"), User grants Movik a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback without any obligation to User. User waives any moral rights in such Feedback.

Section 6.1 Privacy Policy

Movik's collection, use, and disclosure of personal information and User Data is governed by Movik's Privacy Policy and Data Privacy Authorization, which are incorporated into these Platform Terms by reference. By accepting these Platform Terms, User acknowledges that User has read and understood the Privacy Policy and Data Privacy Authorization and consents to the practices described therein.

Section 6.2 Security Measures

Movik implements commercially reasonable technical and organizational security measures to protect User Data against unauthorized access, disclosure, alteration, or destruction. However, no method of transmission over the Internet or electronic storage is completely secure, and Movik cannot guarantee absolute security. User acknowledges and accepts the inherent security risks of providing information and conducting business online.

Section 6.3 Data Retention

Movik will retain User Data for as long as necessary to provide Platform Services and Financial Services, to comply with legal obligations, to resolve disputes, and to enforce agreements. Upon termination of User's Account, Movik may retain User Data for a reasonable period as required by law, regulation, or business necessity, and may continue to use aggregated or anonymized data for analytical and business purposes.

Section 7.1 Disclaimer of Warranties

THE PLATFORM AND PLATFORM SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. MOVIK DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

Section 7.2 Third-Party Content and Services

The Platform may contain links to third-party websites, services, or resources. Movik is not responsible for and does not endorse any third-party content, products, or services. User accesses such third-party content at User's own risk and is subject to the terms and conditions of such third parties. Movik shall have no liability for any damages or losses arising from User's use of or reliance on third-party content or services.

Section 7.3 No Financial or Legal Advice

The Platform provides information and tools to facilitate User's relationship with Movik, but does not provide financial, legal, tax, or accounting advice. Any information provided through the Platform is for informational purposes only and should not be construed as professional advice. User should consult with qualified professionals before making financial or legal decisions.

Section 8.1 Exclusion of Consequential Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MOVIK, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THESE PLATFORM TERMS, THE PLATFORM, OR PLATFORM SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF MOVIK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 8.2 Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MOVIK'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE PLATFORM TERMS, THE PLATFORM, OR PLATFORM SERVICES SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY USER TO MOVIK IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF USER HAS NOT PAID ANY FEES TO MOVIK, MOVIK'S TOTAL LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).

Section 8.3 Basis of the Bargain

User acknowledges that the disclaimers and limitations of liability set forth in this Article 8 are fundamental elements of the bargain between User and Movik, and that Movik would not provide the Platform or Platform Services without such limitations. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.

Section 8.4 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. In such jurisdictions, the exclusions and limitations in this Article 8 shall apply to the fullest extent permitted by applicable law.

Section 10.1 Term

These Platform Terms commence on the date User creates an Account and continue until terminated in accordance with this Article 10.

Section 10.2 Termination by User

User may terminate these Platform Terms at any time by closing User's Account and ceasing all use of the Platform; provided, however, that if User has any outstanding obligations under the Transaction Documents (including unpaid amounts, unreleased Reserves, or unresolved Purchased Receivables), User must satisfy all such obligations before Account closure is complete. Termination of Platform access does not terminate or release User from obligations under the Transaction Documents.

Section 10.3 Termination by Movik

Movik may suspend or terminate User's Account and access to the Platform immediately, with or without notice, for any reason, including:

• Breach of these Platform Terms or the Transaction Documents
• Violation of applicable laws or regulations
• Suspected fraud, misrepresentation, or illegal activity
• Failure to complete required verification processes
• Non-payment of amounts due
• Extended inactivity
• Any other reason in Movik's sole discretion

Section 10.4 Effect of Termination

Upon termination of these Platform Terms:

• User's right to access and use the Platform immediately ceases
• All amounts owed by User under the Transaction Documents become immediately due and payable
• Movik may delete User's Account and User Data, subject to Movik's data retention obligations
• User must immediately cease all use of Movik IP
• Provisions of these Platform Terms that by their nature should survive termination shall survive, including without limitation the provisions relating to intellectual property rights, disclaimers, limitations of liability, indemnification, governing law, and dispute resolution

Termination of Platform access shall not affect User's ongoing obligations under the Transaction Documents, which shall remain in full force and effect in accordance with their terms.

Section 11.1 Governing Law

These Platform Terms shall be governed by and construed in accordance with the laws of the State of Texas.

Section 11.2 Venue

Any disputes arising out of or relating to these Platform Terms or the Platform shall be brought exclusively in the courts of Dallas County, Texas. User and Movik each consent to the exclusive jurisdiction and venue of such courts.

Section 11.3 WAIVER OF TRIAL BY JURY

USER AND MOVIK EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM, CROSS-CLAIM, OR PROCEEDING ARISING OUT OF OR RELATING TO THESE PLATFORM TERMS OR THE PLATFORM, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. USER ACKNOWLEDGES THAT THIS WAIVER IS KNOWING, VOLUNTARY, AND INTENTIONAL.

Section 11.4 Waiver of Class Actions

USER AND MOVIK AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. USER EXPRESSLY WAIVES ANY RIGHT TO FILE OR PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS DISPUTE RESOLUTION PROVISION SHALL BE NULL AND VOID.

Section 12.1 Entire Agreement

These Platform Terms, together with the Privacy Policy and Transaction Documents (if applicable), constitute the entire agreement between User and Movik regarding the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter.

(a) Order of Precedence. In the event of any conflict or inconsistency among these documents, the following order shall apply:

(i) Transaction Documents (Receivables Purchase Agreement, Addenda, ACH Authorization, and related documents) shall control with respect to all matters relating to Financial Services, including Receivables purchases, advances, fees, payment obligations, recourse, collections, security interests, and remedies;

(ii) These Platform Terms shall control with respect to Platform access, account management, intellectual property rights, prohibited activities, and general service provisions; and

(iii) The Privacy Policy shall control with respect to data collection, use, disclosure, retention, security practices, and User privacy rights.

(b) Consistency and Integration. These documents are intended to be consistent and complementary. Each document shall be interpreted in a manner that gives effect to all provisions of all documents to the maximum extent possible. The order of precedence in subsection (a) shall apply only in cases of direct, irreconcilable conflict.

Section 12.2 Amendments

Movik reserves the right to modify these Platform Terms at any time by posting revised terms on the Platform or by providing notice to User through the Platform or via email. The revised terms shall be effective immediately upon posting or such other date as Movik may specify. User's continued use of the Platform after the effective date of any modifications constitutes User's acceptance of the modified terms. If User does not agree to the modified terms, User must immediately cease using the Platform and close User's Account.

Section 12.3 Severability

If any provision of these Platform Terms is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent, or if such modification is not possible, such provision shall be severed from these Platform Terms. The validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.

Section 12.4 Waiver

No waiver of any provision of these Platform Terms shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided in writing by the waiving party. No failure or delay by Movik in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

Section 12.5 Assignment

User may not assign, transfer, delegate, or sublicense any rights or obligations under these Platform Terms without Movik's prior written consent. Any attempted assignment in violation of this provision shall be null and void. Movik may freely assign, transfer, or delegate its rights and obligations under these Platform Terms without User's consent. These Platform Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Section 12.6 No Third-Party Beneficiaries

These Platform Terms are for the sole benefit of User and Movik and do not confer any rights or remedies upon any other person or entity, except as expressly provided in the indemnification provisions.

Section 12.7 Force Majeure

Movik shall not be liable for any delay or failure to perform its obligations under these Platform Terms due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, labor disputes, shortages of transportation facilities, fuel, energy, labor, or materials, or interruptions of telecommunications or internet services.

Section 12.8 Notices

All notices, requests, consents, and other communications required or permitted under these Platform Terms shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by email to the email address associated with User's Account (for notices to User) or to legal@movik.us (for notices to Movik); (c) sent by confirmed facsimile; or (d) three Business Days after deposit in the United States mail, postage prepaid, certified or registered, return receipt requested.

Section 12.9 Relationship of Parties

The relationship between User and Movik is solely that of independent contractors. Nothing in these Platform Terms shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between User and Movik. Neither party has any authority to bind or act on behalf of the other party.

Section 12.10 Electronic Communications

User consents to receive communications from Movik in electronic form, including via email and through the Platform. User agrees that all agreements, notices, disclosures, and other communications that Movik provides electronically satisfy any legal requirement that such communications be in writing. Electronic signatures shall have the same force and effect as manual signatures.

Section 12.11 Survival

The provisions of these Platform Terms that by their nature should survive termination shall survive, including without limitation Articles 5 (Intellectual Property Rights), 7 (Disclaimers and Warranties), 8 (Limitation of Liability), 9 (Indemnification), 11 (Governing Law and Dispute Resolution), and 12 (General Provisions).

Section 12.12 Contact Information

For questions, support, or notices regarding these Platform Terms or the Platform:

MOVIK FINANCIAL SERVICES INC.Email: legal@movik.usWebsite: www.movik.usDallas, Texas

BY CREATING AN ACCOUNT OR ACCESSING THE PLATFORM, USER ACKNOWLEDGES THAT USER HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE PLATFORM TERMS AND CONDITIONS.