This Commercial Closed Beta Participation Agreement (“Beta Agreement”) is between Ambry Inc. (“Ambry”) and the business Organization that validly accepts it through a duly authorized representative (the “Contracting Organization”). An “Applicant” is an Organization seeking closed-beta admission; a “Participant” is a Contracting Organization that has been approved for participation and has satisfied the access conditions in Section 3. An Applicant may register and request consideration before accepting this Agreement. Valid acceptance binds the Contracting Organization to this Agreement but does not itself grant beta approval or marketplace access. This Agreement forms part of the Terms under Platform Terms Section 2.1 and governs beta applications, administrative selection, admission, controlled access and voluntary feedback. It supplements, but does not displace, the Platform Terms, Organization Terms, applicable Customer Order Terms or Provider Order Terms, or Schedule A where applicable. The beta is commercial: approved Participants and their authorized Users may arrange real Services, transportation and payments where enabled. “Closed” describes the approval-based admission process, not a separate Service, booking or payment regime. No beta status waives mandatory law or converts a real Order into a test transaction.

The Platform is intended for eligible domestic Services in the United States and Canada and cross-border Services between those countries; Mexico is excluded. No particular initial lane, state, province or corridor is guaranteed or contractually required. Ambry may enable, limit, delay, restrict or disable a Service type, route, shipment category, jurisdiction or feature based on law, operating authority, sanctions, insurance, payment-processor restrictions, safety or operational readiness (Platform Terms Section 3.2). The existence of an account, matching result or published Service does not certify the legality of a shipment or the Provider’s authority. Each Participant must independently ensure that the activities and Orders it undertakes are lawful and within its actual authorizations.

3.1 Open account and Organization registration. An individual meeting Platform Terms Section 3.1 may create a personal User account without an invitation or prior beta approval. A duly authorized User may register an eligible business Organization and apply for closed-beta access without an invitation or prior selection by Ambry. Account and Organization registration remain governed by the Platform Terms, User Account Terms, End User License Agreement and Organization Terms, including their separate acceptance and authority requirements. Registration and application do not, by themselves, enable marketplace business functions.
‍3.2 Separate administrative admission. Ambry’s Platform administration decides which eligible Organizations and associated authorized Users or expressly identified teams are admitted to the closed beta. Ambry may approve, defer or decline an application for legitimate eligibility, capacity, operational, safety, security or compliance reasons, consistently with the Terms and applicable law. References in the Platform Terms to an “invitation-only” beta or “invited beta participants” concern the separate invitation or authorization to participate, not a prerequisite to personal-account or Organization registration. An invitation, application, completed verification, account creation or acceptance of this Agreement does not guarantee approval or admission. Approval of an Organization does not automatically approve every associated User; approval of a User alone does not approve the Organization. An approval is not transferable and does not certify a Participant’s legal authority, insurance or compliance.
‍3.3 Conditions before access. Beta marketplace access may be enabled only after (a) Ambry has approved the Organization and the relevant User or expressly covered team, (b) the Organization has validly accepted the Organization Terms and this Beta Agreement through a duly authorized representative, (c) applicable eligibility and verification requirements are satisfied, and (d) the User has appropriate Organization membership, actual authority and assigned permissions under Platform Terms Sections 3.1 and 3.4. Administrative approval and acceptance of this Agreement may occur in either order; both are required before access. Organization administrators remain responsible for User invitations, roles and revocations, and Ambry’s beta approval is a separate admission control. A newly added User is not admitted unless covered by an existing express approval or separately approved. Approved Participants use the ordinary Platform Service, Order and Stripe processes. Protective restrictions and termination remain governed by Platform Terms Sections 5.3 and 17 and do not, by themselves, cancel confirmed Orders or forfeit funds.

Customers independently create Requests, select published Services and confirm bookings; Providers independently set Service rates and conditions and decide whether to accept. A Request, match, Service listing or payment authorization alone is not an Order. An Order forms only after the Customer affirmatively confirms the selected booking and the Provider separately affirmatively accepts it (Platform Terms Section 7.1). The confirmed Order records the direct Customer–Provider agreement; Ambry is not a party to that agreement. The applicable Customer Order Terms or Provider Order Terms govern each party’s obligations. For freight transportation Orders only, the common, separately maintained Schedule A - Minimum Carriage Terms is incorporated by reference into both Order Terms and, upon valid acceptance, forms part of the direct Customer–Provider transportation agreement. The same applicable version of Schedule A must be accessible to each party before its respective booking confirmation or acceptance and accepted together with that party’s Order Terms (Platform Terms Sections 2.1–2.2 and 3.3). If the applicable Schedule A version changes before both parties accept, the previously accepting party must be given the replacement version and affirmatively accept it before Order formation. Schedule A does not apply to non-transportation Services. Ambry provides a technology marketplace and supported payment administration; it does not independently select or assign Providers, set their Service rates, undertake transportation or take custody of cargo. Mandatory legal classifications and duties depend on actual conduct and law.

5.1 Ordinary payment process. Real Orders during the closed beta use the ordinary Stripe Connect Express arrangements and supported Separate Charges and Transfers flow under Platform Terms Sections 8–9, the applicable Order Terms, processor agreements and mandatory law. No beta-specific Stripe, capture, refund, transfer, settlement or bank-payout process is created. Providers complete their own Stripe onboarding, banking and payout settings. A card authorization is not captured payment or a payment guarantee. For freight transportation Orders, ordinary capture is intended after pickup, subject to the disclosed payment terms and processor rules. The Customer’s seventy-two (72) consecutive-hour Payment Dispute window begins only after both Proof of Delivery and the related notice are available through the Platform. A timely dispute may delay disputed amounts as permitted; absent a timely dispute, Ambry arranges the net Provider transfer subject to funds, lawful holds, processor eligibility and the accepted Order (Platform Terms Sections 8.5 and 9.1–9.4). A Stripe transfer to the Provider’s connected account is distinct from a subsequent bank payout. Refunds, reversals and adjustments are governed by Platform Terms Sections 8.7–8.8 and 9, not by a separate beta policy. An administrative payment review does not finally determine cargo liability.
‍5.2 Participation fees and actual Order charges. No fee is charged solely for applying to, enrolling in or participating in the closed beta. Charges for actual Services, disclosed Platform Fees and cancellation consequences apply only to the extent properly disclosed and accepted before the relevant commitment under the ordinary Terms. Beta admission creates no additional or undisclosed charge. A Provider cancellation-related amount recorded internally during MVP is not automatically charged or deducted (Platform Terms Section 8.6). Payment processing is not escrow, a guarantee of payment or authorization to hold funds contrary to law. Mandatory refund, chargeback, cargo-claim and other legal rights remain unaffected.

During the closed beta, Participants acknowledge that the Platform remains under active development and testing. Temporary outages, software bugs, unexpected errors, performance degradation, service interruptions and other technical issues may occur.Ambry will use commercially reasonable efforts to investigate reported material issues, prioritize them based on severity and operational impact, and restore affected functionality as reasonably practicable. Resolution times may vary depending on the nature of the issue, technical complexity and third-party dependencies.Participants are encouraged to promptly report technical issues, provide relevant information when reasonably available, and cooperate in good faith with Ambry's support and development teams. Ambry appreciates Participants' patience and understanding as the Platform is tested, improved and refined.Nothing in this provision establishes a guaranteed response or resolution time, modifies the ordinary support commitments under the applicable Terms, or limits any non-excludable rights or obligations under applicable law.

Each Provider remains responsible for the authority, personnel, vehicles, equipment, cargo custody, safe performance, documentation and insurance required for its actual role and Service. Under Platform Terms Section 24.2, a Provider undertaking physical freight transportation must maintain qualifying Cargo Liability Insurance of at least CAD $100,000 per occurrence if the insured Provider Organization is registered in Canada, or USD $100,000 per occurrence if registered in the United States, subject to higher lawful or previously disclosed Order-specific requirements. Eligibility is assessed in the applicable jurisdictional currency; a CAD limit converted to USD for display is informational and does not make an otherwise qualifying Canadian policy deficient. An expressly stated policy currency governs. If currency is unstated, Ambry may provisionally treat it as CAD for a Canada-registered insured Organization or USD for a U.S.-registered insured Organization, subject to contrary evidence. Where a policy is denominated in a different currency, eligibility is assessed using reliable evidence of the equivalent coverage amount under Platform Terms Section 24.3.Brokers, freight forwarders, 3PLs and other intermediaries must maintain insurance, financial responsibility and authority appropriate to their actual roles; the carrier-specific minimum does not itself establish cargo coverage or carrier status. Providers must promptly disclose material coverage changes and must not knowingly accept an affected new Order without disclosure (Platform Terms Section 24.1). Document review and insurance displays do not guarantee coverage. Customers remain responsible for accurate cargo, packaging, value, handling, customs and dangerous-goods information and for evaluating additional coverage. Cargo claims and statutory deadlines are governed by the confirmed Order, Schedule A where applicable and mandatory law, not by beta status or the seventy-two-hour payment review.

EacParticipant may voluntarily provide feedback, bug reports and improvement suggestions. Such feedback is governed by Platform Terms Section 10.3, including Ambry’s permitted use of feedback and the continuing safeguards for Confidential Information and personal information; the feedback provision does not transfer unrelated pre-existing materials. Ambry and its licensors retain their protected software, interfaces, databases, marks and technology under Platform Terms Section 10 and the End User License Agreement. Participant must not access or extract non-public Platform data beyond its authority or unlawfully reverse engineer protected software. Good-faith security research and coordinated disclosure remain subject to EULA Section 4 and mandatory law; this Agreement creates no broader absolute ban on lawful disclosure or competition. Security concerns should be reported to support@ambry.io.

The parties shall protect each other’s Confidential Information, including non-public technical, security, shipment, rate, counterparty and business information, and use or disclose it only for purposes permitted by Platform Terms Section 11, including participation, performance or administration of Orders, compliance with law and enforcement of legal rights. Publicly available information not made public through breach, independently developed information and information lawfully received without restriction are excluded. Disclosures required by law are permitted subject to lawful notice requirements. Platform Terms Section 11.3 governs the duration of confidentiality protection, including longer protection for trade secrets. Participant may not falsely represent itself as an Ambry agent, endorsed carrier or official partner without written permission. These obligations do not prohibit lawful independent business relationships, lawful competition or permitted future off-Platform dealings (Platform Terms Sections 6.4 and 11).

Participant shall promptly report material booking, billing, identity, cargo-safety, fraud or security incidents affecting beta activity and preserve reasonably relevant bills of lading (BOL), Proof of Pickup, Proof of Delivery, communications and transaction records. For an actual or reasonably suspected incident materially affecting Platform-derived personal information or account security, the notice, containment and cooperation duties in Platform Terms Section 12.5 apply, subject to law. Participant shall reasonably cooperate with lawful fraud investigations, processor requests, Payment Disputes, cargo claims and safety investigations. Ambry may retain or disclose records only as permitted by the Terms, Privacy and Cookie Policy and applicable law. Participation does not waive the right to contest an administrative payment decision, seek reconsideration under Platform Terms Section 9.4 or pursue a cargo claim or other non-waivable remedy.

Platform Terms Sections 13–16 and 23.4 apply to this Beta Agreement, subject to their express limits, exceptions and mandatory law. Platform Terms Section 16.2 establishes a single aggregate liability cap across the Terms, equal to the greater of USD $1,000 or the claimant Organization’s Platform Fees actually paid to Ambry during the twelve (12) months preceding the event giving rise to liability, to the extent enforceable; this Agreement does not create a second or cumulative cap. The cap does not reduce Ambry’s enforceable obligations to remit or refund funds under Platform Terms Section 8 and does not limit liability that cannot lawfully be limited (Platform Terms Section 16.3). Nothing in this Agreement waives mandatory cargo, privacy, payment or transportation duties, excuses legally non-excludable fraud or misconduct, or substitutes for required regulatory authorization.

12.1 Commencement and duration. Closed-beta participation begins only when Ambry has approved the Organization and the relevant Users or expressly covered team, the Organization has validly accepted this Agreement, and all applicable eligibility, verification, Organization acceptance and User-permission conditions in Section 3.3 have been satisfied. Approval may be communicated before or after acceptance; a pending or conditional approval is not marketplace access. Account creation, Organization registration, an application, an invitation or acceptance alone does not begin participation. Participation continues until the Participant withdraws, Ambry lawfully withdraws beta admission or the closed-beta admission program ends, subject to the Platform Terms.
‍12.2 End of access and existing obligations. Either party may end prospective beta participation by notice, consistently with Platform Terms Section 17 and applicable law. Ambry may restrict or withdraw access on lawful, proportionate grounds under Platform Terms Sections 5.3 and 17, with notice, material reasons and an opportunity to respond where reasonably practicable and lawful. Withdrawal of beta access does not itself cancel a confirmed Order, determine who caused a cancellation, create an undisclosed fee or forfeit funds. Open Orders, payment obligations, transfers, disputes, cargo claims, confidentiality, intellectual property and accrued rights continue under Platform Terms Sections 7–9 and 17.3, the applicable Order Terms and mandatory law.

13.1 Priority and Schedule A. Mandatory applicable law and the document-priority and incorporation rules in Platform Terms Sections 2.1–2.3 control. This Agreement governs administrative selection, approval, controlled beta access and related participation matters; it does not override ordinary Service, booking, payment, cancellation, cargo or statutory rights. For freight transportation Orders, the single separately maintained Schedule A — Minimum Carriage Terms is incorporated by reference into the Customer Order Terms and Provider Order Terms as stated in Section 4, and the same applicable version must be made available to and accepted by both parties at their respective booking stages. One affirmative acceptance action for each party’s Order Terms may also cover Schedule A if the acceptance clearly identifies and includes it (Platform Terms Section 3.3). Schedule A does not apply to non-transportation Services.
‍13.2 Changes. Amendments to this Agreement are governed by Platform Terms Sections 20.1–20.3, including required advance notice and affirmative acceptance where applicable. No amendment retroactively changes the rights, fees, cancellation consequences or other substantive obligations of an already confirmed Order.
‍13.3 Separate acceptance and evidence. An authorized representative must affirmatively accept this Beta Agreement on behalf of the Organization after a reasonably conspicuous opportunity to review and retain it, and before beta marketplace access. This acceptance may take place before or after Ambry’s administrative approval; it is not, by itself, an application approval or a guarantee of admission. Ambry may maintain reasonably tamper-evident evidence of the applicable document identifier, version and content hash, Organization and accepting User identifiers, timestamp and affirmative acceptance action, as well as separate records of beta approval, effective access permissions and material status changes, subject to privacy, security and retention requirements. Such records are rebuttable evidence and do not conclusively establish authority or assent. The Privacy and Cookie Policy is a notice; a Data Processing Agreement applies only if separately executed as stated in Platform Terms Section 2.1. Mandatory language and other acceptance requirements remain applicable.

Dangerous goods or specialized cargo may be handled only where the Service is enabled and the responsible parties meet applicable classification, documentation, packaging, permitting, equipment, insurance, authority and personnel requirements. Neither beta approval nor document review certifies shipment or Provider eligibility. The ordinary Platform Terms, Order Terms, Service Conditions and Schedule A (where applicable) govern each Order; this Agreement creates no beta-specific carriage or payment rules.