Subscription Agreement

1. Who we are and what you accept

This Subscription Agreement (the “Agreement”) governs the use of the Signum Rise platform (the “Platform”), offered by White Heart Elite LLC, a Florida limited liability company, United States, doing business under the registered trade name Cargo Structure (White Heart Elite LLC d/b/a Cargo Structure; “Cargo Structure”, “we”, “us”). White Heart Elite LLC d/b/a Cargo Structure is the sole counterparty to this Agreement and the party that sells, charges and invoices the subscription. “Signum Rise” is the name of the product and service purchased; it is not a legal entity or a party to this Agreement. The company that subscribes is the “Customer”.

The person accepting this Agreement represents that they have authority to bind the Customer. If they do not, or do not agree, they must not accept it or use the Platform.

2. The service

The Platform is online (cloud) software for logistics companies which, depending on the plan and modules purchased, may include: customer and opportunity CRM, freight quoting and rates, customer portal, manuals and procedures, KPIs and capacity, human resources, incidents and risks, and notifications.

The plan, modules, number of users and price purchased are those shown in the accepted proposal or on the payment page. We may improve, change or replace Platform features; if we remove an essential feature of the purchased plan, we will give at least 30 days’ notice and the Customer may cancel without penalty.

The Platform is not an operations, shipment tracking, accounting or customs system, and it does not replace the Customer’s professional judgment.

3. Accounts and users

The Customer appoints an administrator who creates and manages its users and their permissions. The Customer is responsible for everything done with its accounts, for keeping passwords confidential, for turning on two-step verification when available and for removing access promptly for anyone who leaves the company. It must notify us immediately at support@signumrise.com if it suspects unauthorized access.

4. Customer responsibility for quotes, rates and data

The Platform calculates with the data the Customer and its users enter: rates, costs, margins, surcharges, weights, dimensions, volumetric divisors, exchange rates, taxes and the like. The Customer is solely responsible for checking every quote, price, calculation and document before sending it to its customers, and for the accuracy and validity of its rates and data. Readers and assistants that help load information (for example, rate readers or supplier-quote readers) produce an approximate reading that the Customer must review.

Commercial, operational, customs, employment and hiring decisions the Customer makes with the help of the Platform are solely its own.

Tariff search. The official tariffs shown in the Platform (for example, the Venezuelan Customs Tariff or the Harmonized Tariff Schedule of the United States) are loaded from official publications and may change through later amendments. They are a support tool for quoting: official tariff classification and duty assessment are the responsibility of the Customer’s customs broker, using the tariff in force.

5. Acceptable use and compliance with law

The Customer agrees not to: (a) use the Platform for illegal, fraudulent or deceptive activities; (b) upload content that infringes third-party rights or data it has no right to process; (c) attempt to access other companies’ data, probe security or circumvent technical limits; (d) copy, resell or reverse engineer the Platform; (e) send unsolicited bulk communications.

The Customer will comply with the laws that apply to it, including United States export control and economic sanctions laws (such as those administered by OFAC) and data protection and commercial communications laws. We may suspend access when required by law or to protect the Platform, notifying the Customer where the law allows.

6. Price, billing and automatic payment

Monthly subscription. The subscription is charged monthly in advance through Stripe, using the payment method the Customer registers, and renews automatically each month until cancelled. Cargo Structure does not store card details: Stripe processes them. Charges, receipts and invoices are issued by White Heart Elite LLC d/b/a Cargo Structure, are identified with the name Cargo Structure and describe the service as “Signum Rise — [plan], [users]”.

Billing start. Depending on the accepted proposal, the first charge may include the rest of the current month on a prorated basis, or billing may start on the 1st of the following month. Special prices or discounts apply for the term stated in the proposal; after that, the plan’s then-current list price applies.

Setup. The setup fee is a one-time payment for the configuration work and is non-refundable once that work has started.

Missed payments. If a charge does not go through, Stripe will retry it and we will notify you. If payment is not received within 5 days after the due date, we may suspend access until it is brought current, without deleting the Customer’s data.

Price changes. We may change list prices with at least 30 days’ notice by email; the change applies from the next billing period. Plan, user or module changes requested by the Customer are billed on a prorated basis.

Taxes. Prices do not include taxes that may apply under applicable law.

7. Term, cancellation and refunds

This Agreement remains in effect while the subscription is active. The Customer may cancel at any time by writing to support@signumrise.com or from its payment management page; cancellation takes effect at the end of the period already paid and there are no refunds for partial months, unless the law provides otherwise.

We may terminate this Agreement with 30 days’ notice, or immediately if the Customer materially breaches this Agreement (including illegal use or non-payment) and does not cure it within 10 days after our notice.

8. Customer data

The data the Customer enters in the Platform (customers, contacts, rates, quotes, documents, staff information and the like) belongs to the Customer. The Customer permits us to store, process and display it only to provide, maintain, protect and support the Platform, and to comply with the law. We do not sell Customer data or use it for advertising.

Export and retention. During the subscription, the Customer can export its main data. After cancellation, it may request an export within 30 days. We may keep a backup copy for up to 12 months to allow the account to be reactivated, unless the Customer asks for earlier deletion; after that it is deleted, except what the law requires us to keep.

Personal data. The Customer is responsible for having a legal basis and giving any required notices to the people whose data it enters (for example, its customers, contacts, employees and candidates). The Platform is not designed to store Social Security numbers, bank details, medical data or data about minors, and the Customer must not upload them. The website’s privacy policy complements this section.

9. Support and support access

We provide support at support@signumrise.com, by phone or WhatsApp at +1 305-746-4371 and from the Support section of the Platform, on United States business days (Eastern Time).

To provide support, set up the account or fix problems, authorized Cargo Structure staff may access the Customer’s account through a support access protected by two-step verification. Every access and every change made is logged. The Customer accepts this access as part of the service.

10. Security and availability

We apply reasonable security measures in line with industry practice, including: isolation of each company’s data, encryption in transit (HTTPS), role and permission-based access control, two-step verification, activity logs, automatic failure monitoring and backups by our infrastructure provider. No system is invulnerable; if we detect a security incident affecting the Customer’s data, we will notify the Customer without undue delay and as required by law.

We use commercially reasonable efforts to keep the Platform continuously available, but we do not guarantee that it will operate without interruptions or errors. There may be maintenance windows (we will try to schedule them outside business hours and announce long ones) and third-party failures beyond our control.

11. Service providers (subprocessors)

To run the Platform we use providers that may process Customer data on our behalf, mainly in the United States: Supabase (database, authentication and storage), Netlify and Cloudflare (website hosting and domain), Stripe (payments), Resend and Google Workspace (email) and, only for implementation services the Customer requests, Anthropic (an artificial intelligence tool Cargo Structure uses to organize the information the Customer sends for its setup). Google Analytics is used only on the public website, with consent, and not inside the Platform. We may change providers while keeping an equivalent level of protection.

Customer’s own artificial intelligence (optional). The Platform does not include or charge for artificial intelligence services. If the Customer chooses to connect its own account with an AI provider (for example, Anthropic, OpenAI or Google) using its API key, it does so under its own agreement with that provider: the Customer pays for that service directly, and the AI provider processes the information the Platform sends it for each use (for example, a goods description with candidate codes, or the images of a supplier quote) under that provider’s terms. That provider acts on the Customer’s behalf and is not a subprocessor of Cargo Structure. The key is stored encrypted and the Customer may disconnect it at any time. AI suggestions are approximate and the Customer must review them before use.

12. Intellectual property and Customer branding

The Platform, its software, design, text, the “Signum Rise” and “Cargo Structure” marks and their improvements belong to White Heart Elite LLC d/b/a Cargo Structure. This Agreement gives the Customer a limited, non-exclusive, non-transferable right of use for the duration of the subscription. If the Customer sends us suggestions, we may use them freely to improve the Platform.

The Customer keeps its marks, logos and content, and authorizes us to display them on its own quotes, reports and portal within the Platform. We will not use the Customer’s name as a commercial reference without its permission.

13. Consulting services

Cargo Structure consulting services (manuals, procedures, KPI and capacity measurement, human resources, risk management and document control) are contracted and invoiced separately and are governed by their own proposal or contract. Manuals and procedures are prepared following the guidelines of standards such as ISO 9001 and ISO 31000; neither the Platform nor the consulting grants an ISO certification.

14. Warranties

We warrant that we will provide the service with professional care and substantially as described in this Agreement. If something does not work as described, the Customer must notify us and we will fix it within a reasonable time; if we cannot fix it, the Customer may cancel and we will refund the unused portion of the current month. This is the sole remedy for breach of this warranty.

EXCEPT AS EXPRESSLY STATED, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”, AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, BUSINESS, CUSTOMERS OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (B) THE TOTAL LIABILITY OF WHITE HEART ELITE LLC D/B/A CARGO STRUCTURE FOR ANY CLAIM RELATED TO THIS AGREEMENT OR THE PLATFORM WILL NOT EXCEED THE TOTAL PAID BY THE CUSTOMER FOR THE SUBSCRIPTION IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to the Customer’s payment obligations, to breach of the acceptable use section, or to anything the law does not allow to be limited (for example, fraud or willful misconduct).

16. Indemnification

The Customer will defend and hold harmless White Heart Elite LLC d/b/a Cargo Structure, its members and collaborators from third-party claims arising from: data and content the Customer uploads, quotes, prices and documents the Customer sends to its customers, and its breach of law or of this Agreement.

Cargo Structure will defend the Customer against third-party claims alleging that the Platform, used in accordance with this Agreement, infringes intellectual property rights in the United States, and may modify the Platform, obtain the necessary license or terminate the subscription and refund what was paid for the unused period.

17. Confidentiality

Each party will keep confidential the other’s non-public information learned under this Agreement (including Customer data and the Platform’s technical and commercial information), use it only to perform this Agreement and protect it with reasonable care, except information that is public, was already lawfully known, or must be disclosed by law.

18. Governing law and disputes

This Agreement is governed by the laws of the State of Florida and applicable United States federal law, without regard to conflict-of-laws rules. The parties will try to resolve any dispute in good faith for 30 days after one gives written notice to the other. If it is not resolved, it will be submitted to the competent state or federal courts of Miami-Dade County, Florida, to whose jurisdiction both parties submit.

TO THE EXTENT PERMITTED BY LAW, BOTH PARTIES WAIVE TRIAL BY JURY AND THE RIGHT TO BRING OR PARTICIPATE IN CLASS ACTIONS RELATED TO THIS AGREEMENT.

The prevailing party in a court proceeding to enforce this Agreement may recover reasonable attorneys’ fees and costs.

19. Electronic acceptance and notices

The Customer accepts this Agreement electronically by checking the acceptance box and completing payment or activation of its subscription. That acceptance has the same effect as a signature under the federal E-SIGN Act and the Florida Uniform Electronic Transaction Act (Chapter 668, Florida Statutes). We record the date, time, accepted version and technical access data as evidence.

Notices are sent by email: to the Customer, at its administrator’s email; to us, at support@signumrise.com.

20. Changes to the Agreement and general terms

Changes. We may update this Agreement. Material changes will be announced by email or within the Platform at least 30 days in advance; if the Customer does not agree, it may cancel before they take effect. Continuing to use the Platform after that date means accepting them. The current version and its date are published on this page.

General. This Agreement, together with the accepted proposal, is the entire agreement between the parties about the Platform and supersedes prior agreements; in case of conflict, the proposal prevails as to price and scope. Neither party is liable for delays caused by events beyond its reasonable control (force majeure). The Customer may not assign this Agreement without our consent; we may assign it in a reorganization or sale of the business. If a clause is invalid, the rest remains in effect. Failure to exercise a right is not a waiver. Sections that by their nature should continue (outstanding payments, data, intellectual property, warranties, limitation of liability, indemnification, confidentiality and governing law) survive termination. This Agreement is offered in Spanish and English; both versions have the same effect.