CarrierSource, Inc.

Master Subscription Agreement

THIS MASTER SUBSCRIPTION AGREEMENT ("AGREEMENT") GOVERNS YOUR ACCESS TO, AND ONGOING USE OF, THE CARRIERSOURCE OFFERINGS SPECIFIED IN AN ORDER FORM THAT REFERENCES THIS AGREEMENT ("OFFERINGS"). BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT ("ORDER FORM"), THE PERSON SO EXECUTING THE ORDER FORM AGREES TO THIS AGREEMENT ON BEHALF OF HIS OR HER COMPANY AND REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. "YOU" OR "YOUR" REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE PERSON EXECUTING AN ORDER FORM HEREUNDER DOES NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MAY NOT USE THE OFFERINGS.

You may not access or utilize the Offerings if You are a direct competitor of CarrierSource, except with prior written consent. In addition, You may not access or use the Offerings for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement was last updated on June 30, 2026. It is effective between You and CarrierSource, Inc. ("CarrierSource") as of the date You execute an Order Form referencing it.

You agree as follows:

  1. PREMIUM PROFILE OFFERINGS. If and to the extent specified in an Order Form, CarrierSource hereby grants You a worldwide, non-exclusive, non-transferable, non-assignable license to access and use, solely as specified in this Agreement and the relevant Order Form, those premium features specified in each such Order Form in connection with those profile page(s) on the CarrierSource website ("Site") specified in each such Order Form, such as branding features like embedding downloadable content (PDF files) and call to action buttons to support lead capture (including, without limitation, a "Request a Quote" button displayed on Your profile page[s] to the Site), as well as associated award badges and widgets, banner images and sponsored content on the Site, and intent notifications based on views by visitors to pages on the Site, including Your profile page on the Site, (individually and collectively, "Premium Profile Offerings") for the term specified in the Order Form for the applicable Premium Profile Offerings and provided that You have paid all associated fees for those Offerings. As it develops new premium profile features, CarrierSource may from time to time replace any of the foregoing features with features of a substantially similar nature. Any badges or widgets and/or other profile content provided to You that You publish on Your website must fully comply with CarrierSource’s then-current Content and Data Usage Guidelines. To the extent You embed or post content or other materials in connection with Your profile page[s] on the Site, You hereby grant CarrierSource and its affiliates a nonexclusive, royalty-free, transferable, and fully sub-licensable right to use, reproduce, adapt, translate, distribute, publish, and publicly display and perform such content and other materials throughout the world in any media, now known or hereafter devised, in connection with the Site or applicable sub-licensee’s websites. Subject to the limited rights expressly granted hereunder, CarrierSource reserves all rights, title, and interest in and to the Site and the Premium Profile Offerings, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
  2. REVIEW DATA SUBSCRIPTION LICENSE. If and to the extent specified in the Order Form, CarrierSource hereby grants You a worldwide, non-exclusive, non-transferable, non-assignable license to access and use, solely as specified in this Agreement and the relevant Order Form, the reviews posted about Your products or services on the Site ("Licensed Reviews") during each subscription term for which You have paid all associated subscription license fees. You may reproduce and display Licensed Reviews in Your own marketing, sales, and promotional materials, provided that (a) all Licensed Reviews are reproduced without modification or alteration, and (b) Your use of Licensed Reviews fully complies with CarrierSource's then-current Content and Data Usage Guidelines. Subject to the limited rights expressly granted hereunder, CarrierSource reserves all rights, title, and interest in and to the Licensed Reviews and the Site, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
  3. FEES AND PAYMENTS. You will pay to CarrierSource all of the fees specified in each Order Form. The first payment will be due on the effective date of the applicable Order Form, and each subsequent payment will be due as specified in that Order Form. The fees are fixed for one calendar year from the initial effective date of each respective Order Form, but may be modified by CarrierSource thereafter by providing one month’s prior written notice to You. The fees do not include any taxes You may be required to pay, or CarrierSource may be required to pay in connection with Your payment, in Your taxing jurisdiction. Payments are due in advance of the period for which they apply, except as otherwise expressly stated in the relevant Order Form. Unpaid amounts or errors may be billed in subsequent invoices. IF YOU PROVIDE CARRIERSOURCE WITH CREDIT CARD, DEBIT CARD, OR BANK ACCOUNT INFORMATION, YOU AUTHORIZE CARRIERSOURCE TO USE SUCH PAYMENT INFORMATION TO AUTOMATICALLY CHARGE YOU ON A RECURRING BASIS TO COLLECT ALL FEES DUE UNDER EACH ORDER FORM. YOU REPRESENT THAT YOU ARE AUTHORIZED TO INCUR CHARGES AGAINST THE PAYMENT CARD OR ACCOUNT USED TO PURCHASE THE OFFERINGS. THE FORM OF PAYMENT CANNOT BE CHANGED OR ALTERED UNLESS ALL AMOUNTS DUE UNDER EACH ORDER FORM HAVE BEEN PAID IN FULL OR OTHERWISE AGREED TO BY CARRIERSOURCE IN WRITING.
  4. TERM AND TERMINATION. The term for which You are entitled to receive each of the respective Offerings shall be as set out in the applicable Order Form for those Offerings ("Offerings Term"). Upon termination of an Order Form or expiration of the Offerings Term thereof, You shall immediately cease accessing and using the Offerings subject to that Offerings Term. Upon expiration, an Offerings Term shall automatically renew for an additional Offerings Term of the same length unless either You provide CarrierSource (via email to support@carriersource.io), or CarrierSource provides You, notice of non-renewal at least 30 days prior to the end of the expiring Offerings Term. Additionally, CarrierSource may terminate some or all the Offerings at any time for any or no reason without liability, effective immediately, by providing written notice to You. In the event of such a termination, You agree to immediately pay all unpaid fees for Offerings provided through the date of termination, and CarrierSource agrees to reimburse You for any fees that You prepaid for Offerings that would have been provided after the effective date of such termination. Termination or expiration of an Order Form shall not extinguish any of Your or CarrierSource's obligations under this Agreement that, by their nature, continue after the date of termination or expiration, including, but not limited to, the obligation to pay any unpaid but due fees.
  5. DEFAULTS. Either party may terminate this Agreement, any or all Order Forms governed by this Agreement, and all rights granted hereunder for cause upon ten (10) days’ written notice if the other party materially breaches this Agreement, including the Order Forms hereto, and fails to cure the breach within the ten-day notice period. A material breach under this Section 5 includes, but is not limited to, failure to pay the applicable fees when due. Material breaches that are not susceptible to cure, such as breach of Section 1 and/or Section 6 hereof, shall give rise to immediate termination upon notice, without the opportunity for cure.
  6. MODIFICATIONS. The licenses granted hereunder do not include the right to modify or create derivative works based upon the Offerings. You may not in any way modify, change, alter, or create derivatives works based upon the Offerings. You may not use the Offerings for any purpose that violates applicable law or regulation or that is not expressly authorized under this Agreement and/or an Order Form.
  7. ASSIGNMENT. Neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld); provided, however, that CarrierSource may assign this Agreement and all Order Form(s) hereunder in connection with a merger, reorganization, acquisition, sale of voting securities, transfer of a majority of its assets to which this Agreement relates, or other similar transaction or series of transactions to party that is not Your direct competitor. Subject to the foregoing, this Agreement and each Order Form shall bind and inure to the benefit of the parties and their respective permitted assigns.
  8. CONFIDENTIALITY. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether electronically, orally, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of CarrierSource includes this Agreement and each Order Form as well as any contact or other information of Site users and visitors provided to You as part of the Offerings. Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without reference to, or reliance upon, the Confidential Information of the Disclosing Party. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Without limiting the foregoing, CarrierSource may also provide access to Your Confidential Information to those of Your employees, contractors, and agents who You permit to use and manage Your use of the Offerings. CarrierSource's collection and use of personal data in connection with the Site and Offerings is governed by CarrierSource's Privacy Policy, available here, which is incorporated herein by reference.
  9. REPRESENTATIONS AND WARRANTIES BY YOU. You represent and warrant to CarrierSource that any information or materials that You provide in connection with the Offerings will (a) be true and complete, (b) not contain any material which violates CarrierSource’s content guidelines or which is otherwise unlawful, defamatory or obscene, or which infringes or violates any third-party rights (including any intellectual property rights or privacy or publicity rights) or which may encourage a criminal offense or otherwise give rise to civil liability, and (c) comply with all applicable laws and regulations (including all applicable privacy / data protection laws and regulations and laws related to Promotions). "Promotions" are any contest, sweepstakes, coupon or other promotion appearing on or promoted through the Site by You. CarrierSource reserves the right, at its sole discretion, to reject or remove any information or materials posted by You on or through the Site or to alter such information or materials to conform to technical specifications for the Site and/or to comply with applicable law. You further represent and warrant to CarrierSource that You will not, and will not authorize or induce any other party, to: (x) generate automated, fraudulent or otherwise invalid reviews, questions, comments, lead conversions, clicks or other actions; (y) use any automated means or form of scraping or data extraction to access, query or otherwise collect CarrierSource content and reviews from the Site, except as expressly permitted by CarrierSource; or (z) use any CarrierSource trade or service marks in any manner without CarrierSource’s prior written consent. All rights not expressly granted to You hereunder are reserved by CarrierSource.
  10. USE OF THE SITE. The Site allows users to post reviews about products and/or services like Yours. The Site employs automated software algorithms and quality control processes to rate products/services algorithmically and to showcase the most relevant and reliable products/services and reviews while potentially suppressing others. Your purchase of the Offerings will not influence the Site algorithms or otherwise allow or enable You to influence Your rating or to directly or indirectly remove, alter, or reorder the reviews on the Site. Additionally, CARRIERSOURCE DISCLAIMS ALL LIABILITY ARISING FROM CARRIERSOURCE’S ACCESS TO YOUR ACCOUNT ON YOUR BEHALF IN ORDER TO MAKE CHANGES OR POST INFORMATION TO THE SITE IN ACCORDANCE WITH YOUR INSTRUCTIONS ("YOUR INSTRUCTIONS"). IT IS YOUR RESPONSIBILITY TO CONFIRM THAT YOUR INSTRUCTIONS ARE EXECUTED AS REQUESTED. YOUR USE OF THE SITE, INCLUDING ANY USE BY SOMEONE ELSE ACTING ON YOUR INSTRUCTIONS, IS GOVERNED BY THE TERMS OF USE POSTED HERE: TERMS OF SERVICE ("TOS"). ANY CONFLICTS BETWEEN THIS AGREEMENT AND THE TOS WILL BE RESOLVED IN FAVOR OF THE TOS TO THE EXTENT RELATED TO YOUR USE OF THE SITE.
  11. INDEMNIFICATION. You will indemnify, defend, and hold CarrierSource and its officers, directors, agents, sub-licensees, and employees harmless from and against any and all claims, actions, losses, damages, liabilities, costs and expenses (including but not limited to attorneys’ fees and court costs) brought by a third party (collectively a "Third Party Claim against CarrierSource") arising out of or in connection with (a) the materials provided by You in connection with Your use of the Offerings, (b) any breach of representations or warranties provided under this Agreement by You, (c) Your violation any applicable law, rule, or regulation, and/or (d) Your products or services or the provision thereof to Your end users or customers. CarrierSource will notify You promptly of any Third Party Claim against CarrierSource for which it seeks indemnification and will permit You to control the defense of such Third Party Claim against CarrierSource with counsel chosen by You; provided that You will not enter into any settlement that contains any admission of or stipulation to any guilt, fault, liability, or wrongdoing on the part of CarrierSource without CarrierSource’s prior written consent.

    CarrierSource will indemnify, defend, and hold You and your officers, directors, agents, and employees harmless from and against any and all claims, actions, losses, damages, liabilities, costs and expenses (including but not limited to attorneys’ fees and court costs) brought by a third party (collectively a "Third Party Claim against You") arising out of or in connection with any claim that the Premium Profile Offerings, Licensed Reviews, or any other materials authored solely by CarrierSource and provided to You by CarrierSource hereunder, misappropriates or infringes that third party’s intellectual property rights. You will notify CarrierSource promptly of any Third Party Claim against You for which You seek indemnification and will permit CarrierSource to control the defense of such Third Party Claim against You with counsel chosen by CarrierSource; provided, that CarrierSource will not enter into any settlement that contains any admission of or stipulation to any guilt, fault, liability, or wrongdoing on the part of You without Your prior written consent.

  12. DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT THE OFFERINGS ARE PROVIDED TO YOU ON AN "AS IS", "WITH ALL FAULTS", AND "AS AVAILABLE" BASIS. CARRIERSOURCE MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE OFFERINGS PROVIDED HEREUNDER AND EXPRESSLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, TO THE FULLEST EXTENT PERMITTED BY LAW, CARRIERSOURCE SPECIFICALLY DISCLAIMS ALL WARRANTIES AND GUARANTEES REGARDING (A) PERFORMANCE, QUALITY, AND RESULTS, (B) CLICK RATES AND CONVERSIONS, AND (C) THE ACCURACY OF THE INFORMATION THAT CARRIERSOURCE PROVIDES IN CONNECTION WITH THE SITE AND/OR OFFERINGS. CARRIERSOURCE SHALL NOT BE LIABLE FOR NON-PERFORMANCE DUE TO CAUSES BEYOND ITS REASONABLE CONTROL.
  13. LIMITATION OF LIABILITY. EXCEPT FOR INFRINGEMENT OR MISAPPROPRIATION OF CARRIERSOURCE'S INTELLECTUAL PROPERTY RIGHTS IN AND TO THE OFFERINGS AND EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND ANY AND ALL ORDER FORMS, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU UNDER THE APPLICABLE ORDER FORM(S) OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE AMOUNT PAID BY YOU TO CARRIERSOURCE UNDER THE APPLICABLE ORDER FORM(S) IN THE 12 MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 3.
  14. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. EXCEPT FOR INFRINGEMENT OR MISAPPROPRIATION OF CARRIERSOURCE'S INTELLECTUAL PROPERTY RIGHTS IN AND TO THE OFFERINGS, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
  15. ENTIRE AGREEMENT. This Agreement and each respective Order Form contain the entire agreement of the parties with respect to the Offerings specified in each Order Form, and there are no other promises or conditions in any other agreements, whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties with respect to those Offerings specified in each Order Form referencing this Agreement.
  16. AMENDMENT. CarrierSource reserves the right to amend this Agreement from time to time by providing thirty (30) days' prior written notice to You. Your continued access to or use of the Offerings following the notice period constitutes Your acceptance of the amended terms.
  17. SEVERABILITY. If any provision of this Agreement, or any Order Form, shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement or any Order Form is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
  18. NOTICE. The address of each party as set forth in each applicable Order Form shall be the appropriate address for the mailing of notices, checks, and statements, if any. All notices shall be sent certified or registered mail and shall not be deemed received or effective unless and until actually received. Either party may change its mailing address by written notice to the other. Notices may also be provided via email to the email address specified in the applicable Order Form (for notices to You) and to support@carriersource.io (for notices to CarrierSource), and shall be deemed received upon the sender's receipt of written confirmation from the recipient.
  19. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
  20. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Illinois and the parties consent to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois for resolution of any disputes arising hereunder.

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