SELLEXIO ENTERPRISE PILOT & PERFORMANCE AGREEMENT Version 2026.08 · Effective on electronic signature BETWEEN: Sellexio Technologies, LLC ("Sellexio", "Service Provider") AND: the organization identified in the signature block ("Client") 1. PURPOSE & SCOPE OF THE AUDIT. Client engages Sellexio to perform a digital operational audit of its historical maritime logistics invoices, port logs, bills of lading, and freight documentation from the past twenty-four (24) months. The sole objective is to deploy Sellexio's proprietary AI data engine to identify administrative billing leakage, calculation errors, timestamp manipulation, duplicate invoicing, and incorrect tariff classification at international port hubs, including but not limited to the Port of Callao, Peru. 2. ZERO-COST GUARANTEE. Client pays an upfront implementation, onboarding, or software licensing fee of $0.00 (zero US dollars) for this initial pilot audit. Sellexio assumes all processing and data compute costs during the evaluation phase. 3. PERFORMANCE-BASED COMPENSATION (20% SUCCESS FEE). (a) Client agrees to pay Sellexio a success fee equal to twenty percent (20%) of any and all "True Findings" discovered by Sellexio's AI engine. (b) "True Finding" means any financial overcharge, duplicate billing, or tariff calculation error identified by Sellexio that results in Client successfully receiving a financial benefit. (c) Forms of recovery include, without limitation, direct corporate bank wires, cash refunds, and official invoice credit notes issued to Client's operating account by the port authority, customs broker, or shipping line. (d) Payment terms: upon verification that a credit note or cash refund has been formally issued to Client by the billing entity, Sellexio will issue a corporate invoice for its 20% share, strictly payable within fourteen (14) business days by ACH transfer or electronic card payment through Sellexio's Stripe gateway. (e) No success fee is due on any amount Client had already formally disputed in writing before the Effective Date. 4. CLIENT COOPERATION & DISPUTE SUBMISSION. Client agrees to provide Sellexio secure access to a test batch of at least fifty to one hundred (50–100) historical closed shipping files within seven (7) business days of signing. Upon receipt of the finalized "Sellexio Audit Leakage Report", Client's accounting or logistics department agrees to promptly forward the data-backed findings to the respective port or carrier billing desk to initiate the administrative dispute and recovery process. 5. PROPRIETARY DATA SHIELD & CODE PRIVACY. (a) Client data security: all operational logs, invoices, and corporate entities shared by Client are black-boxed, encrypted at rest and in transit, and hosted in an isolated multi-tenant database environment with row-level tenant isolation. Client data will never be sold, publicised, or shared with third parties beyond the subprocessors listed at /legal/subprocessors. (b) Sellexio intellectual property: Client acknowledges that Sellexio's user interface, 3D visualization globe, multi-agent AI scripts, and underlying logistical matching algorithms remain the sole and exclusive intellectual property of Sellexio. Client agrees not to copy, reverse-engineer, or use the reporting outputs to construct an identical internal software system. 6. SAAS CONVERSION OPTION. On successful completion of the historical audit and validation of recovered capital, Client holds a first-right option to transition from the 20% success-fee structure to a flat annual enterprise software licence covering Sellexio's live 3D tracking and automated auditing dashboard across its continuous global fleet pipelines. 7. AI DECISION SUPPORT. Audit findings, estimates, demand drafts, and filings are decision support only and are reviewed by a human before transmission. Model provenance, prompt hash, and token counts are retained in the platform audit log for every generation. Leakage estimates presented before a document audit are modelled from public throughput profiles, AIS-verified port time, and published tariff; Sellexio makes no guarantee of a specific recovery amount. 8. TERM & TERMINATION. The pilot runs ninety (90) days from signature and may be terminated by either party on fifteen (15) days' written notice. Success fees earned prior to termination survive. 9. LIMITATION OF LIABILITY. Except for breaches of confidentiality or fees owed, each party's aggregate liability is limited to the greater of USD 100,000 or the total success fees paid in the twelve months preceding the claim. Neither party is liable for indirect, incidental, or consequential damages. 10. GOVERNING LAW & SIGNATURES. Delaware law governs. Disputes are resolved by binding arbitration under the AAA Commercial Rules, seated in New York, NY. This Agreement, together with the Mutual NDA at /legal/mnda, the MSA at /legal/msa, and the DPA at /legal/dpa, is the entire agreement on this subject. ADDENDUM 3A: INTERNATIONAL BANKING, CURRENCY EXCHANGE, AND CROSS-BORDER SETTLEMENTS 1. GLOBAL BASE CURRENCY. All financial audits, overcharge calculations, and True Findings identified by Sellexio shall be calculated and denominated in United States Dollars (USD). 2. LOCAL CURRENCY CONVERSION ARBITRATION. In the event that a port authority, carrier, or customs agency issues an Invoice Credit Note or refund in a local currency (including, but not limited to, Peruvian Soles [PEN], Mexican Pesos [MXN], or Euros [EUR]), the total value of the True Finding shall be pegged to the spot conversion rate matching the exact date and timestamp the credit note was legally issued, as verified by the OANDA Global Currency Database. 3. CROSS-BORDER WIRE CLEARANCE & FEES. The Client agrees that all success fee invoices generated by Sellexio shall be paid in full without any deductions for local withholding taxes, international wire transfer fees, or intermediary bank processing charges. The Client shall assume 100% of the cross-border transaction costs. 4. AUTOMATED MERCHANT SETTLEMENT. Payments shall be executed electronically via Sellexio's primary Canadian merchant gateway (Stripe / ACH Direct) or via direct international SWIFT bank wire to Sellexio's designated corporate treasury account in Canada. All invoices are strictly due within fourteen (14) business days of issuance. ADDENDUM 4: SECURITY, DIRECTION, AND COLLECTION OF SUCCESS FEES 1. STANDING PAYMENT AUTHORIZATION (CONDITION PRECEDENT). Before Sellexio commences any audit work, Client shall register a valid corporate payment method with Sellexio's payment processor and grants Sellexio a continuing, irrevocable authorization to charge that method, without further approval, for any success fee that becomes due under Section 3 of this Agreement, together with any late charges accrued under paragraph 6 below. The authorized method shall be a bank account held in the name of Client and used as a business operating account, debited by ACH (United States) or pre-authorized debit (Canada); a personal or consumer bank account is not an acceptable authorization. Where the recovery reasonably anticipated on the engagement exceeds one hundred thousand dollars (USD 100,000), bank debit is the sole acceptable rail and a payment card will not be accepted. Client warrants that the account registered is a business account of Client and that the individual authorizing it is empowered to bind Client to recurring debits. Client may set a per-charge ceiling at the time of authorization; amounts above that ceiling require a fresh authorization, which Client shall provide within five (5) business days of request. Client shall keep a valid payment method on file for the term of this Agreement and for twelve (12) months thereafter. Failure to maintain a valid payment method is a material breach and suspends Sellexio's performance obligations immediately. 2. DUTY TO REPORT RECOVERIES. Client shall notify Sellexio in writing within five (5) business days of receiving any refund, cash payment, invoice credit note, set-off, waiver, write-down, or other financial benefit traceable in whole or in part to a Sellexio finding, and shall provide the supporting carrier, terminal, broker, or bank documentation. Silence is not a defence to payment. 3. VERIFICATION AND AUDIT RIGHT. For twenty-four (24) months following the Effective Date, Client shall on ten (10) days' notice give Sellexio, or an independent accountant retained by Sellexio and bound by the Mutual NDA, read access to the carrier statements, credit-note registers, and accounts-payable records reasonably necessary to verify recoveries realised on Sellexio findings. If an audit shows underreporting exceeding five percent (5%), Client shall bear the reasonable cost of that audit in addition to the unpaid fees. 4. DIRECTION OF PAYMENT AND ASSIGNMENT. Where a carrier, terminal operator, customs authority, or broker is willing to remit a recovery directly, Client irrevocably directs that party to remit the recovered amount to Sellexio's designated settlement account. Sellexio shall deduct only its earned success fee and remit the balance to Client within five (5) business days of cleared funds. To secure payment of earned fees, Client grants Sellexio a limited assignment of, and a right of set-off against, the proceeds of any recovery arising from a Sellexio finding, to the extent of the fee due. Sellexio shall not withhold any amount beyond its earned fee and documented late charges. 5. DEEMED APPROVAL OF THE RECOVERY STATEMENT. Sellexio will issue a written Recovery Statement itemising each True Finding realised, the recovery amount, and the fee due. Client shall approve or dispute the Statement, in writing and with specific reasons, within seven (7) business days. Absent a timely written dispute, the Statement is deemed approved and the fee becomes immediately due and chargeable under paragraph 1. A dispute suspends only the specific line item contested; all uncontested line items remain due. 6. LATE CHARGES, SUSPENSION, AND COSTS. Amounts not collected by the due date accrue interest at one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law if lower, from the due date until paid. If an amount remains unpaid fifteen (15) days past due, Sellexio may suspend all services, reporting, dashboard access, and further claim prosecution without liability. If an amount remains unpaid thirty (30) days past due, the full balance may be referred for collection or arbitration, and Client shall reimburse Sellexio's reasonable costs of collection, including legal and arbitration fees, court costs, and collection agency charges. 7. TAIL PERIOD AND NON-CIRCUMVENTION. Success fees remain payable on any recovery received by Client within twelve (12) months after expiry or termination of this Agreement where the recovery is traceable in whole or in part to a finding disclosed to Client by Sellexio. Client shall not use Sellexio's findings to pursue a recovery through an internal team, another vendor, a broker, or counsel for the purpose of avoiding the success fee; doing so does not extinguish the fee. 8. NO DEDUCTIONS, NO CHARGEBACKS. Fees are payable in full without deduction, set-off, counterclaim, or holdback. Client shall not initiate a payment-network chargeback or reversal in respect of an approved or deemed-approved Recovery Statement; disputes are resolved exclusively under Section 10 of the Agreement. An unwarranted chargeback constitutes a material breach and entitles Sellexio to immediate suspension and to recover its costs. 9. SURVIVAL. This Addendum 4 survives expiry or termination of the Agreement. SIGNED electronically. The signature record, timestamp, IP address, user agent, and document hash are retained in Sellexio's tamper-evident agreements ledger.