MASTER TERMS & CONDITIONS

Volume I

Article 1

Introduction

1.1 Welcome

Welcome to the JLT LLC Platform.

These Master Terms and Conditions ( JAY LOGISTICS & TRADE LLC Agreement) establish the legal framework governing access to and use of all JLT LLC products, services, technologies, software applications, websites, customer portals, vendor portals, engineering portals, innovation portals, APIs, mobile applications, logistics systems, artificial intelligence services, manufacturing services, procurement services, consulting services, digital content, and related offerings (collectively, the “JLT LLC PLATFORM”).

JLT LLC is committed to operating a secure, compliant, and professional global commerce platform that connects customers, innovators, manufacturers, suppliers, engineers, logistics providers, and business partners while protecting intellectual property, confidential information, and applicable legal rights.

These Terms apply to all users of the Platform unless superseded by a separate written agreement.

1.2 Purpose

The purpose of this Agreement is to establish the legal rights, responsibilities, obligations, and expectations governing the relationship between JLT LLC and all users of the Platform.

These Terms are intended to:

• Promote transparent and fair commercial practices.
• Protect customer, vendor, and innovator rights.
• Safeguard intellectual property.
• Support secure engineering collaboration.
• Facilitate international trade and logistics.
• Establish compliance with applicable laws and regulations.
• Protect confidential information.
• Define payment, shipping, manufacturing, and procurement processes.
• Establish acceptable use standards.
• Support secure electronic commerce.

1.3 Scope of Services

The Platform may provide, among other things:

• Industrial products
• Consumer products
• Engineering consulting
• Product design
• Prototype development
• Manufacturing coordination
• Global sourcing
• Procurement
• International logistics coordination
• Freight forwarding coordination
• Shipment tracking
• Supply chain management
• Marketplace technology
• Customer portals
• Vendor portals
• Innovation program participation
• Artificial intelligence tools
• Software applications
• APIs
• Technical documentation
• Product data management
• Commercialization assistance
• Licensing support
• Educational resources
• Digital downloads

JLT LLC may expand, modify, suspend, or discontinue services from time to time.

1.4 Applicability

These Terms apply to:

• Customers
• Vendors
• Suppliers
• Manufacturers
• Innovators
• Engineers
• Contractors
• Consultants
• Business partners
• Employees
• Investors (where applicable)
• Authorized representatives
• Visitors
• API users
• Software users
• Mobile application users

Each user agrees to comply with these Terms when accessing or using the Platform.

1.5 International Operations

JLT LLC operates in support of domestic and international commerce.

Transactions may involve:

• International procurement
• International shipping
• Cross-border logistics
• Customs brokerage coordination
• Freight forwarding coordination
• International manufacturing
• Product sourcing
• Engineering collaboration
• Digital service delivery

Users acknowledge that international transactions may be subject to customs requirements, taxes, duties, import regulations, export controls, licensing requirements, shipping restrictions, and other legal obligations.

Nothing in these Terms authorizes or requires conduct that would violate applicable laws. Where mandatory local laws apply and cannot legally be waived, those laws will govern to the extent required.

1.6 Acceptance

By:

• Creating an account
• Accessing the Platform
• Requesting a quotation
• Uploading documents
• Purchasing products
• Selling products
• Participating in the Innovation Program
• Using engineering services
• Using APIs
• Downloading software
• Uploading intellectual property
• Submitting payment
• Using logistics services

you acknowledge that you have read, understood, and agree to these Master Terms and Conditions.

ARTICLE 2

DEFINITIONS

2.1 Purpose

The following definitions apply throughout these Master Terms & Conditions unless the context clearly indicates otherwise. Defined terms include both singular and plural forms where appropriate.

2.2 “JLT LLC”

“JLT LLC,” “JLT,” “Company,” “we,” “our,” or “us” means Jay Logistics & Trade LLC, together with its affiliates, subsidiaries, successors, permitted assigns, authorized representatives, employees, contractors, agents, and service providers acting within the scope of their engagement.

2.3 “Platform”

“Platform” means the complete JLT LLC digital ecosystem, including all websites, customer portals, vendor portals, innovator portals, engineering portals, logistics systems, procurement systems, software applications, APIs, mobile applications, artificial intelligence tools, databases, communication systems, dashboards, and related technologies owned or operated by JLT LLC.

2.4 “Website”

“Website” means any internet domain, subdomain, landing page, or web application owned, licensed, or operated by JLT LLC.

2.5 “User”

“User” means any individual or organization that accesses, browses, registers for, or uses any portion of the Platform.

2.6 “Customer”

A “Customer” is any person, business, organization, or governmental entity that purchases, requests, licenses, or otherwise receives products or services from JLT LLC.

2.7 “Vendor”

A “Vendor” is any approved supplier, manufacturer, distributor, wholesaler, service provider, contractor, or commercial partner authorized to provide goods or services through or to JLT LLC.

2.8 “Supplier”

A “Supplier” means any business or organization providing raw materials, components, equipment, finished goods, software, or professional services to JLT LLC.

2.9 “Manufacturer”

A “Manufacturer” means any entity engaged in producing, assembling, fabricating, processing, or packaging products supplied to or through JLT LLC.

2.10 “Innovator”

An “Innovator” means any individual or organization participating in the JLT Innovation Program by submitting ideas, inventions, technologies, prototypes, software, research, intellectual property, or commercialization opportunities.

2.11 “Innovation Program”

The “JLT Innovation Program” means JLT LLC’s initiative for evaluating, developing, engineering, manufacturing, licensing, commercializing, or otherwise supporting new products, technologies, inventions, and intellectual property.

2.12 “Engineering Services”

“Engineering Services” means technical, professional, or consulting services offered by JLT LLC or its approved engineering partners, including design, analysis, drafting, prototyping, testing, documentation, simulation, project management, and related activities.

2.13 “Products”

“Products” means tangible goods offered through the Platform, including industrial products, consumer products, machinery, equipment, components, replacement parts, tools, engineered products, medical products (where applicable), electronics, agricultural products, construction materials, and other physical items.

2.14 “Services”

“Services” means professional, consulting, technical, logistics, engineering, procurement, software, AI, manufacturing coordination, sourcing, commercialization, training, inspection, and support services provided by JLT LLC.

2.15 “Digital Products”

“Digital Products” means downloadable or electronically delivered content, including software, technical documents, engineering files, templates, digital licenses, training materials, reports, and similar digital assets.

2.16 “Software”

“Software” means any application, executable program, source code, object code, firmware, scripts, APIs, plugins, libraries, integrations, mobile applications, web applications, or related software technologies made available by JLT LLC.

2.17 “Artificial Intelligence”

“Artificial Intelligence” or “AI” means machine learning models, generative AI tools, automation systems, recommendation engines, computer vision systems, natural language processing systems, and other AI-enabled technologies provided by or integrated into the Platform.

2.18 “Intellectual Property”

“Intellectual Property” or “IP” means patents, patent applications, inventions, copyrights, trademarks, service marks, trade names, logos, trade dress, trade secrets, know-how, confidential business information, software, databases, algorithms, engineering drawings, CAD files, technical documentation, designs, and other legally protected proprietary rights.

2.19 “Confidential Information”

“Confidential Information” means non-public business, technical, financial, operational, commercial, or proprietary information disclosed by JLT LLC or another authorized party, whether in written, oral, electronic, visual, or other form, that is identified as confidential or would reasonably be understood to be confidential under the circumstances.

2.20 “Prototype”

A “Prototype” means any preliminary, experimental, demonstration, pilot, proof-of-concept, or pre-production version of a product, component, system, or technology.

2.21 “Submission”

A “Submission” means any information, document, drawing, design, idea, invention, software, file, prototype, data set, communication, or other material provided to JLT LLC through the Platform or otherwise in connection with the Innovation Program or any other service.

2.22 “Order”

An “Order” means any request to purchase products or services submitted through the Platform or accepted by JLT LLC through other authorized channels.

2.23 “Quotation”

A “Quotation” or “Quote” means a non-binding estimate of pricing, specifications, delivery schedules, or commercial terms unless expressly stated otherwise in writing.

2.24 “Purchase Order”

A “Purchase Order” or “PO” means a written request issued by a customer to purchase products or services under specified commercial terms.

2.25 “Business Day”

A “Business Day” means a day on which JLT LLC is open for normal business operations, excluding weekends and officially observed public holidays designated by JLT LLC.

2.26 “Applicable Law”

“Applicable Law” means any law, regulation, ordinance, rule, code, court order, governmental requirement, or legally binding obligation applicable to the relevant transaction, service, product, or jurisdiction.

2.27 “Force Majeure Event”

A “Force Majeure Event” means an event beyond the reasonable control of the affected party that prevents or materially delays performance, including natural disasters, war, terrorism, labor disruptions, pandemics, cyberattacks, governmental actions, transportation interruptions, utility failures, or similar events.

2.28 “Third-Party Service Provider”

A “Third-Party Service Provider” means any independent entity providing payment processing, shipping, cloud hosting, identity verification, logistics, communications, analytics, or other services supporting the Platform.

2.29 “Payment Processor”

A “Payment Processor” means a third-party financial services provider authorized to process electronic payments on behalf of JLT LLC, subject to its own terms, applicable laws, and regulatory requirements.

2.30 “Account”

An “Account” means a registered user profile created to access one or more services or features of the Platform.

2.31 “Portal”

A “Portal” means a secure, authenticated area of the Platform designated for specific categories of users, including Customer, Vendor, Innovator, Engineering, or Administrative Portals.

2.32 “Documentation”

“Documentation” means manuals, specifications, drawings, instructions, technical publications, operating procedures, engineering reports, and other written or electronic materials relating to products or services.

2.33 “Commercialization”

“Commercialization” means activities undertaken to develop, manufacture, market, license, distribute, sell, or otherwise bring a product, technology, or service to market.

2.34 “Effective Date”

“Effective Date” means the date these Terms become legally binding as identified in the introductory section of this Agreement.

2.35 “Electronic Signature”

“Electronic Signature” means an electronic process or symbol attached to or logically associated with a record and executed with the intent to sign, where recognized under applicable law.

2.36 Interpretation

Unless the context requires otherwise:

• Headings are for convenience only and do not affect interpretation.
• References to the singular include the plural, and vice versa.
• References to one gender include all genders.
• The words “including,” “such as,” and similar expressions mean “including without limitation.”
• References to laws include amendments, replacements, and successor legislation, unless the context requires otherwise.

Drafting Note: As we continue building this manual, additional definitions (for example, Incoterms®, Export-Controlled Items, Restricted Party, Customer Content, Vendor Content, Open Source Software, AI Output, User-Generated Content, and Data Processing terms) can be added if they become necessary in later articles. This keeps the definitions section aligned with the substantive obligations that follow.

ARTICLE 3

ACCOUNT REGISTRATION, ELIGIBILITY & USER RESPONSIBILITIES

3.1 Purpose

This Article establishes the eligibility requirements, registration procedures, identity verification standards, account security obligations, and user responsibilities applicable to all individuals and organizations accessing or using the JLT LLC Platform.

3.2 Eligibility

To register for or use the Platform, each User represents and warrants that:

• They possess the legal capacity to enter into a binding agreement under applicable law.
• They are not prohibited by law from purchasing, selling, licensing, exporting, importing, or otherwise engaging in commercial activities through the Platform.
• They are not acting on behalf of any individual, organization, or government subject to applicable economic sanctions or legal restrictions.
• They will comply with all applicable local, state, provincial, national, and international laws governing their activities.
• They will provide complete, accurate, and current information during registration and throughout their use of the Platform.

JLT LLC reserves the right to deny registration or restrict Platform access where eligibility requirements are not satisfied.

3.3 Types of Accounts

The Platform may provide different categories of user accounts, including but not limited to:

Customer Accounts

Accounts for individuals and organizations purchasing products or services.

Vendor Accounts

Accounts for approved manufacturers, suppliers, distributors, logistics providers, and service providers.

Innovator Accounts

Accounts participating in the JLT Innovation Program, including inventors, researchers, startups, entrepreneurs, universities, and technology developers.

Engineering Accounts

Accounts for licensed engineers, engineering consultants, technical reviewers, designers, and approved engineering contractors.

Enterprise Accounts

Accounts established for commercial organizations, governmental agencies, educational institutions, nonprofit organizations, and strategic partners.

Administrative Accounts

Accounts used by authorized JLT LLC personnel for Platform administration and operational management.

JLT LLC may establish additional account classifications as business operations evolve.

3.4 Registration Requirements

Users may be required to provide:

• Full legal name
• Business name (where applicable)
• Email address
• Telephone number
• Physical address
• Billing address
• Shipping address
• Government-issued identification (where applicable)
• Business registration information
• Tax identification number
• Country of residence or incorporation
• Business classification
• Professional credentials (where applicable)

Additional documentation may be requested depending on the services being accessed.

3.5 Identity Verification

To protect the integrity of the Platform, JLT LLC may require identity verification before activating or maintaining an account.

Verification may include:

• Email verification
• Telephone verification
• Multi-factor authentication
• Government-issued identification
• Business registration documentation
• Tax documentation
• Proof of address
• Verification of beneficial ownership
• Verification through authorized third-party providers
• Additional documentation reasonably necessary to confirm identity

JLT LLC may suspend account activation until verification is successfully completed.

3.6 Business Verification

Business entities may be required to provide additional information, including:

• Articles of Incorporation
• Certificate of Formation
• Business Registration Certificate
• Business License
• Tax Registration
• VAT Registration (where applicable)
• Employer Identification Number (EIN)
• Directors or Officers (where applicable)
• Authorized Signatory Information
• Beneficial Ownership Information
• Banking Information (where applicable)

JLT LLC reserves the right to verify business information through public records or authorized third-party verification services.

3.7 Accuracy of Information

Users agree that all information provided to JLT LLC shall be:

• Accurate
• Complete
• Current
• Truthful
• Lawfully obtained

Users are responsible for promptly updating any information that becomes inaccurate or outdated.

Providing false, misleading, fraudulent, or incomplete information may result in account suspension, account termination, cancellation of transactions, or other appropriate actions.

3.8 Account Security

Each User is responsible for maintaining the security of their account.

Users agree to:

• Maintain the confidentiality of usernames and passwords.
• Use strong, unique passwords.
• Enable multi-factor authentication where available.
• Protect authentication credentials from unauthorized disclosure.
• Immediately notify JLT LLC of suspected unauthorized access or security incidents.
• Log out from shared or public devices after use.

Users remain responsible for activities conducted through their accounts unless otherwise required by applicable law.

3.9 Unauthorized Access

Users shall not:

• Access another person’s account without authorization.
• Attempt to bypass Platform security controls.
• Share login credentials except where expressly authorized.
• Use automated methods to gain unauthorized access.
• Attempt to compromise Platform infrastructure.

Unauthorized access may result in immediate suspension or termination of access and may be referred to appropriate authorities where required by law.

3.10 Account Monitoring

To protect Platform integrity and comply with applicable laws, JLT LLC may monitor account activity for:

• Fraud prevention
• Cybersecurity
• Identity verification
• Transaction integrity
• Compliance with applicable laws
• Detection of prohibited conduct
• Investigation of security incidents

Monitoring will be conducted in accordance with the JLT LLC Privacy Policy and applicable legal requirements.

3.11 Multiple Accounts

Unless expressly authorized by JLT LLC:

• Users shall maintain only one account for each intended purpose.
• Users shall not create duplicate accounts to circumvent Platform policies or restrictions.
• Organizations may authorize multiple employee accounts where supported by the Platform.

JLT LLC may consolidate, suspend, or remove duplicate accounts where appropriate.

3.12 Account Suspension or Termination

JLT LLC may suspend, restrict, or terminate an account when reasonably necessary to:

• Protect the security of the Platform.
• Investigate suspected fraud or unauthorized activity.
• Respond to legal or regulatory obligations.
• Enforce these Terms.
• Address repeated policy violations.
• Protect customers, vendors, or other users.
• Comply with lawful requests from governmental authorities.

Where appropriate and legally permissible, JLT LLC may provide notice and an opportunity to respond before taking such action.

3.13 Account Closure

Users may request closure of their accounts at any time, subject to:

• Completion of outstanding transactions.
• Payment of outstanding obligations.
• Retention of records where required by law or for legitimate business purposes.
• Resolution of active disputes or investigations.

Account closure does not automatically erase records that JLT LLC is required or permitted to retain under applicable law or its published policies.

3.14 Survival of Obligations

Termination or closure of an account does not affect obligations that, by their nature, continue after termination, including obligations relating to:

• Payment of outstanding amounts.
• Intellectual property rights.
• Confidentiality.
• Indemnification.
• Dispute resolution.
• Record retention.
• Compliance with applicable law.

This article establishes the framework for user accounts while avoiding commitments that could conflict with local laws or regulatory requirements. Subsequent articles can build on this foundation with more detailed rules for specific user groups, such as customers, vendors, and participants in the JLT Innovation Program.

ARTICLE 4

PRODUCTS, SERVICES & PLATFORM SCOPE

4.1 Purpose

This Article defines the products, professional services, digital technologies, engineering capabilities, logistics operations, innovation services, and other commercial offerings that may be provided by JLT LLC through the Platform.

Unless expressly stated in a separate written agreement, this Article does not guarantee the availability of any specific product or service and does not create an obligation for JLT LLC to provide every service described below.

4.2 Platform Overview

The JLT LLC Platform is a technology-enabled business platform designed to facilitate commercial transactions, engineering collaboration, innovation, manufacturing support, procurement, logistics coordination, and related business services.

The Platform may connect customers, vendors, manufacturers, engineers, innovators, logistics providers, commercial partners, educational institutions, government agencies, and other authorized users.

Services may be provided directly by JLT LLC, through affiliated entities, or by approved third-party providers.

4.3 Products

JLT LLC may offer, source, distribute, broker, procure, manufacture, license, or otherwise facilitate transactions involving a wide variety of lawful commercial products, including but not limited to:

Industrial Products

• Industrial machinery
• Heavy equipment
• Construction equipment
• Hydraulic systems
• Hydraulic cylinders
• Hydraulic pumps
• Final drives
• Travel motors
• Bearings
• Fasteners
• Industrial valves
• Mechanical components
• Power transmission equipment
• Pneumatic equipment
• Electrical components
• Control systems

Construction Products

• Carbon steel products
• Stainless steel products
• Structural steel
• Rebar
• Steel plate
• Steel coil
• Steel pipe
• Tubing
• Beams
• Channels
• Angles
• Wire mesh
• Fabricated steel products
• Building materials
• Infrastructure products

Agricultural Products

• Agricultural equipment
• Farm machinery
• Irrigation systems
• Implements
• Attachments
• Agricultural technology
• Harvesting equipment
• Replacement components

Transportation Products

• Commercial vehicles
• Truck equipment
• Trailers
• Trailer components
• Fleet equipment
• Cargo systems
• Vehicle accessories
• Transportation technology

Consumer Products

• Home improvement products
• Home accessories
• Consumer electronics
• Smart home technology
• Office products
• Outdoor equipment
• Lifestyle products
• Personal accessories

Electronics

• Electronic devices
• Printed Circuit Boards (PCB)
• Sensors
• Automation equipment
• Embedded electronics
• Communication equipment
• IoT devices
• Industrial electronics

Medical & Healthcare Products

Where authorized and in compliance with applicable law:

• Medical devices
• Healthcare equipment
• Diagnostic equipment
• Clinical products
• Rehabilitation products
• Hospital equipment

Products subject to healthcare regulations may require additional approvals and certifications before sale or distribution.

4.4 Engineering Services

JLT LLC may provide engineering and technical services including:

Mechanical Engineering

• Product design
• Mechanical analysis
• Machine design
• Equipment design
• Reverse engineering
• Design optimization

Electrical Engineering

• Electrical system design
• Control systems
• Circuit design
• PCB development
• Embedded systems
• Power systems

Industrial Engineering

• Manufacturing optimization
• Process improvement
• Production planning
• Quality management
• Lean manufacturing
• Operational efficiency

Product Development

• Concept development
• Prototype engineering
• Product testing coordination
• Design verification
• Technical validation
• Commercial readiness support

Technical Documentation

• Engineering drawings
• CAD documentation
• Technical manuals
• Bills of Materials (BOM)
• Specifications
• Assembly instructions
• Product documentation

Engineering services may be provided by JLT LLC personnel or qualified independent engineering professionals.

4.5 Innovation Program Services

Through the JLT Innovation Program, JLT LLC may provide services designed to support innovators, inventors, entrepreneurs, startups, universities, researchers, and businesses, including:

• Innovation intake and review
• Product feasibility evaluations
• Prototype planning
• Engineering collaboration
• Manufacturing assessments
• Commercialization consulting
• Licensing discussions
• Supply chain planning
• Product sourcing
• Market readiness evaluations
• Investor introductions, where available
• Technical documentation support

Participation in the Innovation Program does not guarantee acceptance, funding, commercialization, manufacturing, licensing, or investment.

4.6 Manufacturing Services

JLT LLC may coordinate manufacturing-related services, including:

• Prototype manufacturing
• Production sourcing
• Supplier identification
• Contract manufacturing coordination
• CNC machining
• Fabrication
• Assembly
• Quality inspections
• Production scheduling
• Packaging coordination
• Manufacturing project management

Manufacturing services may be performed by approved third-party manufacturers.

4.7 Procurement & Global Sourcing Services

JLT LLC may assist customers with:

• Supplier sourcing
• Vendor qualification
• Product procurement
• Strategic sourcing
• Global purchasing
• Factory coordination
• Price negotiations
• Supply chain management
• Procurement consulting

Supplier recommendations do not constitute a guarantee of supplier performance or product quality.

4.8 Logistics & Trade Services

JLT LLC may provide logistics-related services, including:

• Domestic logistics coordination
• International logistics coordination
• Freight forwarding coordination
• Ocean freight
• Air freight
• Ground transportation
• Rail transportation
• Warehousing coordination
• Customs documentation support
• Import and export coordination
• Shipment tracking
• Trade documentation assistance

Unless expressly agreed in writing, JLT LLC does not assume the legal obligations of a licensed customs broker, freight carrier, or transportation provider solely by facilitating logistics coordination.

4.9 Software & Digital Platform Services

The Platform may include:

• Customer portals
• Vendor portals
• Innovation portals
• Engineering portals
• Mobile applications
• Web applications
• APIs
• Dashboards
• Reporting tools
• Digital documentation
• Workflow automation
• Secure messaging
• File management
• Collaboration tools

Access to software features may depend on account type, subscription level, or separate agreements.

4.10 Artificial Intelligence Services

The Platform may incorporate artificial intelligence and automation technologies to support users with tasks such as document generation, product recommendations, workflow automation, analytics, translation, or other business functions.

AI-generated outputs are intended to assist users and should be independently reviewed where appropriate. Users remain responsible for decisions made based on AI-assisted information.

4.11 Service Availability

Products and services may vary based on:

• Geographic location
• Regulatory requirements
• Supplier availability
• Technical feasibility
• Inventory
• Licensing requirements
• Business capacity
• Applicable law

JLT LLC reserves the right to modify, suspend, discontinue, or introduce products and services at its discretion, subject to applicable law and existing contractual commitments.

4.12 No Professional Advice

Unless expressly stated in a separate written agreement, information provided through the Platform is offered for general informational purposes and does not constitute legal, tax, accounting, financial, engineering certification, medical, or other regulated professional advice.

Users should obtain advice from qualified professionals where appropriate.

ARTICLE 5

CUSTOMER ORDERS, QUOTATIONS, PRICING & PURCHASING PROCEDURES

5.1 Purpose

This Article establishes the procedures governing quotations, proposals, pricing, purchase orders, online orders, order acceptance, payment authorization, fulfillment, modifications, cancellations, and related commercial transactions conducted through the JLT LLC Platform.

These provisions apply to all products and services offered through the Platform unless superseded by a separate written agreement.

5.2 Request for Quotation (RFQ)

Customers may submit a Request for Quotation (“RFQ”) through the Platform for products, engineering services, manufacturing projects, logistics services, procurement assistance, consulting services, or other commercial offerings.

An RFQ may require:

• Product description
• Product specifications
• Technical drawings
• CAD files
• Quantity requested
• Delivery location
• Required delivery schedule
• Applicable standards or certifications
• Project requirements
• Budget information (optional)
• Supporting documentation

Submission of an RFQ does not create a contract or obligate JLT LLC to provide a quotation or enter into a transaction.

5.3 Quotations

Quotations issued by JLT LLC are estimates based on the information available at the time of issuance.

Unless otherwise stated in writing, quotations:

• Are non-binding.
• May be subject to expiration.
• Are subject to supplier confirmation.
• Are subject to inventory availability.
• May require engineering review.
• May require technical clarification.
• May be revised due to changes in specifications, material costs, labor costs, transportation costs, taxes, duties, exchange rates, or other commercial factors.

JLT LLC reserves the right to revise or withdraw a quotation before acceptance.

5.4 Product Information

Product descriptions, specifications, photographs, renderings, dimensions, technical drawings, engineering data, pricing information, videos, animations, and marketing materials are provided for informational purposes.

Unless expressly guaranteed in writing:

• Images may be representative only.
• Product colors may vary.
• Dimensions may vary within commercially reasonable manufacturing tolerances.
• Product specifications may change without prior notice.
• Manufacturers may improve or redesign products.
• Availability is not guaranteed.

Customers are responsible for confirming that a product meets their intended requirements before purchase.

5.5 Pricing

Product and service pricing displayed on the Platform may include:

• Unit pricing
• Bulk pricing
• Volume discounts
• Promotional pricing
• Subscription pricing
• Deposit pricing
• Project pricing
• Custom quotation pricing

Unless expressly stated otherwise:

• Prices are displayed in the designated currency shown on the Platform.
• Prices exclude applicable taxes, duties, customs fees, brokerage charges, insurance, shipping costs, and other governmental assessments.
• Currency conversion rates are estimates and may vary based on financial institution processing.

Pricing errors resulting from typographical, technical, or system errors may be corrected by JLT LLC prior to order acceptance.

5.6 Purchase Orders

Business customers may submit Purchase Orders (“POs”) through the Platform or other approved communication channels.

Acceptance of a Purchase Order is subject to:

• Technical review
• Commercial review
• Inventory availability
• Manufacturing capacity
• Credit approval (where applicable)
• Payment verification
• Compliance review
• Export control review
• Applicable legal requirements

Receipt of a Purchase Order does not constitute acceptance by JLT LLC.

5.7 Order Acceptance

An order becomes accepted only when JLT LLC provides written confirmation through the Platform, email, purchase order acknowledgment, invoice, or other authorized communication.

Prior to acceptance, JLT LLC may:

• Request additional documentation.
• Clarify technical requirements.
• Verify customer identity.
• Verify payment information.
• Confirm inventory.
• Conduct compliance reviews.
• Review shipping restrictions.
• Verify engineering specifications.
• Request additional approvals.

JLT LLC reserves the right to decline any order consistent with applicable law and these Terms.

5.8 Engineering Review

Orders involving custom products, prototypes, engineering services, manufacturing projects, or technical modifications may require engineering review before acceptance.

Engineering review may include:

• Technical feasibility
• Safety considerations
• Manufacturing capability
• Material availability
• Design verification
• Regulatory considerations
• Production scheduling
• Estimated lead times

Engineering recommendations do not constitute guarantees of performance unless expressly provided in a written agreement.

5.9 Manufacturing Review

Manufacturing-related orders may require evaluation of:

• Production capacity
• Material sourcing
• Factory scheduling
• Supplier capability
• Tooling requirements
• Prototype development
• Quality requirements
• Inspection procedures
• Packaging requirements

Manufacturing timelines remain estimates unless specifically guaranteed in writing.

5.10 Logistics Review

Orders involving domestic or international shipment may require logistics review, including:

• Delivery location
• Freight options
• Packaging requirements
• Hazardous material classification
• Customs documentation
• Import licensing
• Export licensing
• Transportation restrictions
• Insurance requirements

Estimated shipping dates may change based on carrier availability, customs procedures, governmental actions, weather events, labor disruptions, or other factors beyond JLT LLC’s reasonable control.

5.11 Order Modifications

Customers may request modifications before production or shipment.

Modification requests may include:

• Quantity changes
• Product substitutions
• Shipping address updates
• Delivery schedule changes
• Engineering revisions
• Technical specification changes
• Packaging requests

Modification requests become effective only after written approval by JLT LLC.

Changes may affect pricing, production schedules, shipping timelines, or other commercial terms.

5.12 Order Cancellation

Customers may request cancellation of an order before shipment or commencement of services.

Cancellation requests are subject to:

• Manufacturing status
• Procurement status
• Production commitments
• Customization
• Supplier obligations
• Engineering work completed
• Materials purchased
• Applicable contractual obligations

Certain products or services, including custom-engineered items, made-to-order products, prototypes, digital products, software licenses, or completed professional services, may not be eligible for cancellation except as required by law.

5.13 Backorders

If inventory is unavailable, JLT LLC may:

• Place products on backorder.
• Offer substitute products.
• Provide revised delivery estimates.
• Cancel unavailable portions of an order.
• Issue refunds where appropriate and consistent with applicable law.

Customers will be notified when reasonably practicable of significant delays affecting their orders.

5.14 Partial Shipments

Unless otherwise agreed in writing, JLT LLC may fulfill orders through partial shipments when commercially reasonable.

Partial shipments may occur due to:

• Inventory availability
• Manufacturing schedules
• Supplier deliveries
• Transportation constraints
• International logistics

Where applicable, customers will be informed of remaining quantities and estimated delivery schedules.

5.15 Refusal of Orders

JLT LLC reserves the right to refuse or cancel an order when reasonably necessary, including where:

• Payment cannot be verified.
• Required compliance reviews cannot be completed.
• Applicable law prohibits the transaction.
• Products are unavailable.
• Technical specifications cannot be met.
• Fraud or unauthorized activity is reasonably suspected.
• Export or import restrictions apply.
• Required licenses or approvals are unavailable.
• Safety concerns exist.

Where feasible and appropriate, JLT LLC will communicate the reason for refusal or cancellation, subject to legal, regulatory, and security considerations.

5.16 Electronic Records

Customers acknowledge that electronic quotations, purchase orders, invoices, order confirmations, shipping notices, and related communications may constitute official business records and may be retained by JLT LLC in accordance with applicable law and its record retention policies.

5.17 Customer Responsibilities

Customers are responsible for:

• Reviewing quotations and order details before acceptance.
• Providing accurate specifications and shipping information.
• Promptly notifying JLT LLC of errors or changes.
• Obtaining any required permits, licenses, or approvals applicable to their intended use of the products or services.
• Complying with applicable import, export, customs, tax, and other legal requirements associated with their purchase and use of the products or services.

ARTICLE 6

PAYMENTS, BILLING & FINANCIAL TRANSACTIONS

6.1 Purpose

This Article establishes the policies governing payments, invoicing, billing, deposits, refunds, payment verification, fraud prevention, taxes, financial compliance, and related commercial transactions conducted through the JLT LLC Platform.

JLT LLC is committed to maintaining secure payment processes, protecting customers and business partners from fraud, and complying with applicable financial laws and regulations.

6.2 Accepted Payment Methods

JLT LLC may accept one or more payment methods, including:

Electronic Payments

• Credit Cards
• Debit Cards
• Digital Wallets
• Bank Transfers
• ACH Transfers
• Wire Transfers

Commercial Payments

• Purchase Orders (Approved Customers)
• Letters of Credit
• Documentary Collections
• Escrow Services (where available)
• Milestone Payments
• Progress Payments

Other Approved Methods

Additional payment methods may be offered depending on:

• Customer location
• Transaction value
• Commercial relationship
• Applicable law
• Available payment processors

JLT LLC reserves the right to add, remove, or modify accepted payment methods.

6.3 Payment Authorization

By submitting payment information, Customers represent and warrant that:

• They are authorized to use the selected payment method.
• Payment information is accurate and current.
• Sufficient funds or available credit exist.
• The transaction does not violate applicable law.
• The payment is not made on behalf of any prohibited individual or entity.

Submission of payment information authorizes JLT LLC and its approved payment service providers to process the transaction in accordance with these Terms.

6.4 Payment Processing

Payments may be processed by approved third-party payment processors.

JLT LLC may utilize secure payment technologies to facilitate:

• Payment authorization
• Payment capture
• Settlement
• Refund processing
• Chargeback management
• Fraud prevention
• Transaction monitoring

Processing of payment information is subject to the terms and privacy practices of the applicable payment processor.

6.5 Currency

The Platform may display prices in one or more currencies.

Unless otherwise specified:

• Transactions will be processed in the designated transaction currency.
• Currency conversion rates are determined by financial institutions or payment providers.
• Exchange rate fluctuations may affect the final amount charged.

JLT LLC is not responsible for exchange rate differences imposed by financial institutions.

6.6 Deposits

Certain transactions may require an advance deposit before work begins.

Deposits may be required for:

• Engineering projects
• Prototype development
• Custom manufacturing
• Large commercial orders
• International procurement
• Special-order products
• Long-lead-time products
• Consulting engagements

Deposit amounts may vary based on project scope, commercial risk, supplier requirements, or other factors.

Unless otherwise required by law or agreed in writing, deposits may be non-refundable once work has commenced or commitments have been made to suppliers.

6.7 Milestone Payments

Certain services may be invoiced according to project milestones.

Milestones may include:

• Engineering approval
• Prototype completion
• Production commencement
• Manufacturing completion
• Quality inspection
• Shipment release
• Installation
• Project completion

Failure to make required milestone payments may delay project progress or result in suspension of services.

6.8 Invoices

Invoices may include:

• Product pricing
• Service fees
• Engineering charges
• Manufacturing charges
• Freight charges
• Packaging
• Customs documentation fees
• Taxes
• Government fees
• Insurance
• Other applicable charges

Invoices are payable according to the payment terms specified on the invoice unless otherwise agreed in writing.

6.9 Taxes

Customers are responsible for applicable:

• Sales taxes
• Use taxes
• Value Added Tax (VAT)
• Goods and Services Tax (GST)
• Excise taxes
• Import duties
• Export duties
• Customs fees
• Government assessments
• Similar governmental charges

Where JLT LLC is legally required to collect taxes, such taxes will be added to the transaction as required by applicable law.

Customers claiming tax exemptions may be required to provide valid exemption documentation.

6.10 Payment Verification

JLT LLC reserves the right to verify payments before processing orders.

Verification procedures may include:

• Identity verification
• Billing address verification
• Card verification
• Multi-factor authentication
• Financial institution verification
• Business verification
• Transaction review
• Risk assessment

Orders may be delayed until verification is completed.

6.11 Fraud Prevention

To protect customers, vendors, and the integrity of the Platform, JLT LLC may implement fraud prevention measures, including:

• Transaction monitoring
• Velocity checks
• Device analysis
• IP address analysis
• Geolocation review
• Address verification
• Payment verification
• Identity verification
• Risk scoring
• Manual transaction review

JLT LLC may suspend, decline, or cancel transactions where fraud or unauthorized activity is reasonably suspected.

6.12 Financial Compliance

JLT LLC may maintain procedures designed to support compliance with applicable financial laws and regulations, including measures related to:

• Anti-money laundering (AML)
• Countering the financing of terrorism (CFT)
• Economic sanctions
• Know Your Customer (KYC)
• Payment fraud prevention
• Anti-corruption
• Recordkeeping
• Regulatory reporting

Additional information or documentation may be requested where reasonably necessary to comply with applicable legal obligations.

6.13 Refunds

Refund eligibility depends upon:

• Product type
• Service type
• Manufacturing status
• Delivery status
• Applicable law
• Written contractual terms
• Published refund policies

Approved refunds will generally be issued to the original payment method where feasible, unless otherwise required by law or agreed by the parties.

Certain products or services may not be refundable, including:

• Custom-manufactured products
• Personalized products
• Completed engineering services
• Completed consulting services
• Downloaded digital products
• Software licenses that have been activated
• Other items identified as non-returnable under applicable law or written agreement

6.14 Chargebacks & Payment Disputes

Customers are encouraged to contact JLT LLC before initiating a payment dispute or chargeback.

Where a chargeback or payment dispute occurs, JLT LLC may:

• Investigate the transaction.
• Request supporting documentation.
• Suspend order fulfillment.
• Delay future transactions.
• Respond to payment processor inquiries.
• Take other actions permitted by applicable law and payment processor rules.

Fraudulent or abusive chargebacks may result in restrictions on future use of the Platform.

6.15 Payment Delinquency

If payment is not received when due, JLT LLC may, where permitted by applicable law:

• Suspend performance of services.
• Delay manufacturing or shipment.
• Place accounts on credit hold.
• Require advance payment for future orders.
• Cancel unfulfilled orders.
• Pursue collection of outstanding amounts through lawful means.

Nothing in this section limits any rights or remedies available under applicable law or contract.

6.16 Credit Accounts

JLT LLC may, at its discretion, extend commercial credit to approved business customers.

Approval may be based on:

• Creditworthiness
• Financial history
• Commercial references
• Transaction history
• Business verification
• Other commercially reasonable criteria

Credit limits, payment terms, and continued eligibility may be modified or withdrawn at any time, subject to applicable law and existing contractual obligations.

6.17 Record Retention

JLT LLC may retain payment and billing records as required by:

• Applicable law
• Tax regulations
• Accounting standards
• Audit requirements
• Fraud prevention obligations
• Legitimate business needs

Retention periods will be determined in accordance with applicable legal requirements and JLT LLC’s record retention policies.

6.18 Customer Responsibilities

Customers agree to:

• Provide accurate payment information.
• Promptly notify JLT LLC of billing errors.
• Maintain current payment methods where recurring payments apply.
• Comply with applicable financial laws.
• Pay all amounts due under accepted orders and agreements.
• Cooperate with reasonable verification requests made to protect against fraud or comply with legal obligations.

Failure to comply with these responsibilities may result in delayed transactions, suspension of services, or other actions consistent with these Terms and applicable law.

ARTICLE 7

SHIPPING, LOGISTICS, DELIVERY & INTERNATIONAL TRADE

7.1 Purpose

This Article establishes the policies governing domestic and international shipping, transportation, freight forwarding coordination, warehousing, customs compliance, import and export activities, delivery obligations, shipment documentation, risk allocation, and related logistics services offered through the JLT LLC Platform.

JLT LLC provides technology-enabled logistics coordination and commercial support to facilitate lawful domestic and international trade while working with approved carriers, manufacturers, logistics providers, freight forwarders, customs service providers, and other commercial partners.

7.2 Scope of Logistics Services

JLT LLC may provide or coordinate services including, but not limited to:

Domestic Logistics

• Ground transportation
• Less-than-Truckload (LTL)
• Full Truckload (FTL)
• Expedited transportation
• Courier services
• Last-mile delivery
• White-glove delivery
• Scheduled deliveries
• Warehouse transfers

International Logistics

• Ocean Freight
• Air Freight
• Rail Freight
• Multimodal Transportation
• Consolidated Freight
• Containerized Shipping
• Break Bulk Cargo
• Project Cargo
• Oversized Cargo
• Heavy Equipment Transportation

Supply Chain Services

• Procurement coordination
• Inventory planning
• Supplier coordination
• Factory scheduling
• Cargo consolidation
• Warehouse coordination
• Distribution support
• Shipment visibility
• Transportation planning

Documentation Services

Where applicable, JLT LLC may assist with preparation or coordination of commercial documentation, including:

• Commercial Invoices
• Packing Lists
• Bills of Lading
• Air Waybills
• Certificates of Origin
• Inspection Certificates
• Export Documentation
• Import Documentation
• Shipping Instructions
• Cargo Manifests
• Other trade documentation

Documentation assistance does not constitute legal, customs brokerage, or regulatory advice.

7.3 Freight Forwarding Coordination

Unless expressly stated in a separate written agreement, JLT LLC acts as a logistics coordinator and commercial facilitator.

JLT LLC may coordinate services with:

• Ocean carriers
• Air carriers
• Rail carriers
• Motor carriers
• Freight forwarders
• Warehouses
• Distribution centers
• Customs brokers
• Inspection companies
• Insurance providers

The performance of these independent providers remains subject to their own contractual obligations and applicable law.

7.4 Carrier Selection

Transportation providers may be selected based on factors including:

• Delivery schedule
• Destination
• Product characteristics
• Customer preferences
• Regulatory requirements
• Cost considerations
• Capacity availability
• Service reliability

JLT LLC reserves the right to modify transportation arrangements when commercially reasonable or necessary to fulfill customer requirements.

7.5 Shipping Estimates

Estimated shipping dates and delivery schedules are provided for planning purposes only.

Actual delivery times may be affected by:

• Manufacturing schedules
• Supplier delays
• Customs inspections
• Port congestion
• Carrier availability
• Weather conditions
• Government inspections
• National emergencies
• Labor disputes
• Transportation disruptions
• Security inspections
• Force Majeure Events

Estimated delivery dates do not constitute guaranteed delivery commitments unless expressly stated in writing.

7.6 Shipping Charges

Shipping charges may include:

• Transportation charges
• Fuel surcharges
• Packaging
• Handling
• Export documentation
• Import documentation
• Customs processing
• Cargo insurance (if purchased)
• Port fees
• Terminal handling charges
• Warehousing charges
• Storage charges
• Government assessments
• Other applicable logistics costs

Shipping charges may be adjusted when:

• Shipment dimensions change.
• Weight differs from original estimates.
• Carrier pricing changes.
• Government fees change.
• Customs requirements change.
• Routing changes become necessary.

7.7 International Trade Compliance

Customers acknowledge that international transactions may be subject to:

• Export control regulations
• Import regulations
• Customs laws
• Trade restrictions
• Licensing requirements
• Government approvals
• Product certifications
• Product safety regulations
• Sanctions regulations
• Economic embargoes
• Environmental regulations

Customers remain responsible for complying with all applicable legal requirements governing their purchases and shipments.

JLT LLC reserves the right to suspend or decline shipments where compliance concerns arise.

7.8 Export Controls

Certain products, technologies, software, engineering data, technical documentation, prototypes, or digital products may be subject to export control laws.

Customers agree not to:

• Export restricted products without required authorization.
• Re-export products contrary to applicable law.
• Transfer controlled technology to unauthorized persons.
• Use products in prohibited end uses where such use is restricted by applicable law.

JLT LLC may request additional information regarding the intended end use, destination, or end user before approving a transaction.

7.9 Import Responsibilities

Unless otherwise agreed in writing, customers are responsible for:

• Import permits
• Customs clearance
• Duties
• Taxes
• Regulatory approvals
• Local licensing
• Product registration
• Compliance with destination-country laws

JLT LLC may assist with documentation but does not assume the customer’s legal obligations regarding import compliance unless expressly agreed.

7.10 Customs

Customs authorities may:

• Inspect shipments
• Delay shipments
• Request additional documentation
• Assess duties or taxes
• Require product testing
• Require product certification
• Refuse entry
• Seize shipments where authorized by law

JLT LLC is not responsible for actions taken by governmental authorities beyond its reasonable control.

7.11 Restricted Products

Certain products may be subject to additional legal restrictions due to their nature.

Depending on applicable law, additional documentation or approvals may be required for products such as:

• Medical devices
• Industrial machinery
• Electronics
• Communication equipment
• Software
• Encryption technologies
• Chemicals
• Batteries
• Agricultural products
• Hazardous materials

JLT LLC reserves the right to refuse shipment where required legal documentation cannot be obtained.

7.12 Delivery

Delivery is considered completed in accordance with the applicable commercial terms, shipping agreement, or Incoterms® rule specified for the transaction.

Customers should inspect shipments promptly upon receipt.

If visible shipping damage is observed, customers should:

• Note the damage with the carrier where appropriate.
• Photograph the shipment.
• Preserve packaging where reasonably possible.
• Notify JLT LLC within the timeframe specified in the applicable claims policy.

7.13 Inspection of Goods

Customers are responsible for inspecting products within a commercially reasonable period after delivery.

Inspection should include:

• Quantity verification
• Product identification
• Shipping damage
• Obvious manufacturing defects
• Packaging condition

Failure to report issues within the applicable contractual or legal timeframe may affect available remedies, subject to mandatory consumer protection laws.

7.14 Risk of Loss

Unless otherwise provided by mandatory law or expressly agreed in writing, the allocation of risk of loss and responsibility for transportation shall be determined by the agreed commercial shipping terms or applicable Incoterms® rule.

Customers should review the agreed shipping terms to understand when responsibility transfers during transportation.

7.15 Warehousing

Where warehousing or temporary storage services are coordinated:

• Inventory records may be maintained.
• Storage charges may apply.
• Storage periods may be limited.
• Products not collected within agreed timeframes may be subject to additional fees or other remedies permitted by law or contract.

7.16 Cargo Insurance

Cargo insurance is not automatically included unless specifically purchased or agreed in writing.

Customers are encouraged to evaluate whether cargo insurance is appropriate for their shipment based on the value, nature, destination, and transportation method of the goods.

Where cargo insurance is arranged, coverage is subject to the applicable insurance policy terms, exclusions, and conditions.

7.17 Delays Beyond Reasonable Control

JLT LLC shall not be responsible for delays resulting from circumstances beyond its reasonable control, including:

• Natural disasters
• Armed conflict
• Terrorism
• Government actions
• Customs inspections
• Port congestion
• Transportation interruptions
• Cybersecurity incidents
• Public health emergencies
• Utility failures
• Labor disputes
• Carrier operational issues

JLT LLC will use commercially reasonable efforts to communicate significant delays when information becomes available.

7.18 Customer Responsibilities

Customers agree to:

• Provide accurate shipping information.
• Ensure delivery locations are legally accessible.
• Obtain required import approvals where applicable.
• Cooperate with customs or regulatory requests related to their shipments.
• Promptly notify JLT LLC of changes affecting shipment or delivery.
• Comply with all applicable import, export, transportation, customs, tax, and trade laws relevant to their transactions.

Failure to satisfy these responsibilities may result in shipment delays, additional charges, cancellation of services, or other actions consistent with these Terms and applicable law.

ARTICLE 8

EXPORT CONTROLS, ECONOMIC SANCTIONS, ANTI-MONEY LAUNDERING (AML), KNOW YOUR CUSTOMER (KYC) & GLOBAL TRADE COMPLIANCE

8.1 Purpose

JLT LLC is committed to conducting business ethically, lawfully, and responsibly while supporting secure domestic and international commerce.

This Article establishes the compliance obligations applicable to all Customers, Vendors, Innovators, Manufacturers, Engineering Partners, Logistics Providers, Contractors, Employees, Consultants, Investors, and other Users of the Platform.

The purpose of this Article is to support compliance with applicable laws relating to:

• International trade
• Export controls
• Import regulations
• Economic sanctions
• Anti-Money Laundering (AML)
• Countering the Financing of Terrorism (CFT)
• Know Your Customer (KYC)
• Anti-Corruption
• Anti-Bribery
• Customs compliance
• Trade security
• Financial crime prevention
• Supply chain integrity

Nothing in this Agreement authorizes conduct that would violate applicable law. Where mandatory legal requirements apply, those requirements control to the extent required.

8.2 Compliance Commitment

JLT LLC maintains a risk-based compliance program designed to promote lawful international commerce and protect the integrity of its Platform.

The Company may implement procedures intended to:

• Verify customer identity.
• Verify vendor identity.
• Verify beneficial ownership where appropriate.
• Screen transactions for sanctions compliance.
• Monitor transactions for indicators of fraud or financial crime.
• Review export-controlled products and technologies.
• Review shipping destinations and routing.
• Maintain appropriate business records.
• Cooperate with lawful governmental requests where required.

These measures are intended to support compliance with applicable legal obligations and contractual requirements with payment processors, financial institutions, logistics providers, and commercial partners.

8.3 Customer Due Diligence (CDD)

JLT LLC may perform Customer Due Diligence (“CDD”) before or during the course of a business relationship.

CDD measures may include:

• Identity verification.
• Business verification.
• Address verification.
• Tax identification verification.
• Verification of authorized representatives.
• Review of publicly available business information.
• Review of beneficial ownership information where appropriate.
• Collection of supporting documentation reasonably necessary for compliance.

The level of due diligence may vary depending on the nature of the transaction, applicable legal requirements, and the assessed level of risk.

8.4 Enhanced Due Diligence (EDD)

For transactions or relationships presenting elevated compliance risks, JLT LLC may conduct Enhanced Due Diligence (“EDD”).

EDD may include:

• Additional identity verification.
• Source of funds inquiries where appropriate.
• Source of wealth inquiries where appropriate.
• Review of corporate ownership structures.
• Verification of ultimate beneficial owners.
• Review of transaction purpose.
• Review of end users.
• Review of end use.
• Review of shipping routes.
• Review of supporting commercial documentation.
• Additional management approval prior to proceeding.

JLT LLC reserves the right to decline or suspend transactions where enhanced review cannot be satisfactorily completed.

8.5 Know Your Customer (KYC)

Customers may be required to provide information reasonably necessary to establish their identity and the legitimacy of their commercial activities.

Information requested may include:

• Full legal name.
• Business registration information.
• Government-issued identification.
• Tax identification numbers.
• Proof of address.
• Contact information.
• Authorized representative information.
• Corporate ownership information.
• Other documentation reasonably necessary to comply with applicable legal or contractual obligations.

Failure to provide requested information may result in delayed processing, restricted services, or denial of account access.

8.6 Know Your Business (KYB)

Business entities may be required to complete Know Your Business (“KYB”) verification.

KYB verification may include:

• Legal business name.
• Business registration number.
• Articles of Incorporation or equivalent formation documents.
• Business licenses.
• Tax registrations.
• Principal place of business.
• Names of directors or officers where appropriate.
• Ultimate beneficial ownership information where appropriate.
• Verification through authorized third-party providers.

8.7 Economic Sanctions Compliance

JLT LLC seeks to avoid transactions that would violate applicable economic sanctions laws.

Accordingly, JLT LLC may implement reasonable measures designed to identify transactions involving sanctioned persons, entities, or destinations where prohibited by applicable law.

These measures may include:

• Customer screening.
• Vendor screening.
• Business screening.
• Shipping destination review.
• End-user review.
• Transaction monitoring.
• Address verification.
• Geographic risk analysis.
• Payment method review.
• Manual compliance review where appropriate.

If a transaction raises sanctions concerns, JLT LLC may delay, reject, suspend, or terminate the transaction consistent with applicable law.

8.8 Export Control Compliance

Certain products, software, technology, technical data, engineering services, or digital content may be subject to export control laws.

Users agree that they will not:

• Export products contrary to applicable export laws.
• Re-export products without required authorization where applicable.
• Transfer controlled technical information to unauthorized recipients.
• Misrepresent the intended end use or end user.
• Circumvent export licensing requirements.

Customers remain responsible for obtaining any authorizations required for their intended activities unless otherwise agreed in writing.

8.9 End User & End Use Verification

JLT LLC may request information regarding:

• Intended end user.
• Intended end use.
• Ultimate destination.
• Intermediate consignees.
• Freight routing.
• Project details.
• Product application.

Transactions may be delayed or declined where required information cannot be reasonably verified.

8.10 Payment Compliance

To support secure payment processing, JLT LLC may employ measures such as:

• Payment verification.
• Address verification.
• Device and session monitoring.
• Transaction review.
• Risk-based fraud detection.
• Geolocation review.
• Velocity monitoring.
• Chargeback monitoring.
• Manual compliance review.

JLT LLC may cooperate with payment processors in accordance with applicable law and contractual obligations.

8.11 Anti-Money Laundering (AML)

JLT LLC maintains a risk-based program intended to help identify and deter transactions that may involve money laundering or other financial crimes.

Users agree not to use the Platform to:

• Conceal the source of funds.
• Conduct fraudulent transactions.
• Facilitate unlawful financial activity.
• Circumvent financial regulations.
• Engage in deceptive commercial practices.

Where required or appropriate, JLT LLC may report or respond to suspicious activity in accordance with applicable law.

8.12 Anti-Bribery & Anti-Corruption

Users shall not use the Platform to:

• Offer, promise, authorize, solicit, or accept bribes or improper payments.
• Influence public officials or private parties through unlawful means.
• Conceal improper financial transactions.
• Falsify business records.
• Circumvent anti-corruption laws.

JLT LLC expects all users to conduct business with honesty, integrity, and transparency.

8.13 Trade Documentation

Customers and Vendors shall provide complete and accurate commercial documentation, including where applicable:

• Commercial invoices.
• Packing lists.
• Certificates of origin.
• Export documentation.
• Import documentation.
• Bills of Lading.
• Air Waybills.
• Inspection certificates.
• Product certifications.
• Other documentation reasonably necessary to support lawful international trade.

False or misleading documentation may result in suspension or termination of business relationships.

8.14 Monitoring & Compliance Reviews

JLT LLC reserves the right to conduct periodic compliance reviews of accounts and transactions.

Reviews may include:

• Identity verification.
• Business verification.
• Documentation review.
• Transaction analysis.
• Shipping review.
• Payment review.
• Product classification review.
• Regulatory compliance review.

Additional information may be requested during the course of these reviews.

8.15 Recordkeeping

JLT LLC may retain compliance-related records for periods required by applicable law or reasonably necessary for legitimate business, audit, regulatory, or contractual purposes.

Records may include:

• Customer information.
• Vendor information.
• Transaction records.
• Shipping documentation.
• Compliance review records.
• Payment records.
• Communications related to compliance matters.

8.16 Cooperation

Users agree to cooperate with reasonable compliance requests, including requests for documentation, clarification, or verification necessary to satisfy legal obligations or protect the integrity of the Platform.

Failure to cooperate may result in delayed transactions, restricted services, suspension, or termination of the business relationship where consistent with applicable law.

8.17 Suspension & Refusal of Transactions

JLT LLC reserves the right to refuse, suspend, delay, restrict, or terminate any transaction or account where it reasonably determines that doing so is necessary to:

• Comply with applicable law.
• Protect the Platform from fraud or abuse.
• Address unresolved compliance concerns.
• Respond to lawful governmental or judicial requests.
• Protect customers, vendors, employees, or business partners.
• Preserve the integrity and security of the Platform.

Where appropriate and legally permissible, JLT LLC may provide notice of such action; however, in certain circumstances disclosure may be limited by law or necessary to protect ongoing investigations or security measures.

8.18 User Certification

By using the Platform, Users certify that:

• The information they provide is accurate and complete.
• They will comply with applicable trade, customs, financial, and sanctions laws relevant to their activities.
• They will not knowingly use the Platform to facilitate unlawful transactions.
• They understand that JLT LLC may conduct reasonable compliance reviews and request supporting documentation as part of its risk-based compliance program.

ARTICLE 9

INTELLECTUAL PROPERTY, INNOVATION PROGRAM, CONFIDENTIAL INFORMATION & LICENSING

9.1 Purpose

This Article establishes the legal framework governing intellectual property rights, confidential information, innovation submissions, engineering projects, commercialization activities, licensing arrangements, technology development, software, artificial intelligence, prototypes, research, and related materials submitted to or developed through the JLT LLC Platform.

JLT LLC is committed to respecting intellectual property rights while providing a secure environment for innovators, customers, vendors, engineers, manufacturers, researchers, investors, and commercial partners to collaborate on the development and commercialization of products, technologies, and services.

Nothing in this Article transfers ownership of intellectual property except as expressly provided in a separate written agreement.

9.2 Scope

This Article applies to all intellectual property and related materials submitted to, created on, exchanged through, or otherwise associated with the Platform, including:

• Inventions
• Patent applications
• Utility patents
• Design patents
• Copyrights
• Trademarks
• Trade dress
• Trade secrets
• Know-how
• Industrial designs
• Product concepts
• Business concepts
• Research
• Technical documentation
• Engineering drawings
• CAD files
• CAM files
• STEP files
• STL files
• DWG files
• DXF files
• Bills of Materials (BOM)
• Source code
• Object code
• Firmware
• Software
• Mobile applications
• APIs
• AI models
• AI prompts
• AI-assisted outputs
• Databases
• Product renderings
• Simulations
• Product specifications
• Manufacturing documentation
• Test reports
• Prototype data
• Marketing concepts
• Product branding
• Domain names
• Logos
• Multimedia content
• Training materials
• Videos
• Images
• Product photography
• Digital assets
• Documentation uploaded to the Platform
• Any other intellectual property recognized under applicable law.

9.3 Ownership of Existing Intellectual Property

Except as expressly agreed in a separate written agreement:

• Each party retains ownership of the intellectual property it owned before engaging with JLT LLC (“Background Intellectual Property”).
• Submission of Background Intellectual Property to the Platform does not, by itself, transfer ownership to JLT LLC or any other user.
• No ownership rights are created by mere access to or review of another party’s intellectual property.

Nothing in these Terms prevents the parties from entering into separate assignment, licensing, joint development, or commercialization agreements.

9.4 Innovation Program Submissions

Innovators may submit ideas, inventions, prototypes, technologies, software, documentation, or other materials through the JLT Innovation Program.

Submission of materials through the Platform does not automatically transfer ownership of those materials to JLT LLC.

By submitting materials, the Innovator represents and warrants that, to the best of their knowledge:

• They have the legal right to submit the materials.
• The submission does not knowingly infringe the intellectual property rights of others.
• They have obtained any necessary permissions from co-owners or contributors.
• The information provided is accurate and complete.

JLT LLC reserves the right to decline, suspend, or remove submissions that raise legal, ethical, security, or compliance concerns.

9.5 Intellectual Property Review

JLT LLC may review submissions for purposes such as:

• Technical feasibility
• Commercial viability
• Manufacturing feasibility
• Regulatory considerations
• Safety considerations
• Market potential
• Engineering evaluation
• Strategic alignment
• Compliance review

Such review does not constitute legal advice, patentability analysis, or a guarantee that a product or technology will be commercialized, funded, manufactured, or licensed.

9.6 Confidential Information

Confidential Information includes non-public information disclosed in connection with the Platform that is identified as confidential or would reasonably be understood to be confidential, including:

• Product concepts
• Engineering designs
• CAD files
• Manufacturing processes
• Source code
• Technical specifications
• Business plans
• Financial information
• Customer lists
• Pricing strategies
• Trade secrets
• Research data
• Product roadmaps
• Commercialization strategies
• Proprietary algorithms
• Prototype information

Each party agrees to use reasonable measures to protect Confidential Information received from another party and to use it only for authorized purposes.

This obligation does not apply to information that:

• Is or becomes publicly available through no wrongful act of the receiving party.
• Was lawfully known to the receiving party before disclosure.
• Is lawfully obtained from an independent third party without a duty of confidentiality.
• Is independently developed without use of the disclosed Confidential Information.

9.7 Engineering Collaboration

Engineering collaboration through the Platform may involve:

• Mechanical engineering
• Electrical engineering
• Software engineering
• Industrial engineering
• Product design
• CAD development
• Prototype development
• Manufacturing support
• Technical documentation

Unless otherwise agreed in writing, intellectual property created during collaborative projects shall be governed by the specific project agreement or applicable law.

9.8 Licensing

Where the parties choose to commercialize technology through JLT LLC, they may enter into separate written agreements governing:

• Exclusive licenses
• Non-exclusive licenses
• Manufacturing rights
• Distribution rights
• Territory restrictions
• Royalty structures
• Milestone payments
• Commercialization responsibilities
• Quality standards
• Duration
• Termination

No license is granted by implication or solely by submission of materials to the Platform.

9.9 Patents

Innovators are responsible for determining whether and when to seek patent protection.

JLT LLC does not guarantee:

• Patentability.
• Patent issuance.
• Freedom to operate.
• Validity.
• Enforceability.
• Commercial success.

Patent strategy should be developed in consultation with qualified intellectual property counsel.

9.10 Copyrights

Copyright ownership remains with the applicable copyright owner unless assigned in writing.

Copyrightable works may include:

• Software
• Documentation
• Technical manuals
• Product photography
• Videos
• Marketing materials
• Engineering drawings
• CAD models
• Training materials
• Website content
• Educational content

9.11 Trademarks

All trademarks, logos, service marks, trade names, and branding displayed on the Platform remain the property of their respective owners.

Nothing in these Terms grants permission to use another party’s trademarks except as expressly authorized in writing.

9.12 Artificial Intelligence

The Platform may incorporate artificial intelligence technologies to assist users with engineering, documentation, product development, research, translation, analytics, or workflow automation.

Users acknowledge that:

• AI-generated outputs may contain inaccuracies or omissions.
• AI outputs should be reviewed by qualified individuals before reliance.
• AI assistance does not replace professional judgment.
• Users remain responsible for the content they submit and decisions they make based on AI-assisted outputs.

Ownership of AI-generated content, where applicable, will depend on the circumstances of its creation, the rights in any underlying materials, applicable law, and any separate written agreement between the parties.

9.13 Commercialization

JLT LLC may assist with commercialization activities including:

• Manufacturing coordination
• Supplier sourcing
• Market research
• Product launch planning
• Distribution strategy
• Licensing discussions
• Supply chain planning
• Investment introductions
• Business development

Participation in commercialization efforts does not guarantee product launch, funding, licensing, manufacturing, or commercial success.

9.14 Intellectual Property Infringement

JLT LLC respects intellectual property rights.

If a person or organization believes that material available through the Platform infringes their intellectual property rights, they may submit a written notice identifying:

• The work or right claimed to be infringed.
• The material alleged to be infringing.
• Contact information.
• A statement made in good faith that the use is unauthorized.
• A statement that the information provided is accurate to the best of the complainant’s knowledge.

JLT LLC may investigate such notices and take appropriate action consistent with applicable law.

9.15 Survival

The provisions relating to confidentiality, ownership of intellectual property, licensing, dispute resolution, and any obligations that by their nature are intended to survive shall continue in effect following termination of an account or the end of a business relationship, subject to applicable law

ARTICLE 10

DATA PRIVACY, INFORMATION SECURITY, CYBERSECURITY & DIGITAL PLATFORM GOVERNANCE

10.1 Purpose

JLT LLC recognizes that protecting personal information, confidential business information, intellectual property, engineering data, financial records, and digital assets is fundamental to maintaining trust and supporting secure global commerce.

This Article establishes the principles governing the collection, use, storage, processing, protection, and lawful disclosure of information through the Platform.

JLT LLC is committed to maintaining a secure technology environment through administrative, technical, organizational, and physical safeguards appropriate to the nature of the information processed and the services provided.

Nothing in this Article limits or replaces obligations imposed by applicable data protection, privacy, cybersecurity, consumer protection, or information security laws.

10.2 Scope

This Article applies to all data processed through the Platform, including information provided by:

• Customers
• Vendors
• Manufacturers
• Innovators
• Engineers
• Contractors
• Consultants
• Employees
• Investors
• Strategic Partners
• Government agencies
• Educational institutions
• Visitors
• Authorized representatives

This Article also applies to information collected through:

• Websites
• Customer Portals
• Vendor Portals
• Innovation Portals
• Engineering Portals
• APIs
• Mobile Applications
• Artificial Intelligence Services
• Cloud Infrastructure
• Email Communications
• Support Services
• Electronic Documentation
• Payment Systems
• Digital Collaboration Tools

10.3 Categories of Information

The Platform may process information including:

Personal Information

• Full Name
• Email Address
• Telephone Number
• Business Address
• Shipping Address
• Billing Address
• Identification Information
• Business Contact Information

Business Information

• Company Name
• Business Registration
• Tax Identification
• Banking Information
• Procurement Information
• Purchase Orders
• Commercial Agreements
• Quotations
• Invoices

Technical Information

• IP Address
• Browser Information
• Device Information
• Operating System
• Session Information
• Authentication Logs
• API Requests
• System Diagnostics

Engineering Information

• CAD Files
• Engineering Drawings
• Product Specifications
• Bills of Materials
• Manufacturing Files
• Prototype Information
• Test Reports
• Technical Documentation

Commercial Information

• Order History
• Shipping History
• Payment History
• Customer Preferences
• Product Selections
• Communication History
• Support Requests

Innovation Program Information

• Product Concepts
• Patent Information
• Prototype Documentation
• Research Materials
• Commercialization Plans
• Licensing Discussions
• Engineering Reviews

10.4 Lawful Processing

JLT LLC processes information only for legitimate business purposes, including:

• Account management
• Customer service
• Product fulfillment
• Engineering collaboration
• Manufacturing coordination
• Logistics coordination
• Payment processing
• Regulatory compliance
• Fraud prevention
• Platform security
• Product improvement
• Technical support
• Innovation Program administration
• Contract performance
• Legal compliance

Processing will be limited to purposes consistent with applicable law and published privacy notices.

10.5 Information Security

JLT LLC maintains a risk-based information security program designed to protect information against unauthorized access, disclosure, alteration, destruction, or loss.

Security measures may include:

• Encryption of data in transit.
• Encryption of sensitive data at rest where appropriate.
• Role-based access controls.
• Multi-factor authentication for administrative access where feasible.
• Secure password management.
• Network monitoring.
• Vulnerability management.
• Secure software development practices.
• Security awareness training.
• Access logging.
• Audit logging.
• Backup and disaster recovery procedures.
• Business continuity planning.

Security measures are subject to periodic review and may evolve over time.

10.6 User Responsibilities

Users agree to:

• Maintain secure passwords.
• Protect authentication credentials.
• Keep contact information current.
• Notify JLT LLC promptly of suspected unauthorized access.
• Use the Platform only for authorized purposes.
• Avoid uploading malicious software or harmful code.
• Protect confidential information obtained through the Platform.

Users remain responsible for activities conducted through their accounts unless otherwise required by applicable law.

10.7 Cybersecurity

JLT LLC is committed to maintaining reasonable cybersecurity safeguards designed to protect Platform operations.

Users shall not:

• Attempt unauthorized access.
• Circumvent security controls.
• Conduct vulnerability scanning without written authorization.
• Introduce malware.
• Deploy ransomware.
• Perform denial-of-service attacks.
• Attempt privilege escalation.
• Harvest user information without authorization.
• Reverse engineer security controls except where expressly permitted by applicable law.

Violations may result in immediate suspension of Platform access and referral to appropriate authorities where required by law.

10.8 Artificial Intelligence & Automated Systems

The Platform may use artificial intelligence and automated technologies to improve services.

These technologies may assist with:

• Product recommendations
• Engineering documentation
• Translation
• Workflow automation
• Customer support
• Compliance monitoring
• Logistics optimization
• Data analytics

Users acknowledge that AI-generated content should be independently reviewed where appropriate and does not replace qualified professional judgment.

10.9 Cookies & Similar Technologies

The Platform may use cookies, web beacons, local storage, session tokens, and similar technologies to:

• Authenticate users.
• Maintain sessions.
• Improve website performance.
• Analyze traffic.
• Remember preferences.
• Enhance security.
• Detect fraud.

Users may manage certain cookie preferences through browser settings or available Platform controls, subject to technical limitations.

10.10 International Data Transfers

Because JLT LLC may operate across multiple jurisdictions, information may be transferred to, stored in, or processed in countries other than the country in which it was originally collected.

Where international transfers occur, JLT LLC will implement appropriate safeguards consistent with applicable law and contractual obligations.

10.11 Data Retention

JLT LLC retains information only for as long as reasonably necessary to:

• Fulfill contractual obligations.
• Complete transactions.
• Support customer service.
• Comply with legal obligations.
• Resolve disputes.
• Protect Platform security.
• Maintain business records.
• Support legitimate business operations.

Retention periods may vary depending upon applicable law, contractual requirements, and the nature of the information.

10.12 Information Sharing

JLT LLC may share information only where appropriate and consistent with applicable law, including with:

• Payment processors.
• Logistics providers.
• Engineering partners.
• Manufacturing partners.
• Cloud infrastructure providers.
• Technology service providers.
• Professional advisors.
• Government authorities when legally required.
• Other parties with the user’s authorization.

JLT LLC does not sell personal information where prohibited by applicable law.

10.13 Data Accuracy

Users are responsible for ensuring that information provided to JLT LLC is accurate, complete, and current.

Users should promptly update account information when changes occur.

10.14 Security Incident Response

If JLT LLC becomes aware of a security incident affecting Platform information, the Company will investigate the incident and take commercially reasonable steps to contain, assess, remediate, and respond to the incident.

Where notification is required by applicable law, affected individuals and appropriate authorities will be notified in accordance with those legal requirements.

10.15 Third-Party Technologies

The Platform may integrate with third-party services, including payment providers, logistics providers, cloud hosting providers, analytics providers, identity verification providers, communication services, and other technology partners.

Such third parties are responsible for their own systems and services, and their processing of information is governed by their applicable agreements and privacy practices.

10.16 User Rights

Where provided under applicable law, users may have rights relating to their personal information, including the ability to:

• Request access to certain personal information.
• Request correction of inaccurate personal information.
• Request deletion of personal information where legally applicable.
• Request restriction of certain processing activities.
• Object to certain processing activities.
• Request data portability where applicable.
• Withdraw consent where processing is based on consent.

The availability and scope of these rights depend on applicable law and the nature of the information involved.

10.17 Platform Governance

JLT LLC reserves the right to:

• Update Platform functionality.
• Modify security controls.
• Improve system architecture.
• Introduce new technologies.
• Retire obsolete technologies.
• Enhance authentication methods.
• Modify data processing practices as necessary to comply with applicable law or improve Platform operations.

Material changes affecting user rights will be communicated where required by applicable law.

10.18 Survival

The provisions relating to confidentiality, information security, record retention, cybersecurity, intellectual property protection, audit rights, and legal compliance shall survive termination of an account or business relationship to the extent necessary to fulfill legal obligations, protect legitimate business interests, or resolve outstanding matters.

ARTICLE 11

PRODUCT QUALITY, WARRANTIES, PRODUCT SAFETY, RETURNS, REPAIRS, PRODUCT RECALLS & CUSTOMER RESPONSIBILITIES

11.1 Purpose

This Article establishes the policies governing product quality, engineering standards, inspections, warranties, product safety, installation, maintenance, repairs, returns, recalls, replacements, customer responsibilities, and post-sale support for products and services offered through the JLT LLC Platform.

JLT LLC is committed to providing commercially reasonable quality standards while supporting safe operation, regulatory compliance, and customer satisfaction.

Nothing in this Article limits mandatory warranty, consumer protection, product liability, or safety obligations imposed by applicable law.

11.2 Scope

This Article applies to:

• Industrial Equipment
• Consumer Products
• Engineering Services
• Manufacturing Services
• Custom Products
• Prototype Products
• Replacement Parts
• Electronics
• Hydraulic Equipment
• Construction Equipment
• Agricultural Equipment
• Mechanical Components
• Software (where applicable)
• Digital Products (where applicable)
• Technical Documentation
• Product Installations
• Product Repairs
• Product Modifications

11.3 Product Quality Standards

JLT LLC endeavors to supply products that conform to the specifications agreed upon for the applicable order.

Unless expressly stated otherwise in writing:

Products are expected to:

• Match the agreed commercial description.
• Be manufactured using commercially reasonable workmanship.
• Meet the specifications identified in the applicable quotation, purchase order, contract, or product documentation.
• Be packaged appropriately for the intended method of transportation.
• Be inspected according to applicable quality procedures.

Manufacturing tolerances may apply where commercially reasonable.

11.4 Product Specifications

Product specifications may include:

• Dimensions
• Weight
• Material composition
• Mechanical properties
• Electrical ratings
• Hydraulic ratings
• Operating temperatures
• Pressure ratings
• Load capacities
• Performance characteristics
• Surface finishes
• Color
• Packaging
• Certifications

Unless expressly guaranteed in writing, specifications may change to reflect engineering improvements, supplier updates, regulatory requirements, or manufacturing changes.

11.5 Engineering Products

Products developed through engineering services may require:

• Prototype validation
• Customer approval
• Manufacturing review
• Functional testing
• Safety review
• Regulatory evaluation

Engineering recommendations are based upon the information available at the time of review and should not be interpreted as a guarantee of performance under all operating conditions.

11.6 Prototype Products

Prototype products are experimental by nature.

Prototype products may:

• Differ from production models.
• Undergo further design revisions.
• Exhibit developmental limitations.
• Require additional engineering evaluation.
• Not be certified for commercial use.

Customers acknowledge the inherent risks associated with prototype evaluation and testing.

11.7 Customer Inspection

Customers should inspect products promptly after delivery.

Inspection should include:

• Quantity verification.
• Visible shipping damage.
• Product identification.
• Obvious manufacturing defects.
• Packaging condition.
• Completeness of shipment.

Customers should report issues within a commercially reasonable time or within any timeframe specified in the applicable contract or published policy.

11.8 Product Acceptance

Unless otherwise agreed in writing, products are deemed accepted when:

• The customer confirms acceptance.
• The products are placed into operational service.
• The products are modified by the customer.
• A commercially reasonable inspection period expires without notification of material non-conformity.

Acceptance does not limit rights that cannot legally be waived under applicable law.

11.9 Installation

Customers are responsible for ensuring that products are installed:

• By qualified personnel where appropriate.
• According to manufacturer instructions.
• In compliance with applicable laws.
• In compliance with applicable building codes.
• In compliance with applicable electrical, mechanical, or safety requirements.

Improper installation may affect product performance and available remedies.

11.10 Safe Operation

Customers agree to operate products:

• Only for their intended purpose.
• According to operating instructions.
• In accordance with applicable safety regulations.
• Using qualified operators where appropriate.
• With appropriate maintenance.

Products should not be modified unless expressly authorized or unless such modifications comply with applicable law and safety requirements.

11.11 Maintenance

Routine maintenance remains the responsibility of the customer unless otherwise agreed.

Customers should:

• Follow maintenance schedules.
• Replace wear items when appropriate.
• Perform inspections.
• Maintain service records.
• Address known safety issues promptly.

Failure to maintain products may affect performance and warranty eligibility where permitted by applicable law.

11.12 Warranty

Unless otherwise stated in a separate written agreement or required by applicable law:

Any warranty provided by JLT LLC is limited to the warranty expressly identified in the applicable quotation, purchase order, invoice, product documentation, or written warranty statement.

Where no written warranty is provided, products are supplied subject to any applicable manufacturer’s warranty and mandatory legal protections.

Nothing in these Terms excludes or limits warranties that cannot legally be disclaimed under applicable law.

11.13 Warranty Claims

Customers submitting warranty claims may be requested to provide:

• Proof of purchase.
• Product serial number.
• Photographs.
• Videos.
• Engineering reports.
• Failure description.
• Installation information.
• Maintenance records.
• Inspection documentation.

JLT LLC may inspect or request return of the product before determining the appropriate resolution.

11.14 Repairs

Where repair services are offered:

Repairs may include:

• Component replacement.
• Mechanical repairs.
• Electrical repairs.
• Hydraulic repairs.
• Software updates.
• Calibration.
• Testing.
• Inspection.

Repair availability may depend upon product age, parts availability, regulatory requirements, and technical feasibility.

11.15 Product Replacement

Where appropriate, JLT LLC may elect to:

• Repair the product.
• Replace the product.
• Replace defective components.
• Provide substitute products.
• Offer another commercially reasonable remedy consistent with applicable law and any applicable warranty.

The specific remedy will depend on the facts of the claim, contractual terms, and applicable legal requirements.

11.16 Product Recalls

If a product becomes subject to a recall or safety notice:

JLT LLC may:

• Notify affected customers where appropriate.
• Provide recall instructions.
• Coordinate product inspection.
• Coordinate repairs.
• Coordinate replacements.
• Provide additional safety information.

Customers agree to cooperate with reasonable recall procedures and discontinue use of recalled products where instructed.

11.17 Product Safety Notices

Customers should promptly review:

• Safety Bulletins.
• Technical Service Bulletins.
• Recall Notices.
• Updated Operating Instructions.
• Maintenance Advisories.

Failure to follow safety instructions may increase the risk of injury or property damage.

11.18 Returns

Returns are governed by the applicable Return Policy.

Return eligibility may depend upon:

• Product condition.
• Product type.
• Manufacturing status.
• Customization.
• Time since delivery.
• Applicable law.
• Regulatory requirements.

Certain products may not be eligible for return, including custom-manufactured goods, personalized products, activated software licenses, downloaded digital products, completed professional services, or other items identified as non-returnable, except where required by law.

11.19 Limitation of Product Performance

Customers acknowledge that product performance may vary depending upon:

• Installation.
• Maintenance.
• Environmental conditions.
• Operator skill.
• Intended application.
• Product modifications.
• Integration with third-party equipment.
• Compliance with operating instructions.

No product can be guaranteed to perform under conditions outside its intended design or applicable specifications.

11.20 Customer Responsibilities

Customers agree to:

• Review product documentation before use.
• Inspect shipments promptly.
• Operate products safely.
• Maintain products appropriately.
• Report known defects promptly.
• Cooperate during investigations.
• Preserve products when reasonably necessary for inspection following an alleged defect or incident.

11.21 No Waiver of Mandatory Rights

Nothing in this Article excludes, limits, or waives any warranty, consumer protection right, product liability obligation, or statutory remedy that cannot legally be excluded or limited under applicable law.

Where mandatory legal protections apply, those protections shall prevail to the extent required.

11.22 Survival

The provisions relating to product safety, recalls, warranties, inspections, customer responsibilities, record retention, and legal compliance shall survive termination of the business relationship to the extent necessary to administer warranty obligations, comply with applicable law, or resolve outstanding claims.

ARTICLE 12

LIMITATION OF LIABILITY, INDEMNIFICATION, INSURANCE & RISK ALLOCATION

12.1 Purpose

This Article establishes the allocation of commercial risk, liability, indemnification obligations, insurance expectations, claims procedures, and related responsibilities applicable to products, services, engineering activities, manufacturing, logistics coordination, software, digital services, and Platform operations.

The objective of this Article is to clearly define the respective responsibilities of JLT LLC and Platform Users while recognizing that certain legal rights and obligations cannot be limited or excluded under applicable law.

Nothing in this Article limits liability where such limitation is prohibited by applicable law.

12.2 Commercial Nature of Transactions

The Platform facilitates commercial relationships involving products, engineering services, manufacturing, logistics coordination, procurement, software, innovation, consulting, and related business activities.

Many transactions conducted through the Platform involve independent third parties.

Accordingly:

• Manufacturers remain responsible for products they manufacture.
• Suppliers remain responsible for products they supply.
• Freight carriers remain responsible for transportation services they perform.
• Customs authorities remain responsible for governmental actions.
• Independent engineers remain responsible for professional services they perform.
• Independent service providers remain responsible for their own services.

JLT LLC’s responsibilities are governed by the applicable agreement for the specific transaction and applicable law.

12.3 User Assumption of Commercial Risk

Users acknowledge that commercial transactions inherently involve risks, including but not limited to:

• Manufacturing delays
• Material shortages
• Supplier disruptions
• Transportation delays
• Customs inspections
• Regulatory changes
• Currency fluctuations
• Market fluctuations
• Technology changes
• Cybersecurity incidents
• Product compatibility issues
• Engineering uncertainty
• Prototype performance
• Commercialization uncertainty

Users accept responsibility for evaluating these commercial risks when entering into transactions.

12.4 No Guarantee of Commercial Success

Unless expressly stated in a separate written agreement, JLT LLC does not guarantee:

• Commercial success.
• Market acceptance.
• Product profitability.
• Investment opportunities.
• Licensing opportunities.
• Patent issuance.
• Patent validity.
• Manufacturing scalability.
• Supply chain availability.
• Product demand.
• Business growth.
• Return on investment.

Innovation, engineering, and commercialization inherently involve uncertainty.

12.5 No Professional Advice

Except where expressly provided through a separate professional services agreement, information made available through the Platform does not constitute:

• Legal advice
• Tax advice
• Accounting advice
• Financial advice
• Investment advice
• Medical advice
• Engineering certification
• Regulatory approval
• Customs brokerage advice
• Patent legal advice
• Intellectual property legal advice

Users remain responsible for consulting qualified professionals regarding matters requiring licensed professional judgment.

12.6 Platform Availability

JLT LLC strives to maintain Platform availability.

However, uninterrupted access cannot be guaranteed.

The Platform may be temporarily unavailable due to:

• Scheduled maintenance
• Emergency maintenance
• Software updates
• Infrastructure upgrades
• Internet outages
• Cybersecurity incidents
• Third-party service interruptions
• Utility failures
• Government actions
• Force Majeure Events

JLT LLC will use commercially reasonable efforts to restore services following interruptions.

12.7 Third-Party Products & Services

The Platform may facilitate transactions involving:

• Manufacturers
• Suppliers
• Engineering firms
• Logistics providers
• Freight forwarders
• Payment processors
• Software vendors
• Cloud providers
• Government agencies
• Certification bodies
• Inspection companies

Each independent provider remains responsible for its own products and services.

Unless expressly agreed in writing, JLT LLC does not guarantee the performance, financial condition, regulatory compliance, or continued operations of independent third parties.

12.8 Engineering Limitations

Engineering recommendations are based upon information available during the review process.

Engineering recommendations may become inaccurate due to:

• Design changes
• Material substitutions
• Manufacturing changes
• Environmental conditions
• Regulatory updates
• Customer modifications
• Third-party integrations
• New technical information

Engineering services should be considered within the scope of the agreed engagement.

12.9 Prototype Risk

Prototype products are experimental.

Prototype testing may involve:

• Design modifications
• Material revisions
• Software updates
• Hardware revisions
• Performance limitations
• Safety testing
• Regulatory review

Prototype operation involves risks that may not exist with commercially released products.

Customers participating in prototype programs acknowledge these risks.

12.10 Artificial Intelligence

Artificial Intelligence tools provided through the Platform are intended to assist users.

AI-generated content may include:

• Product descriptions
• Engineering documentation
• Technical writing
• Translations
• Business recommendations
• Workflow automation
• Product recommendations

Users acknowledge that:

• AI-generated information may contain errors.
• AI outputs should be independently reviewed before implementation.
• AI should not replace professional judgment.
• Users remain responsible for decisions made using AI-generated information.

12.11 Product Integration

Products integrated with:

• Third-party software
• Customer equipment
• Industrial systems
• Manufacturing equipment
• Vehicles
• Robotics
• PLC systems
• IoT devices

may perform differently depending on the operating environment.

Customers remain responsible for verifying compatibility before deployment.

12.12 Customer Modifications

JLT LLC is not responsible for performance issues resulting from unauthorized modifications, including:

• Product alterations
• Software modifications
• Firmware changes
• Mechanical modifications
• Electrical modifications
• Structural modifications
• Safety device removal
• Unauthorized repairs

Such modifications may affect product performance, available remedies, or warranty coverage where permitted by applicable law.

12.13 Indemnification

To the extent permitted by applicable law, Users agree to defend, indemnify, and hold harmless JLT LLC, its officers, directors, employees, contractors, affiliates, successors, and agents from third-party claims, damages, liabilities, judgments, settlements, costs, and reasonable attorneys’ fees arising out of or relating to:

• Breach of these Terms.
• Violation of applicable law.
• Infringement of third-party intellectual property rights by materials submitted by the User.
• Fraudulent or unlawful conduct.
• Misrepresentation.
• Unauthorized use of the Platform.
• Improper installation, operation, or modification of products.
• Violation of export, import, customs, sanctions, or trade compliance laws by the User.
• Injury or damage resulting from the User’s misuse of products or services.

This obligation applies only to the extent the claim results from the User’s acts or omissions and is not intended to require indemnification where prohibited by law.

12.14 Limitation of Liability

To the maximum extent permitted by applicable law and except for liability that cannot legally be limited, JLT LLC shall not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating to the Platform, products, or services, including loss of profits, loss of revenue, loss of business opportunities, loss of goodwill, loss of anticipated savings, or loss of data.

Nothing in this section excludes liability for matters that cannot legally be excluded under applicable law, such as certain forms of fraud, willful misconduct, gross negligence (where applicable), or other non-waivable rights.

12.15 Insurance

Depending on the nature of the transaction, JLT LLC may require certain commercial customers, vendors, or contractors to maintain appropriate insurance coverage.

Where required by written agreement, such coverage may include:

• Commercial General Liability
• Product Liability
• Professional Liability (Errors & Omissions)
• Workers’ Compensation (where required by law)
• Commercial Automobile Liability
• Cyber Liability
• Cargo Insurance
• Property Insurance

Any required coverage and limits will be specified in the applicable agreement.

12.16 Duty to Mitigate

Each party agrees to take commercially reasonable steps to mitigate losses arising from any dispute, product issue, service interruption, or alleged breach.

12.17 Claims Procedure

A party asserting a claim should notify the other party within a commercially reasonable period after becoming aware of the issue, providing sufficient information to permit investigation.

The parties agree to cooperate in good faith to investigate and, where appropriate, resolve the matter.

Nothing in this section limits any statutory notice requirements or limitation periods imposed by applicable law.

12.18 Force Majeure

Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, labor disputes, cyberattacks, utility failures, transportation disruptions, governmental actions, or other Force Majeure Events.

The affected party will use commercially reasonable efforts to resume performance when practicable.

12.19 Survival

The provisions of this Article relating to indemnification, limitation of liability, confidentiality, insurance obligations, intellectual property, dispute resolution, and any obligations that by their nature are intended to survive shall continue following termination of these Terms to the extent permitted by applicable law.

ARTICLE 13

DISPUTE RESOLUTION, GOVERNING LAW, MEDIATION, ARBITRATION & LEGAL PROCEEDINGS

13.1 Purpose

JLT LLC values long-term commercial relationships and encourages the prompt, fair, and efficient resolution of disagreements.

This Article establishes procedures intended to resolve disputes through communication, negotiation, mediation, or other appropriate processes before formal legal proceedings, while preserving rights that cannot legally be waived under applicable law.

Nothing in this Article limits any mandatory legal rights available under applicable law.

13.2 Scope

This Article applies to disputes arising from or relating to:

• Platform access
• Customer accounts
• Vendor accounts
• Innovation Program participation
• Engineering services
• Manufacturing services
• Procurement services
• Logistics coordination
• Freight forwarding coordination
• Product purchases
• Software
• APIs
• Artificial Intelligence services
• Licensing
• Intellectual Property
• Confidential Information
• Payments
• Refunds
• Warranties
• Shipping
• Professional services
• Commercial agreements
• Any rights or obligations arising under these Terms.

13.3 Good Faith Cooperation

Before initiating formal legal proceedings, the parties agree to make commercially reasonable efforts to resolve disputes through good-faith communication.

The parties agree to:

• Communicate respectfully.
• Exchange relevant information.
• Consider reasonable business solutions.
• Attempt to minimize unnecessary costs.
• Preserve evidence relevant to the dispute.

Nothing in this section prevents a party from seeking immediate legal relief where delay could result in irreparable harm or where immediate action is otherwise authorized by law.

13.4 Notice of Dispute

A party asserting a dispute should provide written notice that includes, where reasonably available:

• Name of the party.
• Contact information.
• Description of the dispute.
• Relevant transaction information.
• Supporting documentation.
• Requested resolution.

Notice may be provided through the contact methods designated by JLT LLC or otherwise agreed by the parties.

13.5 Internal Review

Upon receiving a notice of dispute, JLT LLC may conduct an internal review.

The review may include:

• Contract review.
• Engineering review.
• Order history review.
• Payment review.
• Shipping review.
• Compliance review.
• Technical review.
• Customer communications.
• Vendor communications.
• Product inspection.
• Internal interviews where appropriate.

JLT LLC may request additional documentation reasonably necessary to evaluate the matter.

13.6 Escalation Procedure

If the dispute is not resolved during the initial review, the parties may escalate the matter through successive levels of management or designated representatives.

Escalation may involve:

• Customer Support.
• Department Managers.
• Compliance Personnel.
• Engineering Management.
• Operations Management.
• Executive Management.
• Authorized Legal Representatives.

The purpose of escalation is to encourage resolution before formal proceedings.

13.7 Mediation

If a dispute cannot be resolved through direct negotiation, the parties are encouraged to consider voluntary mediation before initiating litigation or arbitration, where appropriate.

Unless otherwise agreed:

• Mediation shall be conducted by a mutually acceptable mediator.
• The parties shall participate in good faith.
• Each party shall bear its own costs unless otherwise agreed.
• Mediator fees shall be allocated as agreed by the parties or determined by the mediation provider.

Statements made during mediation remain confidential to the extent permitted by applicable law and mediation rules.

13.8 Arbitration

Where a valid written agreement between the parties provides for arbitration and such agreement is enforceable under applicable law, disputes may be resolved through binding arbitration.

The arbitration agreement, if applicable, should specify:

• The administering arbitration organization.
• The seat or place of arbitration.
• The language of the proceedings.
• The number of arbitrators.
• Allocation of arbitration costs.
• Applicable procedural rules.

Where arbitration is not agreed to or is unenforceable under applicable law, disputes may be resolved through the courts of competent jurisdiction.

Nothing in this section requires arbitration where applicable law provides otherwise.

13.9 Court Proceedings

Matters not resolved through negotiation, mediation, or arbitration (where applicable) may be brought before a court of competent jurisdiction.

Nothing in these Terms prevents either party from seeking:

• Temporary restraining orders.
• Preliminary injunctions.
• Permanent injunctions.
• Emergency equitable relief.
• Preservation of evidence.
• Enforcement of intellectual property rights.
• Protection of confidential information.

Such relief may be sought where authorized by applicable law.

13.10 Governing Law

These Terms shall be governed by the laws designated by JLT LLC in its applicable legal notices or separate written agreements, without regard to conflict of law principles, except where mandatory legal requirements provide otherwise.

Where mandatory consumer protection laws or other non-waivable legal provisions apply, those provisions shall prevail to the extent required by law.

13.11 International Users

Users located outside the jurisdiction designated by JLT LLC acknowledge that:

• International transactions may involve multiple legal systems.
• Local consumer protection laws may apply.
• Customs laws may affect commercial obligations.
• Import and export regulations may affect performance.
• Courts in different jurisdictions may have authority over certain disputes.

Nothing in these Terms is intended to deprive users of mandatory legal protections available under applicable law.

13.12 Preservation of Evidence

Upon becoming aware of a dispute, each party should take reasonable steps to preserve relevant information, including:

• Contracts.
• Purchase Orders.
• Invoices.
• Shipping Documentation.
• Emails.
• Engineering Drawings.
• CAD Files.
• Technical Reports.
• Inspection Records.
• Payment Records.
• Product Samples where appropriate.

Evidence preservation supports efficient dispute resolution and compliance with legal obligations.

13.13 Confidentiality of Proceedings

To the extent permitted by applicable law:

• Business information exchanged during dispute resolution should remain confidential.
• Proprietary information should not be disclosed except as reasonably necessary to resolve the dispute or comply with legal obligations.
• Confidential Information shall continue to be protected under Article 9.

This section does not prohibit disclosures required by law, court order, or regulatory authority.

13.14 Intellectual Property Disputes

Disputes involving patents, trademarks, copyrights, trade secrets, software, confidential information, engineering drawings, prototypes, inventions, or other intellectual property may require specialized procedures.

Nothing in this Agreement limits a party’s ability to seek immediate equitable relief where necessary to prevent unauthorized use, disclosure, or infringement of intellectual property rights.

13.15 Class or Collective Proceedings

Where permitted by applicable law and expressly agreed in a separate enforceable agreement, disputes may be resolved on an individual basis rather than through class, collective, or representative proceedings.

Nothing in this section limits any rights that cannot legally be waived.

13.16 Attorneys’ Fees and Costs

Unless otherwise provided by applicable law, court order, arbitration award, or written agreement:

• Each party shall generally bear its own legal fees and expenses incurred in connection with a dispute.
• A court or arbitrator may award costs or fees where authorized by applicable law or the governing procedural rules.

13.17 Time Limitations

Claims should be brought within the applicable limitation period established by governing law.

Nothing in these Terms shortens or extends a statutory limitation period where such modification is prohibited by law.

13.18 Continued Performance

Unless impracticable or prohibited by law, the parties should continue performing undisputed contractual obligations while a dispute is pending.

This provision does not require a party to continue performance where:

• Payment obligations remain materially unmet.
• Continuing performance would violate applicable law.
• Continuing performance would create unreasonable safety, security, or compliance risks.

13.19 Regulatory Cooperation

Nothing in this Article limits the ability of either party to:

• Cooperate with governmental authorities.
• Respond to lawful subpoenas.
• Comply with court orders.
• Comply with regulatory investigations.
• Report suspected unlawful activity where required by law.

13.20 Severability

If any provision of this Article is determined by a court or tribunal of competent jurisdiction to be unenforceable or invalid, the remaining provisions shall remain in effect to the fullest extent permitted by applicable law, unless the unenforceable provision is so fundamental that the remainder of the Article cannot reasonably operate as intended.

13.21 Survival

The provisions relating to dispute resolution, governing law, confidentiality, intellectual property, payment obligations, indemnification, record retention, and any obligations intended by their nature to survive termination shall remain in effect following termination or expiration of these Terms, subject to applicable law.

ARTICLE 14

GENERAL PROVISIONS, PLATFORM ADMINISTRATION, ELECTRONIC COMMUNICATIONS, AMENDMENTS, ASSIGNMENT & MISCELLANEOUS

14.1 Purpose

This Article establishes the general legal provisions governing the administration, interpretation, amendment, enforcement, and continued operation of the JLT LLC Platform and these Master Terms & Conditions.

This Article applies to every user, customer, vendor, innovator, engineering partner, contractor, consultant, manufacturer, supplier, investor, employee, and other authorized participant using any portion of the Platform.

14.2 Entire Agreement

These Master Terms & Conditions, together with any incorporated policies, schedules, service-specific agreements, purchase orders accepted by JLT LLC, written quotations accepted by the parties, privacy notices, and any other documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter addressed herein.

They supersede prior discussions, proposals, negotiations, representations, or understandings concerning the same subject matter, except to the extent preserved in a separate written agreement executed by authorized representatives of the parties.

14.3 Relationship of the Parties

Nothing contained in these Terms creates:

• A partnership.
• A joint venture.
• A franchise relationship.
• A fiduciary relationship.
• An employment relationship.
• An agency relationship beyond that expressly established in writing.

Unless otherwise agreed in writing, each party acts as an independent contractor.

14.4 Electronic Communications

Users consent to receive communications electronically, including:

• Account notifications.
• Purchase confirmations.
• Quotations.
• Invoices.
• Shipping notifications.
• Technical documentation.
• Compliance requests.
• Security notifications.
• Platform updates.
• Policy updates.
• Customer support communications.
• Legal notices.

Electronic communications satisfy legal requirements that communications be provided in writing where recognized by applicable law.

14.5 Electronic Signatures

Where permitted by applicable law, electronic signatures, electronic acknowledgements, electronic acceptance, click-through agreements, digital approvals, electronic purchase orders, and electronically executed contracts shall have the same legal effect as handwritten signatures.

Users agree not to dispute the validity of electronic records solely because they were executed electronically, except where prohibited by applicable law.

14.6 Notices

Official notices under these Terms may be delivered through:

• Email.
• Registered user accounts.
• Certified mail.
• Courier service.
• Secure messaging within the Platform.
• Other communication methods designated by JLT LLC.

Users are responsible for maintaining current contact information.

Notice is deemed received in accordance with applicable law and the delivery method used.

14.7 Amendments

JLT LLC may modify these Terms from time to time to:

• Improve Platform operations.
• Reflect new products or services.
• Address legal or regulatory changes.
• Enhance security.
• Improve customer experience.
• Support technological advancements.
• Clarify existing provisions.

Material changes will be communicated where required by applicable law.

Continued use of the Platform after changes become effective constitutes acceptance of the revised Terms, except where additional consent is required by law.

14.8 Assignment

Users may not assign or transfer their rights or obligations under these Terms without the prior written consent of JLT LLC, except where prohibited by applicable law.

JLT LLC may assign or transfer its rights or obligations:

• In connection with a merger.
• Acquisition.
• Corporate reorganization.
• Sale of assets.
• Financing transaction.
• Internal corporate restructuring.

Any permitted assignee shall remain subject to applicable legal obligations.

14.9 Delegation

JLT LLC may engage affiliates, subcontractors, consultants, cloud service providers, logistics providers, engineering firms, manufacturers, payment processors, or other qualified third parties to perform portions of the services provided that JLT LLC remains responsible for under applicable agreements or law.

14.10 Waiver

Failure by JLT LLC to enforce any provision of these Terms shall not constitute:

• A waiver of that provision.
• A waiver of future enforcement.
• A waiver of any other contractual right.

Any waiver must generally be in writing and signed by an authorized representative of JLT LLC unless otherwise required by applicable law.

14.11 Severability

If any provision of these Terms is determined by a court, arbitrator, or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by applicable law.

Where possible, invalid provisions shall be interpreted or modified only to the extent necessary to make them enforceable while preserving their original intent.

14.12 Headings

Article titles, headings, and section numbers are provided solely for convenience and shall not affect interpretation of these Terms.

14.13 Interpretation

Unless the context clearly requires otherwise:

• Singular terms include the plural.
• Plural terms include the singular.
• References to one gender include all genders.
• “Including” means “including without limitation.”
• References to laws include amendments, successor legislation, and implementing regulations unless the context requires otherwise.

14.14 Language

JLT LLC may provide translations of these Terms for convenience.

In the event of a conflict between translated versions and the officially designated governing version, the governing version identified by JLT LLC shall control to the extent permitted by applicable law.

14.15 Compliance with Applicable Law

Users agree to comply with all applicable laws, regulations, governmental requirements, licensing obligations, and court orders relevant to their use of the Platform.

Nothing in these Terms authorizes conduct that would violate applicable law.

Where mandatory legal requirements conflict with these Terms, those mandatory legal requirements shall prevail to the extent required.

14.16 Third-Party Rights

Except as expressly provided in these Terms or required by applicable law, these Terms are intended solely for the benefit of the parties and do not create rights in favor of third parties.

14.17 Survival

Any provisions that by their nature are intended to survive termination or expiration of these Terms shall continue in effect, including provisions relating to:

• Payment obligations.
• Confidentiality.
• Intellectual Property.
• Record retention.
• Compliance.
• Dispute resolution.
• Indemnification.
• Limitation of liability.
• Product safety.
• Warranty administration.
• Audit rights.

14.18 Force Majeure Cross-Reference

The Force Majeure provisions described elsewhere in these Terms remain applicable to all obligations affected by qualifying events beyond a party’s reasonable control.

14.19 Contact Information

Questions regarding these Terms, compliance matters, legal notices, or requests for clarification should be directed through the official contact information published by JLT LLC on the Platform.

Users should not rely upon unofficial communication channels for legal notices or contractual communications.

14.20 Effective Date

These Master Terms & Conditions become effective on the Effective Date identified at the beginning of this Agreement and remain in effect until replaced, amended, or terminated in accordance with these Terms.

14.21 User Acknowledgement

By creating an account, accessing the Platform, placing an order, participating in the Innovation Program, submitting engineering materials, using logistics services, or otherwise interacting with JLT LLC through the Platform, the User acknowledges that they have:

• Read these Master Terms & Conditions.
• Had an opportunity to review them.
• Understood the rights and responsibilities described herein.
• Agreed to be bound by these Terms.
• Agreed to comply with applicable laws governing their use of the Platform.

Where required by applicable law, additional affirmative consent may be requested before specific services are activated.

ARTICLE 15

ARTIFICIAL INTELLIGENCE SERVICES, AUTOMATION & DIGITAL INTELLIGENCE GOVERNANCE

15.1 Purpose

This Article establishes the governance framework for the design, development, deployment, operation, use, and management of Artificial Intelligence (“AI”), machine learning, automation technologies, intelligent software systems, autonomous workflows, digital assistants, predictive analytics, decision-support technologies, and related digital intelligence services offered by or integrated into the JLT LLC Platform.

JLT LLC is committed to developing and deploying AI systems responsibly, securely, and in accordance with applicable law while maintaining appropriate human oversight, protecting intellectual property, safeguarding confidential information, and promoting trustworthy commercial practices.

This Article applies to all AI-enabled products, services, software, applications, APIs, workflows, and automation technologies made available through the Platform.

15.2 Scope

This Article governs AI technologies used throughout the Platform, including but not limited to:

Customer AI Services

• AI Customer Assistant
• AI Product Recommendations
• AI Order Assistance
• AI Technical Support
• AI Product Search
• AI Quotation Assistance
• AI Shipping Assistant
• AI Documentation Assistant

Vendor AI Services

• Vendor Matching
• Procurement Optimization
• Supplier Analytics
• Inventory Intelligence
• Supply Chain Forecasting
• Automated Vendor Communications
• Contract Assistance

Engineering AI

• CAD Assistance
• Engineering Documentation
• Technical Writing
• Product Design Recommendations
• Engineering Calculations
• Design Optimization
• Simulation Support
• Manufacturing Readiness Reviews
• Bill of Materials Assistance
• Drawing Generation Assistance

Innovation AI

• Innovation Intake
• Technology Classification
• Prototype Review Assistance
• Commercialization Planning
• Patent Research Assistance
• Market Intelligence
• Product Positioning
• Licensing Workflow Support

Logistics AI

• Shipment Planning
• Route Optimization
• Inventory Forecasting
• Freight Analytics
• Customs Documentation Assistance
• Warehouse Optimization
• Delivery Forecasting
• Supply Chain Risk Analysis

Administrative AI

• Compliance Assistance
• AML/KYC Workflow Support
• Document Classification
• Customer Support Automation
• Translation Services
• Meeting Summaries
• Business Intelligence
• Workflow Automation

15.3 Definitions

For purposes of this Article:

Artificial Intelligence (AI) means software systems capable of performing tasks commonly associated with human reasoning, language processing, pattern recognition, prediction, optimization, or decision support. Machine Learning means computational methods that improve system performance through training on data. Generative AI means AI capable of producing new text, images, software code, designs, engineering documentation, or other content based on user instructions or learned patterns. Automation means software or hardware processes designed to perform tasks with limited or no manual intervention. AI Output means any information, recommendation, prediction, analysis, report, image, drawing, code, document, translation, simulation, or other content generated by AI systems. AI Input means prompts, data, files, engineering drawings, software code, product specifications, customer information, or other information submitted to AI systems.

15.4 AI Services

JLT LLC may provide AI-powered services to assist users with lawful business activities.

AI services may include:

• Product recommendations
• Engineering documentation
• Product descriptions
• Translation
• Technical writing
• Inventory analysis
• Procurement recommendations
• Supply chain optimization
• Customer support
• Workflow automation
• Business reporting
• Manufacturing planning
• Compliance assistance
• Shipping recommendations
• Data summarization
• Research assistance

AI services are intended to enhance productivity and operational efficiency.

15.5 Human Oversight

Artificial Intelligence is designed to assist—not replace—human judgment.

Users acknowledge that:

• AI systems may produce incomplete or inaccurate information.
• AI-generated content should be reviewed before implementation where appropriate.
• Engineering decisions require qualified engineering review.
• Legal matters require qualified legal review.
• Medical matters require qualified healthcare professionals.
• Financial decisions require independent evaluation.
• Safety-critical decisions should never rely solely upon automated outputs.

JLT LLC encourages users to exercise independent judgment when relying on AI-generated information.

15.6 AI Accuracy

Although JLT LLC continuously seeks to improve AI performance:

JLT LLC does not warrant that AI-generated information will always be:

• Complete
• Accurate
• Current
• Error-free
• Suitable for every application

AI systems may:

• Generate incorrect information.
• Misinterpret prompts.
• Omit important details.
• Produce outdated information.
• Require human correction.

Users remain responsible for verifying important information before relying upon AI-generated outputs.

15.7 Acceptable AI Use

Users may use AI services for lawful purposes including:

• Product research
• Engineering assistance
• Technical documentation
• Procurement planning
• Manufacturing planning
• Innovation development
• Logistics planning
• Business analysis
• Customer support
• Education
• Commercial planning

Use of AI must remain consistent with these Terms and applicable law.

15.8 Prohibited AI Uses

Users shall not knowingly use AI services to:

• Engage in unlawful conduct.
• Facilitate fraud.
• Circumvent applicable laws.
• Infringe intellectual property rights.
• Misappropriate confidential information.
• Generate malicious software.
• Conduct unauthorized cyberattacks.
• Produce deceptive commercial communications.
• Impersonate another individual or organization.
• Submit false regulatory filings.
• Create fraudulent engineering certifications.
• Misrepresent AI-generated content as independently verified professional work.

JLT LLC may suspend or terminate AI access where prohibited use is reasonably identified.

15.9 AI & Intellectual Property

Unless otherwise agreed in writing:

• Users retain rights they hold in materials they lawfully submit.
• AI processing of user-submitted materials does not, by itself, transfer ownership of those materials.
• Ownership of AI-assisted outputs depends on applicable law, the rights in underlying materials, and any separate written agreement between the parties.

Users are responsible for ensuring that they have the necessary rights to submit materials to the AI services.

15.10 Confidentiality

Users should avoid submitting confidential or highly sensitive information to AI services unless the applicable service is specifically designated for secure handling of such information and appropriate safeguards are in place.

Where AI services process confidential information, JLT LLC will implement reasonable administrative, technical, and organizational measures to protect that information in accordance with applicable law and its published policies.

15.11 AI Governance

JLT LLC may maintain an AI governance program that includes:

• Human oversight.
• Security reviews.
• Model evaluation.
• Performance monitoring.
• Incident response.
• Risk assessments.
• Documentation.
• Access controls.
• Audit logging.
• Continuous improvement.

Governance practices may evolve as technology, regulations, and industry standards develop.

15.12 AI Availability

AI services are provided as features of the Platform and may be updated, modified, suspended, or discontinued at JLT LLC’s discretion, subject to applicable law and existing contractual commitments.

15.13 Compliance with Law

Users agree to use AI services in compliance with applicable laws and regulations governing privacy, intellectual property, consumer protection, export controls, anti-discrimination, cybersecurity, and other relevant legal requirements.

Where mandatory legal obligations apply to the use of AI, those obligations prevail over conflicting contractual provisions.

ARTICLE 15 (Continued)

ARTIFICIAL INTELLIGENCE SERVICES, AUTOMATION & DIGITAL INTELLIGENCE GOVERNANCE

15.14 AI-Assisted Engineering

The Platform may utilize Artificial Intelligence to support engineering activities, including:

• Mechanical Engineering
• Civil Engineering
• Structural Engineering
• Electrical Engineering
• Manufacturing Engineering
• Hydraulic System Design
• PCB Design Assistance
• Product Design
• CAD Development
• Bill of Materials Generation
• Engineering Documentation
• Product Specifications
• Manufacturing Planning
• Technical Calculations
• Failure Analysis
• Engineering Simulations
• Design Recommendations

AI-generated engineering information is intended solely as a decision-support tool.

Final engineering decisions shall remain the responsibility of appropriately qualified engineering professionals where required by applicable law, licensing requirements, or contractual obligations.

15.15 AI-Assisted Product Development

AI may assist users with:

• Product Concept Development
• Product Research
• Product Design
• Prototype Planning
• Product Improvements
• Material Selection Recommendations
• Manufacturing Recommendations
• Cost Analysis
• Commercialization Planning
• Product Roadmaps
• Product Documentation

AI recommendations do not constitute engineering certification, regulatory approval, product safety certification, or commercial feasibility guarantees.

15.16 AI for Logistics & Supply Chain

AI may assist with:

• Shipment Routing
• Freight Planning
• Warehouse Optimization
• Inventory Forecasting
• Supply Chain Analytics
• Customs Documentation Assistance
• Carrier Selection Support
• Delivery Forecasting
• Shipment Tracking Assistance
• Procurement Planning

Users acknowledge that:

• Shipping regulations change.
• Customs requirements change.
• Carrier availability changes.
• AI recommendations should be independently reviewed before implementation.

15.17 AI Procurement Services

Artificial Intelligence may assist with:

• Supplier Identification
• Vendor Comparisons
• Pricing Analysis
• Market Intelligence
• Product Availability
• Procurement Forecasting
• Vendor Performance Metrics
• Supply Chain Risk Assessments

AI recommendations are informational only and should not replace commercial due diligence.

15.18 AI Manufacturing Support

The Platform may utilize AI technologies to assist manufacturing operations including:

• Production Scheduling
• Quality Planning
• Process Optimization
• Manufacturing Documentation
• Inventory Planning
• Equipment Utilization
• Predictive Maintenance
• Production Analytics
• Factory Workflow Optimization

Final manufacturing decisions remain subject to qualified human review.

15.19 AI Customer Service

Artificial Intelligence may provide:

• Customer Support
• Frequently Asked Questions
• Product Recommendations
• Order Status
• Shipping Assistance
• Warranty Information
• Product Specifications
• Technical Documentation
• Language Translation
• Customer Communications

Users acknowledge that AI-generated responses should not be interpreted as legally binding commitments unless confirmed through authorized JLT LLC personnel.

15.20 AI Innovation Program

Artificial Intelligence may assist innovators with:

• Product Brainstorming
• Technology Research
• Market Research
• Patent Research Assistance
• Prototype Planning
• Commercialization Strategies
• Manufacturing Readiness
• Engineering Documentation
• Product Specifications
• Technical Writing

AI assistance does not establish ownership, inventorship, patentability, or commercialization rights.

15.21 AI Generated Documents

AI may generate:

• Technical Reports
• Engineering Specifications
• Product Descriptions
• Shipping Documentation
• Marketing Content
• Customer Communications
• Internal Documentation
• Meeting Summaries
• Technical Manuals
• Operating Procedures

Users remain responsible for reviewing generated documentation for accuracy, completeness, and suitability before use.

15.22 AI Generated Software

Artificial Intelligence may assist with:

• Source Code
• Scripts
• APIs
• Automation Workflows
• Software Documentation
• User Interfaces
• Backend Logic
• Integration Code
• Testing Suggestions
• Bug Identification

Users remain responsible for reviewing, testing, securing, and validating AI-assisted software before deployment.

15.23 AI Model Improvement

To improve Platform performance, JLT LLC may evaluate AI systems using:

• Quality Testing
• Performance Monitoring
• Security Reviews
• Accuracy Assessments
• User Feedback
• Operational Metrics
• Error Analysis
• Model Validation

Where customer content is used for model improvement, JLT LLC will do so in accordance with its Privacy Policy, applicable law, and any contractual commitments.

15.24 AI Security

JLT LLC may implement security controls designed to protect AI systems, including:

• Authentication Controls
• Access Controls
• Encryption
• Security Monitoring
• Audit Logging
• Vulnerability Assessments
• Threat Detection
• Incident Response Procedures
• Backup Systems
• Disaster Recovery Planning

Security measures may evolve over time to address emerging threats.

15.25 AI Bias & Fairness

JLT LLC seeks to develop AI systems that promote fair and responsible outcomes.

Because AI systems may reflect limitations in training data or model behavior, users acknowledge that outputs may require human review to identify and address potential inaccuracies or unintended bias.

Where AI supports decisions affecting users, JLT LLC may incorporate human oversight and review processes where appropriate and required by law.

15.26 AI Audit & Monitoring

JLT LLC may maintain records of AI-assisted activities for purposes including:

• Security Monitoring
• Fraud Prevention
• Quality Assurance
• Compliance Reviews
• Performance Improvement
• Incident Investigation
• Regulatory Compliance

Audit records may be retained in accordance with applicable law and JLT LLC’s record retention policies.

15.27 AI Availability

AI services are continuously evolving.

JLT LLC may:

• Improve Models
• Replace Models
• Introduce New Features
• Remove Features
• Suspend Services
• Modify Functionality
• Update Algorithms

Users acknowledge that AI functionality may change without prior notice, subject to applicable law and contractual commitments.

15.28 AI Compliance

Users shall not knowingly use AI services to:

• Violate applicable laws.
• Commit fraud.
• Infringe intellectual property rights.
• Misappropriate confidential information.
• Circumvent export controls or sanctions.
• Facilitate unlawful cyber activity.
• Generate deceptive or misleading commercial documents.
• Produce false regulatory filings.
• Misrepresent AI-generated content as independently certified professional work.

JLT LLC reserves the right to investigate misuse of AI services and to suspend or terminate access where appropriate.

15.29 AI Intellectual Property

Nothing in this Article automatically transfers ownership of:

• Customer Data
• Vendor Data
• Engineering Drawings
• CAD Models
• Source Code
• Patent Rights
• Trademarks
• Copyrights
• Trade Secrets
• Innovation Program Submissions

Ownership, licensing, and use rights will be determined by applicable law, these Terms, and any separate written agreement between the parties.

15.30 Future AI Technologies

JLT LLC may expand its AI capabilities to support future technologies, including:

• Autonomous Robotics
• Digital Twins
• Computer Vision
• Predictive Maintenance
• Smart Warehousing
• Smart Manufacturing
• Autonomous Supply Chain Optimization
• Intelligent Procurement
• Voice Interfaces
• Multi-Agent Systems
• Edge AI
• Industrial Automation
• Autonomous Quality Inspection

Future AI services will be governed by this Article unless supplemented by additional service-specific terms.

15.31 Survival

The provisions relating to AI governance, confidentiality, intellectual property, compliance, security, audit logging, and lawful use shall survive termination of an account or business relationship to the extent necessary to protect legal rights, comply with applicable law, and administer ongoing obligations.