TraxRecovery Authorization and Contingency Fee Agreement

This TraxRecovery Authorization and Contingency Fee Agreement ("Agreement") is between Charles Carter, a sole proprietor based in Texas doing business as TraxSail AI ("TraxSail," "we," "us"), and the business that accepts it ("Customer," "you"). It supplements the TraxSail AI Terms of Service. If the two conflict, this Agreement controls for TraxRecovery.

1. What TraxRecovery does

TraxRecovery audits your parcel carrier invoices (currently UPS and FedEx) for charges the carrier will refund or credit under its own published terms, including late deliveries on guaranteed services, duplicate charges, and incorrect surcharges or dimensional weight. For each item it finds, TraxRecovery assembles the evidence, prepares and (where you have enabled it) files the refund request with the carrier on your behalf, follows up, and matches the carrier's credit when it appears on a later invoice.

2. Your authorization

You appoint TraxSail as your limited agent, and authorize TraxSail and its automated systems, to:

• a) access your carrier billing accounts and invoice data, including through a user login you create for TraxSail on your carrier's billing portal or through a carrier data connection you approve;
• b) prepare, submit, follow up on, and escalate refund and credit requests to your carriers for the items TraxRecovery identifies, in your name and using your account numbers, tracking numbers, and invoice details;
• c) communicate with the carrier about those requests;
• d) receive claim status information from the carrier.

This authorization is limited to refund and credit requests on your carrier invoices. TraxSail will not change your carrier account settings, pricing agreements, payment methods, or shipping activity, and will not file claims for lost or damaged packages unless you separately ask us to.

You confirm that you are the account holder or an authorized representative of the account holder for each carrier account you connect, and that you may grant this authorization.

3. Autonomy settings and your control

TraxRecovery files requests according to the autonomy settings in your account. By default: requests that are high-confidence and small are filed automatically; medium-confidence or larger requests wait a review window (24 hours by default) during which you can stop them; everything else waits for your approval. You can change these thresholds, pause filing, or dismiss any individual request at any time before it is filed. Every request shows you its evidence, amount, and confidence before and after filing.

4. Fees

• a) **Contingency fee.** You pay TraxSail thirty percent (30%) of each Recovered Amount. Nothing else: no setup fee, no monthly fee, and no charge for requests that are denied, withdrawn, or never filed.

• b) **Recovered Amount** means any refund, credit, adjustment, or other reduction in charges that the carrier grants in connection with a request TraxRecovery identified or filed, measured as the amount credited or refunded by the carrier. It includes credits applied to a later invoice, refunds to a payment method, and offsets against other charges.

• c) **When the fee is earned.** The fee is earned when the carrier approves the request or issues the credit, whichever happens first. It is invoiced after the credit is matched to your invoice data (Section 5).

• d) **Introductory period.** If your account shows an introductory fee rate (for example 0% for the first 30 days after activation), that rate applies to Recovered Amounts whose requests were filed during the introductory period, regardless of when the carrier pays. The rate that applied at filing is recorded on each ledger entry and does not change later.

• e) **Rate changes.** We may change the contingency rate for future requests with 30 days' notice in writing. Requests already filed keep the rate in effect when they were filed.

5. Matching credits, and your obligation to provide invoices

TraxRecovery confirms Recovered Amounts by reading your later carrier invoices. You agree to keep providing your carrier invoices and invoice data to TraxSail, by upload or by carrier data connection, for as long as this Agreement is in effect and for 90 days after any request filed by TraxRecovery is still open.

If the carrier has approved a request (as shown by the carrier's claim status, confirmation, or correspondence) and, 45 days after that approval, TraxSail has not received the invoice data needed to match the credit, the approved amount is deemed a Recovered Amount and the fee is earned on the approved amount. If the credit later turns out to be smaller, we will adjust the fee on your next statement.

6. Billing and payment

• a) Fees are billed monthly through your existing TraxSail subscription in Stripe and charged to the payment method on file. Each statement lists every Recovered Amount with the carrier, tracking number, invoice number and line, claim reference, credited amount, fee rate, fee, and the net amount you kept.

• b) Fees are due when invoiced. Amounts unpaid 30 days after the invoice date accrue interest at 1.5% per month or the maximum allowed by law, whichever is less, plus reasonable collection costs.

• c) You may dispute a fee line within 30 days of the statement by telling us which line and why. We will suspend collection of the disputed line while we review it against the evidence and the carrier's records, and correct any error.

7. Exclusivity and no double filing

While this Agreement is in effect, you will not engage another party to file refund or credit requests on the connected carrier accounts for the categories TraxRecovery audits, and you will not file such requests yourself for items TraxRecovery has already identified, without telling us first. This is to prevent duplicate claims, which carriers reject and which can harm your account standing. If you obtain a credit yourself on an item TraxRecovery had identified and prepared, the fee still applies to that credit.

8. What we do not promise

Carriers decide whether to grant a refund. TraxSail does not guarantee any specific amount of recovery, that any request will be approved, or that a carrier will not change its terms, exclusions, or filing windows. Amounts shown before a carrier decision are estimates. TraxSail is not responsible for carrier delays, denials, or errors in carrier data.

9. Your data

Carrier invoice data, tracking data, and claim correspondence are handled under the TraxSail Privacy Policy. Raw invoice lines are retained so that every finding and fee remains auditable by you. We use the data to run TraxRecovery for you and to improve its rules; we do not sell it and do not share it with other customers.

10. Term and termination

This Agreement starts when you accept it and continues until either party ends it with 30 days' written notice (email is fine). You may also pause filing at any time from your account.

On termination: TraxSail stops filing new requests immediately; requests already filed remain valid and TraxSail may continue to follow them up; Sections 4, 5, 6, 7 (for items already identified), 8, 11 and 12 survive, and fees on Recovered Amounts from requests filed before termination remain payable for 12 months after termination. You will provide the invoice data needed to match those credits, or the deemed-recovery rule in Section 5 applies.

11. Liability

To the extent permitted by law, TraxSail's total liability under this Agreement is limited to the fees you paid under it in the 12 months before the claim, and neither party is liable for indirect, incidental, or consequential damages. You are responsible for the accuracy of the account and invoice data you provide and for your right to grant the authorization in Section 2, and you will hold TraxSail harmless from claims arising from inaccurate data or an authorization you were not entitled to give.

12. General

Texas law governs this Agreement. Disputes are resolved in the state or federal courts located in Texas. This Agreement plus the TraxSail Terms of Service and Privacy Policy are the whole agreement for TraxRecovery. If a provision is unenforceable, the rest stays in effect. You may not assign this Agreement without our consent; we may assign it to a successor of the TraxRecovery business. Notices go to support@traxsail.ai and to the email on your account.

Acceptance

By clicking "I agree and authorize TraxRecovery" you confirm you have read this Agreement, that you are authorized to bind the Customer, and that you grant the authorization in Section 2. The date and the accepting user are recorded on your account (your account record).

Plain-language summary: we only file the refund requests you have authorized, you keep control of what gets filed, and we bill 30% of what the carrier actually credits, nothing otherwise. This draft has not yet been reviewed by an attorney; the version you accept in the app will be.

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