These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Yatara Inc. (“we,” “us” or “our”), concerning your access to and use of the website, portal as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”, “Service“, “Portal”, “System”, or the “SaaS Product“).

You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms and Conditions. If you do not agree with all of these Terms and Conditions, then you are expressly prohibited from using the Site and you must discontinue use immediately.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason.

We will alert you about any changes by updating the “Last updated” date of these Terms and Conditions, and you waive any right to receive specific notice of each such change.

It is your responsibility to periodically review these Terms and Conditions to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by your continued use of the Site after the date such revised Terms and Conditions are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.

Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

These Terms and Conditions (the “Agreement“) are entered into between Yatara Inc (“Provider“) and any individual or entity accessing and using the portal or services provided by Yatara Inc. (referred to as the “Service“, “Portal”, “System”, or the “SaaS Product“). By accessing or using the Service, you (the “Customer” or “User“) agree to be bound by the terms and conditions set forth in this Agreement.

1. Description of Services

The SaaS Product provided by Yatara Inc. is a comprehensive management and safety tailored to the needs of the transportation industry. It offers a range of powerful features and functionalities designed to enhance the operational efficiency, safety, and compliance of carriers, drivers, shippers, lessors/lien holders, and other relevant organizations to manage various aspects of their operations more effectively. This includes but is not limited to driver and vehicle management, insurance tracking, safety compliance, document storage, and skill improvement through driver education courses. The SaaS Product aims to enhance safety standards, streamline operations, and facilitate better communication among stakeholders.

For Carriers:

Carriers gain access to an integrated platform allowing them to efficiently manage their fleets, drivers, safety programs, and insurance-related activities. Through the Service, carriers can:

• Fleet Management: Monitor and manage both trucks and trailers in their fleets.
• Driver Management: Maintain driver profiles, track driver activities, and assign safety programs.
• Safety Programs: Implement safety initiatives and track compliance with regulatory standards.
• Insurance Management: Manage insurance policies, premiums, and claims.
• Document Repository: Store and manage documents such as maintenance records and inspection reports.

For Drivers:

Drivers are empowered to manage their profiles and enhance their safety records through personalized tools and resources. The Service enables drivers to:

• Profile Management: Update and maintain their personal and professional profiles.
• Safety Insights: Access information regarding inspections, violations, and safety records.
• Driver Safety Rating: Utilize a proprietary driver safety rating system that rates their safety performance based on inspections, violations, and automated telematics data.
• Skill Improvement Courses: Enroll in online courses designed to improve their driving skills and reduce their driver safety rating.

For Shippers:

Shippers benefit from a streamlined view of their transportation partners and the ability to rate carrier services. The Service offers shippers the following capabilities:

• Carrier Visibility: View carriers that have transported cargo and services for them.
• Rating System: Rate carriers based on service quality, establishing an internal rating system to inform future business decisions.

2. Parties Involved

This Agreement governs the relationship between Yatara Inc. and any individual or entity granted access to the Service. Users may include carriers, drivers, shippers, lessors/lien holders, and other organizations within the transportation industry seeking to leverage the capabilities of the SaaS Product for improved management, safety, and efficiency.

3. Effective Date and Acknowledgement

This Agreement is effective as of the date of the User’s sign-up and account creation. By signing up and accessing the Service, Users acknowledge that they have read, understood, and agreed to the terms and conditions outlined in this Agreement.

4. Service Management

We reserve the right, but not the obligation, to:

(1) monitor the Service for violations of this Agreement;

(2) take appropriate legal action against anyone who, in our sole discretion, violates the law or this Agreement=, including without limitation, reporting such user to law enforcement authorities;

(3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof;

(4) in our sole discretion and without limitation, notice, or liability, to remove from the Service or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems;

(5) otherwise manage the Service in a manner designed to protect our rights and property and to facilitate the proper functioning of the Service.

5. Contact Information

For any inquiries or notices under this agreement, please contact Yatara Inc’s customer support team for assistance at support@yatara.com.

Please note that if you contact us to assist you, for your safety and ours we may need to authenticate your identity before fulfilling your request.

6. Limitations and Restrictions:

While we strive to offer a robust and reliable Service, certain limitations and restrictions apply. These may include but are not limited to:

• Availability: The Service’s availability may be subject to maintenance, updates, and unforeseen technical issues.
• Third-Party Integration: The Service may integrate with third-party systems and data sources, but Yatara Inc. is not responsible for the availability or accuracy of third-party data.

7. Service Level Agreement (SLA):

8. Payment Terms

The customer agrees to pay any subscription fees as per the chosen plan, billed on a monthly/annual basis. Prices are exclusive of taxes. Yatara Inc. reserves the right to modify pricing with a 30-day notice.

9. Renewal and Termination

This Agreement shall remain in full force and effect while you use the Service. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THIS AGREEMENT OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.

In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

10. Data Protection and Privacy

We care about data privacy and security. Please review our Privacy Policy. By using the Service, you agree to be bound by our Privacy Policy, which is incorporated into this Agreement. Please be advised the Service is hosted in Canada.

If you access the Service from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in Canada, then through your continued use of the Service, you are transferring your data to Canada, and you expressly consent to have your data transferred to and processed in Canada.

11. Intellectual Property Rights

Unless otherwise indicated, the Service is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Service (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of Canada, foreign jurisdictions, and international conventions.

The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in this Agreement, no part of the Service and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Service, you are granted a limited license to access and use the Service and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Service, the Content and the Marks.

12. Warranties and Disclaimers

Yatara Inc. warrants that the Service will perform substantially as described. No other warranties are provided, and the Service is offered ‘as is’.

13. Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Service at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Service. We also reserve the right to modify or discontinue all or part of the Service without notice at any time.

We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Service.

We cannot guarantee the Service will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors.

We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Service at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Service during any downtime or discontinuance of the Service.

Nothing in this Agreement will be construed to obligate us to maintain and support the Service or to supply any corrections, updates, or releases in connection therewith.

14. Third-Party Websites and Content

THIRD-PARTY WEBSITES AND CONTENT

The Service may contain (or you may be sent via the Service) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”).

Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Service or any Third-Party Content posted on, available through, or installed from the Service, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content.

Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Service and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware this Agreement no longer governs.

You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Service or relating to any applications you use or install from the Service. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.

You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

15. Corrections

There may be information on the Service that contains typographical errors, inaccuracies, or omissions that may relate to the Service, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Service at any time, without prior notice.

16. Disclaimer

THE SERVICE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SERVICE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

17. Limitation of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Service; (2) breach of this Agreement; (3) any breach of your representations and warranties set forth in this Agreement; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Service with whom you connected via the Service.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

19. User Data

We will maintain certain data that you transmit to the Service for the purpose of managing the Service, as well as data relating to your use of the Service. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Service.

You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

20. Electronic Communications

Visiting the Service, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Service, satisfy any legal requirement that such communication be in writing.

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICE.

You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

21. Confidentiality

Both parties agree to maintain the confidentiality of information disclosed during the term of this Agreement and for a period of five years after its termination.

22. Governing Law

This Agreement and your use of the Service are governed by and construed in accordance with the laws of the Province of Alberta, without regard to its conflict of law principles.

23. Dispute Resolution

Any dispute, controversy or claim arising out of or relating to this Agreement, including any question regarding its existence, interpretation, validity, breach or termination or the business relationship created by it shall be referred to and finally resolved by arbitration under the Canadian Arbitration Association Arbitration Rules. The place of the arbitration shall be Edmonton, Alberta.

24. Modification of Terms

Yatara Inc reserves the right to modify the terms of this Agreement without prior notice to the Customer.

25. Force Majeure

Neither party will be liable for failure or delay in performing its obligations due to causes beyond its reasonable control, including but not limited to natural disasters, governmental actions, or technological failures.

26. Assignment and Delegation

This Agreement may not be assigned or transferred by the Customer without the prior written consent of Yatara Inc.

27. Integration Clause

This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements or communications.

28. Safety Rating System:

The driver safety rating is derived from inspections, violations, and real-time telematics data, reflecting the driver’s compliance with safety regulations and road safety practices. The rating is proprietary and aims to continuously promote safer driving practices.

Drivers can participate in online courses tailored to their safety needs. Completing courses can improve the driver’s safety rating and their overall skills, fostering safer driving behaviors on the road.

29. User Responsibilities and Usage Policies

As a user of Yatara Inc.’s management and safety portal for the transportation industry (“SaaS Product“), you are required to adhere to the following user responsibilities and usage policies to ensure the integrity, security, and effective operation of the platform. By accessing and using the SaaS Product, you agree to comply with these guidelines:

• Accurate Information: Users are responsible for providing accurate and up-to-date information when creating accounts, managing profiles, and entering data into the system. This includes information related to carriers, drivers, vehicles, insurance, and safety records.

• Compliance with Regulations: Users must adhere to all relevant laws, regulations, and industry standards governing trucking, transportation, safety, and data privacy.

• Account Security: Users are responsible for maintaining the security of their accounts. This includes keeping passwords confidential, enabling multi-factor authentication (MFA), and promptly reporting any unauthorized access.

• Document Management: Users should upload accurate and relevant documents to the platform, such as insurance records, maintenance logs, and driver certifications, while ensuring they have the proper ownership or permissions to share such documents.

• Rating System: Users should engage with the safety rating system and driver safety scores and educational courses in an honest and transparent manner, without attempting to manipulate or artificially inflate scores.

• Respectful Communication: Users must engage in respectful and professional communication with other users, refraining from offensive, abusive, or discriminatory language.

• Prohibited Activities: Users must not engage in any unauthorized, illegal, or malicious activities, including attempting to gain unauthorized access to other users’ accounts or the system.

• Privacy and Confidentiality: Users should avoid uploading unauthorized sensitive or private information that could compromise security or privacy. Yatara Inc. is committed to maintaining the confidentiality and security of user data.

• Feedback and Assistance: Users are encouraged to provide feedback, report issues, and seek assistance from Yatara Inc.’s support team in a timely manner.

• Data Ownership and Usage: Users acknowledge that the data they input into the platform remains their property, but Yatara Inc. may use aggregated and anonymized data for purposes such as improving the platform and generating industry insights. Data may be shared with 3^rd parties in accordance with the Privacy Policy.

Failure to comply with these user responsibilities and usage policies may result in temporary suspension or permanent termination of access to the Portal.

By continuing to use the SaaS Product, you confirm your agreement to abide by these guidelines and policies.

30. Miscellaneous

This Agreement and any policies or operating rules posted by us on the Service constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.

This Agreement operates to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.

If any provision or part of a provision of this Agreement is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

There is no joint venture, partnership, employment or agency relationship created between you and us as a result of this Agreement and Conditions or use of the Service. You agree that this Agreement conditions will not be construed against us by virtue of having drafted them.

You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.