Terms And Conditions

Clients

1. ROLE OF FUZE LOGISTICS SERVICES INC. (“the COMPANY”)

The Company includes any employee, agent or independent contractor engaged by the Company to perform any transport or related service for the Customer’s goods.

The Company offers its services based on these conditions that apply to all activities of the Company in arranging transportation or providing services related to, such as, but not limited to, warehousing and any other kind of logistics services. The Company may provide its services as either principal or agent. The Company acts as an agent of the Customer, except

where it issues a transport document or electronic record evidencing its obligation for the delivery of goods, or

to the extent it physically handles goods by its own employees and equipment while performing any service in which cases it acts as principal,

But whether acting as principal or as an agent these conditions govern the rights and liabilities of the Customer and the Company. Notwithstanding the foregoing, advice and information that is not related to instructions accepted by the Company are provided gratuitously and without liability of any kind, including for negligence. Advice is for the Customer only and is not to be furnished to any other party without prior written consent.

2. ROLE AS AGENT

When acting as an agent, the Company acts solely on behalf of the Customer in engaging the services of third parties on the usual terms and conditions on which the third parties offer such services for the carriage, storage, packing or handling of any goods, or for any other service in relation to them, thereby establishing a direct contract between the Customer and the provider of such services capable of being enforced by the Customer as principal, whether or not the Customer is identified in the contract. The Company shall on demand by the Customer provide evidence of any contracts made on its behalf.

For purposes of this clause the Company acts as an agent for all such persons who may ratify such agency at any subsequent time.

3. OTHER SERVICES AND/OR ROLE AS PRINCIPAL

Where requested by the Customer the Company may i. issue a transport document or electronic record by which it as principal undertakes carriage of particular goods; or ii. undertake in writing proper performance of the terms of any contract between the Customer and a third party whose services the Company has engaged on behalf of the Customer. The Company is liable only to the same extent as the third party whose actions have been undertaken, as may be limited by the conditions on which that party customarily offers its services.

Where it issues a transport document or electronic record, or provides an undertaking, the rights and obligations of the Company will be governed by the special conditions therein in addition to these Conditions. In the event of any inconsistency special conditions prevail.

4. SERVICES REQUIRING SPECIAL ARRANGEMENTS

The Customer must give instructions in writing to the Company at a reasonable time before the tender of goods for storage or transport where it requests the Company to:

arrange for the departure or arrival of goods before specific dates;

arrange for goods to be carried, stored or handled separately from other goods;

arrange for the transport of goods that may taint or affect other goods, or may harbor or

encourage vermin or pests;.

make a declaration of value or special interest in delivery to any carrier or terminal;

instructs carriers or delivery agents to hold goods until payment of any amount or until surrender of a document;

arrange for the transport of goods of unusual high value, luxury goods, currency, negotiable Instruments or securities of any kind, precious metals or stones; antiques or art; human remains, livestock or plants, or any other comparable cargos

Whereas for any reason it does not accept such instructions, the Company must promptly so advise the Customer by any means of communication used in the ordinary course of business. If it continues to use the Company’s services for the contemplated transport, the Customer assumes all risks connected with the non-performance of such instructions, whether caused or contributed to by the Company’s negligence or not.

5. THE COMPANY’S GENERAL RESPONSIBILITIES

1. The Company shall exercise reasonable care in the discharge of its obligations including the selection and instruction of third parties that provide any services engaged on behalf of the Customer.

2. The Company shall arrange transport and any related services within a reasonable time after receiving the Customer’s instructions.

3. If it has reasonable grounds for departing from any of the Customer’s instructions, the Company can do so without prior authorization from the Customer, but must act with due regard to the interests of the Customer, and, as soon as possible, inform the Customer of its actions and any additional charges resulting therefrom.

6. CUSTOMER’S GENERAL RESPONSIBILITIES

1. The Customer shall be deemed to be competent and to have reasonable knowledge of matters affecting the conduct of its business, including terms of purchase and sale, the risks involved in the transportation of its Goods and need for insurance and the extent of coverage available for the type of goods being tendered for shipment, the need for care to avoid viruses by electronic communications, the need for confidential handling of information relating to high value goods, and all other matters relating thereto.

2. The Customer warrants that all information in whatever form relating to the general and dangerous character of the Goods, their description, Bar-Coding, marks, number, weight, volume and quantity of the Goods, as furnished by the Customer or on its behalf, was accurate and complete at the time the Goods were taken in charge by the Company or any third party whose services it has engaged. The Customer further undertakes to provide independent confirmation of such particulars at the request of the Company.

7. CUSTOMER’S RESPONSIBILITY FOR PACKAGED AND CONTAINERIZED GOODS

1. Except where the Company has accepted instructions in respect of the preparation, packing, stowage, labeling or marking of the goods, the Customer warrants that all goods have been properly and sufficiently prepared, packed, stowed, labeled and/or marked, and that the preparation, packing, stowage, labeling and marking are appropriate to any operations or transactions affecting the goods and the characteristics of the goods.

2. Unless the Company has accepted instructions to arrange for or to perform the loading of a transport unit by its employees, the Customer warrants that:

the transport unit has been properly and competently loaded;

the goods are suitable for carriage in or on the transport unit; and

the transport unit is in a suitable condition to carry the goods loaded therein (save to such extent as the Company has approved the suitability of the transport unit).

8. SHIPMENT INVOLVING THE COLLECTION OF FREIGHT AND OTHER CHARGES

When goods are accepted or dealt with upon instructions to collect freight, duties, charges or other expenses from the Consignee or any other person, the Customer shall remain responsible for the same if they are not paid by such Consignee or other person immediately when due.

9. QUOTATIONS AND INVOICING

Quotations are given based on immediate acceptance and are subject to withdrawal or revision. Unless

otherwise provided by the Company in the quotation, the Company may revise quotations or charges

upon notice in the event of changes imposed on the Company for which the Company has no control.

Such changes include but are not limited to exchange rates, freight rates, carrier surcharges and any

other charges and/or surcharges imposed in the industry applicable to the Customer’s goods.

10. CHANGED CIRCUMSTANCES/FAILURE TO TAKE DELIVERY

If events or circumstances, including a Customer’s failure to take delivery, occur that affect

performance of the Customer’s mandate, the Company shall take reasonable steps to obtain the

Customer’s further instructions. If for whatever reason it does not receive timely instructions, the

Company may

i. store the goods at the sole risk and expense of the Customer, or

ii. sell the goods immediately and without further notice, and hold any net proceeds for the

account of the Customer or

iii. authorize any third party to abandon carriage and make the Goods or any part of them

available to the Customer at a place that is reasonable in the circumstances

11. DANGEROUS GOODS

The Company has no obligation to provide services for the transportation, storage, and handling of any

dangerous goods. The Customer will provide the Company will all pertinent information including but

not limited to the nature of the goods, the packaging involved etc. relevant to the dangerous goods.

Based on the information provided, the Company will advise the Customer if it undertakes to provide

the services requested.

If services are provided by the Company, then the Customer undertakes to package, label, mark and

make available the dangerous goods in compliance with any and all laws or regulations governing the

transportation, storage, and handling of the dangerous goods.

If the Customer fails to comply with any and all applicable laws or regulations, the Customer shall hold

harmless and indemnify the Company against all loss, damage or expense resulting from such failure

including but not limited those arising out of the goods being tendered for transportation or handled or

carried by or on behalf of third parties hired by the Company

12. INSURANCE

The Customer is deemed to understand the risks involved with the transportation of its goods and as

such, the Customer must give the Company instructions in writing to arrange insurance on its goods a

reasonable time before the tender of goods for storage or transport. The Company may carry out these

instructions by declaring the value of the goods under an open marine cargo policy taken out by the

Company, and, upon request, provide a certificate or declaration of insurance, or other evidence of

insurance. The coverage on goods so declared is subject to the terms and conditions of the policy. The

Company is not liable if the Customer for any reason whatsoever fails to recover a loss in whole or in

part from the insurer under the policy, even though the premium charged by the insurer is different

from the Company’s charges to the Customer.

If coverage under its open marine cargo policy is not satisfactory, the Company will recommend an

insurance broker to arrange insurance appropriate to the customer’s needs. After making this

recommendation, the Company has no further duty regarding insurance, and no liability for loss of or

damage to the goods during transport or storage that could have been covered by insurance on the

goods, whether such loss or damage has been caused or contributed to by its negligence or breach of

these conditions, or otherwise.

If Customer fails to provide written instructions to the Company to arrange insurance on its goods and

should the goods be lost or damaged in the course of the services provided by the Company and beyond

the control of the Company, the Customer shall have no right to claim upon the Company and

furthermore has no right to deduct any amount from the freight charges and/or other charges due to the

Company.

13. NOTIFICATION OF CLAIMS

In the event that the Customer’s goods are insured by a coverage provided by the Company as per

Clause 12, Insurance, then in case of loss of and/or damage to goods, The Customer on its own behalf

and on behalf of the owner of the goods shall notify the Company in writing within three (3) days of

the receipt of the goods.

For goods not insured by coverage provided by the Company as per Clause 12, Insurance, the

Customer on its own behalf and on behalf of the owner of the goods shall notify the Company in

writing of any claim

i. in case of loss and/or damage to goods within 30 days of the completion of transit,

ii.in case of delay in delivery or non-delivery within 30 days of the date when the goods should

have been delivered,

iii.in any other case within 60 days of the event, giving rise to the claim.

If a claim was not discoverable by the exercise of reasonable care within the applicable time period, the

Customer must give notice forthwith after receiving information as to events that may give rise to a

claim. Failing notice as required by this clause, the claim is barred, and no action can be

brought against the Company to enforce the claim

14. LIMITATION OF LIABILITY

Compensation for any claim for which the Company is liable shall not in any event exceed:

i. 2 SDR (SDR = Special Drawing Rights) per kilo of the gross weight of the goods that

are the subject of the claim;

ii. 666.67 SDR per enumerated package of goods that are subject of the claim and only

with respect to ocean shipments for which an ocean bill of lading is issued;

iii. 50,000 SDR per transaction;

Whichever is less, unless a higher limitation of liability is imposed by law then that higher limitation of

liability shall apply.

Without prejudice to any other conditions herein or other defenses (such as but not limited to Force

Majeure) available to the Company, in no circumstances whatsoever shall the Company be liable to the

Customer or owner of the cargo for any consequential, indirect loss such as but not limited to losses

arising from delay and/or loss of market and/or market value.

Upon the Customer’s written request, the Company may accept liability in excess of these limits

provided the Customer pays the Company’s additional charges for such increased liability. The

Customer can obtain details of these charges from the Company.

15. INDEMNITY

The Customer shall indemnify the Company against all duties, taxes, payments, fines, expenses, losses,

claims and liabilities, including any liability to indemnify any other person against claims made against

such other person by the Customer or by the Owner

i. for which the Company may be held responsible unless caused or contributed to by any

negligence or breach of duty of the Company, or

ii. in excess of the liability of the Company in accordance with these Conditions,

resulting from or connected with the actions of the Company related to any service to which these

Conditions apply.

16. SET OFF AND COUNTERCLAIM

The Customer shall pay to the Company in cash, or as otherwise agreed, all sums immediately when

due without reduction or deferment on account of any claim, counterclaim or set off.

17. RIGHT OF DETENTION AND LIEN

All goods (and documents relating to goods) shall be subject to a particular and general lien and right

of detention for monies owing either in respect of such goods, or for any particular or general balance

or other monies owed, whether then due or not, by the Customer, sender, consignee or

owner of the goods to the Company. If these monies remain unpaid for 28 days after the Company

sends notice of the exercise of its rights to these people by any means of communication reasonable in

the circumstances, the goods may be sold by private contract or otherwise at the sole discretion of the

Company, and the net proceeds applied on account of the monies owing. The Company will not be

liable for any deficiencies or reduction in value received on the sale of the goods nor will the Customer

be relieved from the liability merely because the goods have been sold.

18. TIME BAR

The Company shall, unless otherwise expressly agreed, be discharged of all liability under these

Conditions unless suit is brought within 9 months from

i. the date of delivery of the Goods for claims to damage to goods, or

ii. the date when the Goods should have been delivered for claims for delay in delivery

or loss of goods.

With respect to loss or damage other than loss of or damage to the Goods, the 9-month period shall be

counted from the time when the act or omission of the Company giving rise to the claim occurred.

19. FORCE MAJEURE

The Company shall be relieved of any and all liability for any loss or damage if, and to the extent that,

such loss or damage is the result of an event or circumstance (a “force majeure” event) that prevents the

Company from performing one or more of its contractual obligations to the extent that the Company is

affected by an impediment which is beyond its reasonable control, such impediment could not

reasonably have been foreseen and could not reasonably been avoided or overcome by the Company

acting in a commercially reasonable manner. The following events shall be presumed to be a “force

majeure” event: a) war (whether declared or not), hostilities, invasion, acts of foreign enemies,

extensive military mobilization; b) civil war, riot, rebellion and revolution, military or usurped power,

insurrection, acts of terrorism, sabotage or piracy; c) currency and trade restriction, blockade, embargo,

sanction; d) act of government authority whether lawful or unlawful, compliance with any law or

governmental order, expropriation, seizure of works, requisition, nationalization; e) plague, epidemic,

pandemic, natural disaster, extreme natural event, extreme weather event, nuclear, chemical or biological contamination; f) explosion, fire, destruction of equipment, prolonged break down of

transport, telecommunication, information system or energy; g) general labour disturbance such as

boycott, strike and lock-out, go-slow, occupation of factories and premises; or any other event or

circumstance beyond the Company’s control. In the event of such circumstances the Company is

entitled to modify its services, procedures, rates, prices, and surcharges as in the Company’s reasonable

discretion are considered necessary, and the Company is entitled to full remuneration and indemnity for

any charges so incurred or applied.

20. APPLICABLE LAW AND JURISDICTION

The Parties agree that where they have used electronic communications to transact in whole or in part

any business such communications will be given legal effect in accordance with the provisions (so far

as they may be applicable) of the Uniform Electronic Commerce Act as approved by the

Uniform Law Conference of Canada. Otherwise, these Conditions shall be governed by the law of the

Province of Quebec.

By accepting the services provided under these Conditions, the Customer irrevocably attorns to the

exclusive jurisdiction of the Courts of the Province of Quebec.

21. COPYRIGHT

This website and its contents, including but not limited to text, images, logos, graphics, and

multimedia, are the exclusive property of Fuze Logistics Services Inc, unless otherwise stated.

Unauthorized use or reproduction of any materials from this site is prohibited without prior written

consent from Fuze Logistics Services Inc.

Carriers

Intra-Canada

INTRA-CANADA BROKER AGREEMENT

THIS AGREEMENT (“Contract”) is made and entered into on this 15 day of October, 2025, at Montreal, Quebec, by and between Services Logistiques Fuze Inc./Fuze Logistics Services Inc., a Canadian corporation with its primary place of business at 8500 Boulevard Decarie, Suite 400, Mont Royal, QC H4P 2N2 (“Broker”), and _______________________________at_____________________________________________________ (“Carrier”). The foregoing named parties are sometimes subsequently referred to herein collectively as “Parties” or individually as “Party.”

RECITALS

WHEREAS Carrier is a motor contract carrier of property in one or more of the following forms: (i) a motor contract carrier duly licensed by all required and necessary federal and provincial Canadian operating authorities engaged in regulating intra- and inter-provincial/territorial carriage of goods; (ii) holds valid registration with Transport Canada or a provincial or territorial regulator, as applicable, and is in good standing and holds a valid safety certificate with a satisfactory rating under the Canadian National Safety Code (NSC); (iii) if registered in Ontario, holds a valid registration with the Commercial Vehicle Operator’s Registration (CVOR) System with a satisfactory rating; and/or (iv) if registered in Quebec, has a register identification number (Numéro d’identification au registre) (NIR) R- 0 number and a satisfactory rating from the Commission des transports Quebec (“QTC”).

WHEREAS Broker is duly registered with the QTC as a transport service intermediary bearing Numéro d’intermédiaire (NI) number 7-C-31008-I, and is a duly registered property broker with the Federal Motor Carrier Safety Administration (FMCSA) in Docket No. DOT # 3438855, and arranges transportation of property by motor carriers for its customers; and

WHEREAS Broker desires to engage the services of Carrier to transport property for or on behalf of Broker and its customers and Carrier desires to provide such services to Broker.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises contained herein, the Parties agree as follows:

TERMS AND CONDITIONS

1. Contract Term and Termination. This Contract shall be effective as of the date written above and shall remain in effect until terminated in the manner provided herein. This contract is effective as of October 15th , 2025, supersedes all the previous versions. Broker may terminate this Contract immediately upon Carrier’s breach, loss or suspension of safety rating, or insurance coverage. Otherwise, either Party may terminate this Contract without cause, upon thirty (30) days’ prior written notice to the other Party.

2. Shipments to be Tendered by Broker. Broker hereby agrees to tender various shipments to Carrier as its needs require for transportation in intra- and inter-provincial/territorial commerce, and Carrier hereby agrees to transport such shipments in accordance with the terms and conditions stated in this Contract. The Parties acknowledge and agree that this is not an exclusive arrangement, meaning that Broker shall not be required to submit any or all of its transportation requirements to Carrier and Broker does not guarantee a set volume or number of shipments, tonnage or revenue to Carrier, and Carrier may provide transportation services to other customers. Broker shall inform Carrier of place of origin and destination of all shipments, and if applicable, any time-sensitivity instructions or special equipment requirements. Each shipment tendered by Broker and accepted for transportation by Carrier shall be confirmed via a “Rate Confirmation” in the form set forth on Appendix A, attached hereto and made a part hereof, and any subsequent amendments or re-issues during the term of this Contract. Each Rate Confirmation shall be governed by the terms and conditions of this Contract. The tender shall contain detailed instructions regarding the transportation services and it also will contain the special conditions that may apply according to the customer’s instructions. In case of inconsistency, this Contract shall prevail and supersede instructions or other terms contained in the tender, except with respect to customer-specific instructions relating to safety, handling, and regulatory compliance, which shall govern in priority to the general provisions of this Contract.

3. Determination of Carrier’s Compensation. Carrier shall seek payment for services rendered hereunder solely and exclusively from Broker and further, Carrier waives its right to claim payment of its freight charges from the shipper, the consignee or any of Broker’s customers, and agrees not to contact them for payment at any time during or following the completion of the transport movement. Broker shall compensate Carrier in accordance with the Rate Confirmation (Appendix A) issued by the Broker. Unless Carrier objects to the contents of the Rate Confirmation before shipment pick-up, Carrier shall be deemed to have consented to the Rate Confirmation which shall be binding. No other rates and charges shall be applicable unless agreed to in writing and signed by both Parties. Each Rate Confirmation shall be incorporated as an addendum to, and considered to be a part of this Contract, and the Parties agree to retain all such addenda for at least two (2) years after termination of this Contract or longer to the extent required by law.

4. Payment of Compensation.

a. Except as provided in Paragraph 4 (b), below, Broker shall pay compensation to Carrier, as set forth in Paragraph 3, hereof, within thirty (30) days of its receipt of Carrier’s invoice. Each invoice submitted by Carrier shall be accompanied by the Receipt (as defined in Paragraph 15) and signed delivery receipt for the shipment covered by the invoice, showing delivery without loss, damage, or delay. Late charges shall not apply to any payment due hereunder which is contested by Broker in good faith. Carrier has a limit of 90 days from the date of delivery to submit any and all invoices for that load unless Broker expressly consents in writing to late submission prior to the expiry of such ninety (90) day period. If the invoice is not received within that period, the Carrier waives all rights to claim for payment for that load, along with any and all other rights associated therewith.

b. Carrier shall pay all licenses, fees, fuel tax payments, road tax, equipment use fees, equipment license fees, driver’s license fees, tolls, and any other fees and fines that may be assessed on its equipment or operations except when such fines are due to the negligence of Broker or its shippers.

c. In addition to what is provided for in Paragraph 3 of the Contract, Carrier (i) agrees not to contact Broker’s customers, consignors, consignees or any party other than Broker concerning payment for transportation services; and (ii) agrees to indemnify, defend, and hold Broker, its customers, consignors, and consignees, and their respective shareholders, directors, officers, agents and employees, harmless from any and all losses, harm, injuries, damages, claims, suits, settlements, judgments, penalties, verdicts, awards, costs, expenses, and liabilities (including reasonable legal fees and other costs of litigation, such as expert witness fees) (collectively, “Damages”), arising from any claim or demand made by any subcontractor or other party for payment for transportation services related to a shipment tendered hereunder.

d. Broker shall not be responsible for payment of any original invoices that are not submitted in accordance with this Paragraph 4 (a) within ninety (90) days of invoice date. This period also applies for any dispute related to the carriage of the load, along with any and all related services. Broker may withhold and offset compensation owed to Carrier (i) on any occasion when a shipment tendered hereunder is lost, damaged, or delayed in transit; (ii) to satisfy any unpaid debt owed by Carrier to Broker; or (iii) to satisfy any un-reimbursed advance made to Carrier, or on its behalf. In such case, Broker shall provide written notice to Carrier indicating the amount withheld and offset and the reason(s) therefore. Withholding and offsetting of compensation shall not allow, permit, or entitle Carrier to seek payment from Broker’s customers, consignors, consignees, or any other third party.

e. Any claim for underpayment of compensation for transportation services provided hereunder shall be presented within thirty (30) days of its discovery, provided that the Carrier shall not be permitted to assert such a claim any later than ninety (90) days after the delivery date of the shipment giving rise to the claim. The Carrier shall support its claim with documentation identifying the amount of the undercharge, the delivery date, the goods, the consignor, and the consignee. The Broker shall pay, deny, or make a firm compromise offer within forty-five (45) days of receiving a claim from the other Carrier. This Paragraph 4 shall survive termination of this Contract.

5. Carrier’s Operating Authority.

a. Carrier represents and warrants that all transportation performed hereunder shall be a contract carriage and (i) it is a motor contract carrier of property duly licensed by all required and necessary Canadian federal, provincial, and territorial operating authorities engaged in regulating the intra- and inter-provincial/territorial carriage of goods; (ii) it is in good standing and holds a valid safety certificate with a satisfactory rating under the Canadian National Safety Code (NSC); (iii) if registered in Ontario, holds a valid registration with the Commercial Vehicle Operator’s Registration (CVOR) System with a satisfactory rating; (iv) if registered in Quebec, has a register identification number (Numéro d’identification au registre) (NIR) R- 0 and a satisfactory rating from the QTC; and (v) holds a valid license or certificate to operate an intra- and inter-provincial/territorial transportation of goods or valid overweight permits pursuant to any applicable laws if necessary or as issued under the applicable motor vehicle and highway traffic legislation applicable to the jurisdiction of the transportation route. At all times, Carrier shall have and maintain all required and necessary Canadian federal, provincial and territorial operating authorities or permits and any other registrations, licenses, or authorities issued by federal, provincial, territorial, municipal or local governments that are applicable to, or necessary for its operations hereunder, including any business permits or licenses that may be required in connection with the performance of the services.

b. For the benefit of Broker and any and all shippers, consignors, consignees, receivers, and any other parties with any interest to the transportation of the property, Carrier warrants that the equipment to be used to haul shipments under this Contract, including but not limited to: semi-trailers, containers, truck vans, shipping containers and railcars, and semi-tractors are in compliance with and shall be in conformance with, and used and operated in compliance with, applicable laws. Furthermore, without cost to Broker, Carrier shall provide and ensure completion of all preventative maintenance and ongoing maintenance including, but not limited to, periodic safety inspections, annual safety inspections and emissions testing pursuant to the standard set out in any and all of the applicable motor vehicle statutes and regulations of the applicable jurisdiction(s) of operation.

c. Carrier shall notify Broker immediately of any suspension, termination, revocation, or withdrawal of any of its operating authorities, in which event Broker shall have the right to terminate this Contract immediately upon written notice to Carrier. Promptly upon Broker’s request, Carrier shall provide Broker with copies of all documents reasonably requested by Broker to verify Carrier’s licensing and registration.

d. Carrier shall defend, indemnify, hold harmless and be liable for any and all Damages incurred by Broker and any and all shippers, consignors, consignees, receivers, and any other parties with any interest to the transportation of the property, and their respective shareholders, directors, officers, agents and employees, arising from any breach of the representations and warranties set forth in this Paragraph 5, including but not limited to, any penalties imposed on the same, or assumed by Broker due to penalties imposed on Broker’s customers because of Carrier’s use of non-compliant equipment.

6. Drivers, Equipment, and Safety.

a. Carrier shall ensure that the drivers involved in performing transportation services are properly trained, licensed, qualified, capable and competent to operate the motor vehicles used to transport shipments tendered by Broker, and to provide the handling and transportation services under this Contract. Carrier agrees that drivers will be dispatched in accordance with the hours of service requirements as provided in rules promulgated by any Canadian authority whose jurisdiction is within Carrier’s transportation route. Carrier and its drivers shall comply with all rules, policies, and procedures in effect from time to time at customer or consignee facilities to the maximum extent practicable.

b. Carrier shall make its best efforts to accept all shipments tendered by a shipper or customer to Carrier, procured by Broker under the terms of this Contract, provided such shipment does not exceed the capacity (in weight or volume) of Carrier’s equipment.

c. At its own expense, Carrier shall provide and maintain all equipment required for the services requested by Broker and shall only use and provide equipment that is (i) clean; (ii) in good operating condition and repair; (iii) in compliance with generally accepted practices for the safe and sanitary transportation of property and all applicable federal, provincial, territorial, municipal and local laws, regulations, and rules; and (iv) suitable and properly configured to safely load, transport, and unload each shipment tendered hereunder. Carrier shall ensure that all equipment and loads are in compliance with applicable environmental standards of any and all jurisdictions on its transportation route and must act in accordance with those environmental standards. All equipment provided for the transportation of food, food grade products, or cosmetics shall comply with the requirements of the Safe Food for Canadians Regulations (Canada) and Food and Drugs Act (Canada), and any other applicable federal, provincial, territorial, municipal or local laws or regulations governing the transport of said products, and equipment so provided shall not have been used to carry waste, garbage, hazardous materials, or any other commodity that might adulterate or contaminate food, food products, or cosmetics.

7. Performance and Delivery Time.

a. Carrier shall transport each shipment tendered hereunder to its specified destination with reasonable dispatch and without delay. Carrier is solely responsible for handling timing of delivery and related scheduling. When accepting the tender, Carrier will be bound to the obligation to follow the instructions and schedules provided in it. If Broker or its customer informs Carrier of a specified delivery date and/or schedule before pick-up of any shipment or series of shipments, then Carrier shall meet such specified date and/or schedule with no exception. However, Carrier shall not violate any law, rule, or regulation pertaining to highway or motor vehicle safety in order to make timely delivery of a shipment. Carrier shall have sufficient information technology capabilities and resources to provide real-time shipment tracking information to Broker upon request.

b. Time is of the essence with respect to the performance of all obligations under this Contract, including but not limited to the pickup, transportation, and delivery of freight, submission of documentation, and payment of fees. The Parties acknowledge and agree that any failure to meet the deadlines or timeframes specified herein shall constitute a material breach of this Contract.

Broker and Carrier further agree that strict adherence to all time-related provisions is critical to the commercial viability of the services provided, and that delays may result in termination of this Contract, forfeiture of payments, and/or liability for damages incurred by the non-breaching Party and Broker will be entitled to offset the payment of the amount due for this breach.

8. Compliance with Laws. Carrier shall comply with all federal, provincial, territorial, municipal and local, and to the extent applicable, international, laws, regulations, ordinances, and rules applicable to its operations, its equipment, and its performance of services under this Contract, including without limit those pertaining to the persons involved in performing the services, occupational health and safety, public safety, transportation, customs and free trade, hazardous materials, and the environment. In particular, but without limitation, Carrier shall observe and obey all laws, regulations, and rules pertaining to load securement, weight restrictions, speed limits, routing restrictions, hours of service, controlled substances testing, driver training and qualifications, vehicle inspection, and/or safe operation of motor vehicles. Carrier shall be solely responsible for, and shall bear any fines, penalties, costs, or expenses arising from any failure to comply with the requirements of this Paragraph, and shall indemnify Broker for any fines, penalties, costs or expenses that it may incur and that arise directly out of Carrier’s violation of any applicable laws and regulations during Carrier’s performance under this Contract.

9. Shipment Instructions. Before, or at the time of shipment pick-up, Carrier shall obtain instructions as to requirements for handling, securing, and protection of the load, including specifications noted on the bill of lading, on shipment instructions, or as otherwise agreed to by the parties. If Carrier accepts for transport a shipment for which special instructions are so provided, Carrier will be responsible for adhering to said instructions. Carrier shall ensure that all freight is properly blocked and braced for transportation pursuant to any applicable transportation industry standards or other applicable standards, unless tendered to Carrier in a pre-loaded, sealed trailer, in which case Carrier shall note the seal numbers on the Receipt. The goods being shipped shall be considered to be in apparent good order and condition, unless otherwise indicated by Carrier or receiver on the Receipt.

10. Broker’s Compensation. Carrier shall not claim or demand, in whole or in part, any commissions earned by Broker on shipments tendered hereunder. Broker shall not be required to disclose the amount of its commission to Carrier, and Carrier shall not attempt to ascertain the amount of such commission from any person. This Paragraph shall survive termination of this Contract.

11. Independent Contractor. Carrier is an independent contractor and shall exercise exclusive control, supervision, and direction over (i) the manner in which transportation services are provided; (ii) the persons employed or engaged by Carrier in providing transportation services; and (iii) the equipment selected and used to provide transportation services. None of Carrier’s employees, subcontractors, agents or other persons providing transportation services shall be, or shall deemed to be, an employee, subcontractor or agent of Broker for any purpose whatsoever, and Broker shall have no duty, liability or responsibility, of any kind, to or for the acts or omissions of Carrier or its employees, subcontractors, agents or other persons providing transportation services, or any of them. Carrier agrees to defend, indemnify and hold Broker harmless from any Damages with respect to any and all claims of any kind based on any act or omission of Carrier or its employees, subcontractors, agents or other persons providing transportation services. Carrier shall comply, at Carrier’s own expense, with all requirements of applicable federal, provincial, territorial, municipal and local laws and regulations relating to, payroll taxes, workers’ compensation, employment insurance, medical insurance, life insurance, paid vacations, pension/profit sharing, and similar withholdings for its employees, agents, subcontractors and all other persons performing transportation services, including full responsibility for filing all necessary returns and reports, and the payment of all taxes or contributions imposed thereunder. Carrier shall accept exclusive liability for all such taxes or contributions and shall defend, indemnify, hold harmless and be liable for any Damages incurred by Broker arising from any claims or demands for any such taxes or contributions, penalties and interest which may be imposed upon Broker with respect to all or part of the consideration to be paid to Carrier hereunder. This Contract does not create, nor shall it be deemed to create a partnership, joint venture, or agency relationship between Broker and Carrier. This Paragraph shall survive termination of this Contract.

12. Carrier’s Cargo Liability and Claims.

a. Carrier warrants the safe arrival of the shipment in the same condition as when received by Carrier for transportation. Carrier shall have sole and exclusive care, custody and control of each shipment tendered by Broker from the time of pick-up until completion of delivery of the shipment to the consignee. Carrier shall be liable to Broker’s customer, or to Broker, as assignee of the claim, for any and all loss or theft of, and damage to shipments, and for delayed deliveries, including any damage caused by third parties while the shipment is in transit and any damages resulting from delays in transporting the shipment. However, Carrier shall not be liable for loss, damage, or delay caused solely by an inherent defect in the product/goods being shipped, or the negligence of Broker or its customer, in which case Carrier shall have the burden of proving applicability of the exception. In order for Carrier to be absolved of responsibility for damages they did not cause, Carrier shall be required to properly record the specific details as to the cause of loss, damage or delay and provide any relevant supporting materials. In the absence of proper documentation, Carrier is responsible for any loss, damage or delay.

b. Carrier shall be liable for the full, actual value of each shipment transported hereunder, which shall be the invoice price of the goods comprising the shipment at destination, as shown on documentation provided to the Carrier at or before the time Carrier picks up the shipment. No released value or other limitation of liability shall be valid or enforceable against Broker or its customer unless expressly agreed to by Broker in a signed writing separate from the Receipt or other delivery confirmation issued by Carrier. The limit set by Carrier’s cargo insurance policy shall not limit, or be deemed to limit, Carrier’s liability on any shipment accepted hereunder.

c. Carrier agrees that Broker and/or its customer has nine (9) months from the date of delivery, or in the case of non-delivery, nine (9) months of a reasonable time for delivery for failure to make delivery. Claims for concealed damage must be filed within sixty (60) days of delivery. Broker and/or its customer shall support any such claim with pertinent documents, provided that failure to supply such documents shall not affect the validity of the claim. Within thirty (30) days of receiving a claim from Broker or its customer for loss, theft, damage, or delay, Carrier shall pay or deny the claim (in which case the reasons for denial shall be fully explained in writing) or make a firm compromise offer. In the event Carrier does not respond to such claim within such thirty (30) days of the claim date, the claim shall be deemed to be accepted by Carrier and Broker may deduct any payment due to Broker under this Paragraph from any other monies due to Carrier for services performed under the terms of this Contract. If the Carrier provides notice to Broker that the Carrier has disallowed the claim or any part thereof, the time limit for filing suit against Carrier for loss or damage shall be two (2) years and one (1) day from the date when written notice is initially given by the Carrier to the Broker that the claim or any part thereof has been disallowed.

d. Upon receipt of a damage or non-delivery claim, Carrier shall promptly investigate such claim and inspection of freight at Broker’s or other shipper, or consignee facility shall take place within sixty (60) days of receipt of the claim. Carrier shall bring full resolution within one hundred twenty (120) days of receipt of claim. Inspection organization selected must be approved by Broker and services shall be paid for by Carrier.

e. In the event goods (whether branded or labeled or not) are damaged, Broker’s customer may decide in its sole discretion, whether the goods may be salvaged, and if salvageable, the value of such salvage. Any salvage receipts shall be deducted from the amount of Broker’s claim against Carrier. In the event that Broker’s customer determines that damaged goods may not be salvaged, Carrier will return goods at their cost to Broker and Broker or Broker’s customer will destroy said goods. If Carrier pays the full, actual value of the damaged goods and requests possession of the goods for salvage, then Broker on behalf of customer or customer shall have the right to remove all identifying marks or labels. Alternatively, the goods shall be permanently marked as “damaged” or similarly noted, in which case neither Broker nor its customer shall bear any cost or expense of such notation.

f. To the extent permitted by law, the terms of this Contract shall prevail over any inconsistent provisions in the federal, provincial or territorial legislation having jurisdiction (including relevant traffic safety or highway traffic statutes), and/or the provisions of any Receipt or similar document. This Paragraph 12 shall survive termination of this Contract.

g. Broker may deduct from any amount otherwise payable to Carrier all or part of any claim, whether from a customer, a third party, or otherwise, arising from or relating to this Contract, and for which Carrier may be liable under Paragraph 12(a) or any other applicable provisions of Paragraph 12, if Carrier:

(i) Does not acknowledge receipt of the claim within fifteen (15) days of submission;

(ii) After acknowledging receipt, does not resolve the claim or provide a firm written compromise offer within thirty (30) days; or

(iii) Becomes unresponsive to Broker regarding the claim for more than thirty (30) consecutive days.

13. Carrier’s Insurance. Unless greater insurance limits are required by law, before the first shipment under this Contract, Carrier shall obtain, and thereafter maintain, at its own cost and expense, the following minimum insurance during the term of this Contract, naming Broker as an additional insured/certificate holder: (a) Cargo loss: Minimum C$100,000 per shipment, naming Broker as “loss payee” to the extent of Broker’s interests in the goods; (b) Public and general liability (including bodily injury, death and property damage): Minimum C$1,000,000 per occurrence; (c) Automobile/truckers liability: Minimum C$1,000,000 per occurrence; (d) if refrigerated products require a refrigerated unit Reefer breakdown: Minimum $100,000 per shipment; (e) Worker’s compensation and employer’s liability insurance: as required by applicable laws; and (f) such additional insurance as may be requested by Broker or Broker’s customers from time to time. Carrier shall provide current certificates of the foregoing insurance indicating coverage amounts to Broker before the first shipment under this Contract, and, if requested, copies of the underlying policy(ies). At any time during the term hereof, Broker may request, and Carrier shall provide suitable proof of insurance coverage policy(ies). Such policy(ies) shall not be canceled or changed in form without at least thirty (30) days written notice to Broker. Broker may terminate this Contract immediately in the event the aforementioned policy(ies) are canceled or materially changed. Carrier further agrees to procure and maintain any and all insurance required by federal, provincial, territorial, local, municipal or to the extent applicable, foreign laws. Carrier’s insurance coverage shall not exclude any claim, loss, injury, damage, or liability related to transportation of hazardous materials, loading or unloading operations, vehicle or trailer theft, or specific classes or kinds of goods, and Carrier shall not invoke any such exclusion in order to avoid liability, responsibility, or obligation, arising hereunder.

14. Carrier’s Indemnification. Carrier shall indemnify, defend and hold harmless Broker, its customers, consignors, and consignees, and their respective shareholders, directors, officers, agents, employees and assigns from any and all Damages arising from, or in any way relating to (a) Carrier’s breach of this Contract, (b) the services provided by Carrier, its employees, agents, contractors and subcontractors under this Contract, including without limitation damage to property, third persons or the property of third persons, unless resulting exclusively from the negligence or willful misconduct of Broker; (c) a violation of any applicable law, regulation, ordinance or rule or in the rendering of the services covered by this Contract; or (d) any claims, demands or suits against Broker which relate to a claim of Broker’s liability or culpability for the actions of Carrier, including negligent or improper hiring or retention of the Carrier, its employees (statutory or otherwise) agents, principals, officers, directors, assigns or anyone acting by or for Carrier, for any aspect of the transportation of freight, public liability, personal injury, bodily injury, emotional or mental distress, wrongful death, loss of consortium, cargo liability or any claim or cause of action recognized by any country, state, province, municipality, county or any jurisdiction, or any governmental or regulatory authority or administrative agency. Carrier agrees to have insurance to cover its indemnification obligations under this section, but Carrier’s indemnification obligations are not capped by the amount of any available insurance. To the extent permitted by applicable law, Carrier agrees that it may be liable for indirect or consequential damages arising out of or related to this Contract if awarded by a court of competent jurisdiction or any governmental or regulatory authority or administrative agency. This Paragraph shall survive termination of this Contract.

15. Bills of Lading/Receipts. Carrier shall issue and sign a standard bill of lading or similar receipt (“Receipt”) acceptable to Broker and Broker’s customer upon acceptance of a shipment for transportation. Carrier warrants that it shall ensure that the Receipt properly names Carrier as the “carrier” on the load prior to signing it and shall strike through and correct any erroneous designation of any other person as “carrier” (including Broker) on the Receipt. The terms and conditions of such Receipt shall not modify, supplement, or supersede the terms and conditions of this Contract, unless specifically agreed to by Broker in a separate signed writing, apart from the Receipt. Carrier’s issuance and execution of the Receipt shall constitute prima facie evidence that Carrier received the shipment in good order and condition, unless exceptions are specifically noted. Carrier shall submit an original copy of the Receipt to Broker evidencing delivery of the shipment, unless otherwise instructed by Broker, in which case Carrier shall retain custody of the Receipt and provide it to Broker upon request. Subject to the limitations in Paragraph 11 hereof, unless otherwise agreed in writing, Carrier shall become fully responsible and bear sole liability for the shipment when it takes possession at the time of loading, regardless of whether a Receipt or any other shipment document has been issued, signed or delivered to Carrier. Carrier assumes all risks and liability arising from its loss of any Receipt issued hereunder, and for greater certainty, any failure to issue or sign a Receipt shall not affect the Carrier’s liability hereunder. This Paragraph shall survive termination of this Contract.

16. Subcontractors.

a. Carrier shall not co-broker or subcontract any shipment tendered, or substitute its services, hereunder without first obtaining prior written authorization from Broker. On any occasion when Carrier seeks to co-broker or subcontract a shipment, or substitute services, and seeks prior written authorization from Broker, Carrier shall provide proof of the underlying carrier’s operating authority, its “satisfactory” safety rating, and its insurance in the forms and amounts required of Carrier in Paragraph 13 hereof.

b. In the event that Carrier employs any agent, contractor or subcontractor for the performance of all or any portion of the work or services required hereunder to be performed, whether the agent, contractor or subcontractor is known or unknown to Broker, Carrier shall remain fully liable to Broker under the terms of this Contract including, without limitation, liability for any loss, damage or delay to any shipments, whether such loss, damage or unreasonable delay occurred while such shipment was in the possession of Carrier or such agent, contractor or subcontractor or other person. Carrier shall indemnify, defend, and hold Broker, its customers, consignors, consignees, and their respective shareholders, directors, officers, agents and employees, harmless from any and all Damages of any kind made by or against any such agent, contractor or subcontractor of Carrier.

c. Carrier acknowledges and agrees that (a) Carrier shall hold any money received from Broker in respect of such freight in a trust account for the carriers Carrier engages until the money is paid to such carriers; and (b) Broker may, in its sole discretion, withhold payment to Carrier and make payment directly to carriers it engages with respect to such co-brokered freight tendered. In the event Broker is required to pay any co-brokered, subcontracted or substituted service provider for any reason, any payment due to Broker under this Paragraph may be deducted from the monies due to Carrier for services performed under the terms of this Contract.

d. This Paragraph shall survive termination of this Contract.

17. Communications. Carrier and Broker shall seek to communicate by the most effective and efficient means to exchange information, including instructions, equipment, shipment location, and other information useful or necessary to achieve the performance of this Contract. Such means shall include, without limitation, telephone, fax machine, e-mail, internet, electronic funds transfer, electronic data interchange, satellite, and information received from third party affiliates.

18. Assignment. Neither Party shall assign this Contract or any rights hereunder without the prior express written consent of the other Party, which consent may be withheld for any reason, except that Broker may assign this Contract to any of its related companies or to any surviving company in a merger or acquisition. If assigned pursuant to the terms of this Paragraph, then this Contract shall inure to the benefit and be binding upon the assignee. Any assignment that is not in full conformity with this Paragraph shall be null and void.

19. Notices. Except as otherwise provided, all regular business communication between the Parties will be made electronically. However, when a Notice is required, it shall be provided in writing and delivered by email, certified mail or overnight courier, and addressed as follows:

To Broker:

Services Logistiques Fuze Inc./Fuze Logistics Services Inc.

8500 Decarie Blvd. Suite 400

Montreal, QC H4P 2N2

Attention: ______________________

Email: ______________________

To Carrier:

________________________________

________________________________

________________________________

________________________________

________________________________

Notices transmitted by email shall be deemed received as of the date and time of confirmation printed by sender’s machine. Notices transmitted by certified mail or overnight courier shall be deemed received as of the date and time signed for by recipient.

20. Force Majeure. Each Party shall be relieved of its respective obligations under this Contract for the duration of any force majeure, which shall include acts of God, flood, earthquake, hurricane, tornado, acts of a public enemy, acts of terror, war, insurrection, sabotage, labor disturbance, governmental order or decree, or similar unusual events beyond the reasonable control of the Party. However, in no event shall Carrier’s performance be excused by: Carrier’s contract disputes; Carrier’s financial distress; Carrier’s bankruptcy or insolvency; or any labour strike or other disruption applicable to Carrier or to any of its subcontractors or suppliers. The Party experiencing a force majeure shall provide written notice to the other Party within three (3) days of the onset of the event and again within five (5) days of termination of the event. The initial notice shall fully describe the force majeure, including its cause, reasons for noncompliance with the provisions of the Contract, and likely duration. The Party shall also provide immediate notification to the other Party upon the termination of each such force majeure. In the event Carrier is impacted, Carrier shall use its best efforts to mitigate any adverse effects or costs to Broker due to the force majeure, including the implementation of an appropriate contingency plan.

21. No Lien. Carrier shall not have and shall not assert any lien on any shipment tendered hereunder by Broker, and hereby expressly waives its right to any lien on any cargo, freight or property of Broker or any of its customers, consignors or consignees. This Paragraph shall survive termination of this Contract.

22. Confidentiality. Carrier agrees that all of Broker’s business, proprietary, and/or non-public information (including, but not limited to, Broker’s customer information, customer list, and shipment information), (a) will be kept confidential by Carrier and its employees, directors, officers and agents (“Representatives”); (b) without limiting the foregoing, will not be disclosed by Carrier or its Representatives to any person whomsoever except with the specific prior written consent of Broker or except as expressly otherwise permitted by this Contract; and (c) will not be used by Carrier or its Representatives in any way that is detrimental to Broker. This obligation shall not prevent disclosure of information (a) as required by law; (b) that was or becomes generally available to the public other than as a result of a disclosure by Carrier or its Representatives; or (c) to Carrier’s employees, agents or Representatives as necessary to assist with the performance of this Contract. Prior to any disclosure pursuant to (a) above, Carrier shall provide Broker with at least ten (10) days advance written notice. This Paragraph shall survive termination of this Contract.

23. Non-Solicitation. During the term of this Contract and for a period of one (1) year following its termination, Carrier shall not solicit transportation services or related services from Broker’s customers (a) when such transportation services for the customer first became known to Carrier as a result of Broker’s efforts, or (b) when such transportation services were first tendered to Carrier by Broker. If Carrier breaches the foregoing requirement, then it shall be liable for and shall pay liquidated damages to Broker equal to the amount of twenty percent (20%) of its gross revenue for all shipments transported in violation of this Paragraph. The Parties agree that the remedy provided in this Paragraph is reasonable and shall not limit or exclude any other rights and remedies available to Broker. For purposes of enforcing this Paragraph, Broker shall have the right to inspect Carrier’s records and books, during regular business hours, upon ten (10) days prior written notice. This Paragraph shall survive termination of this Contract.

24. Non-Exclusivity. Nothing in this Contract is intended to require Broker to use only the services of Carrier or to require the Carrier to provide services only to Broker.

25. Severability. In the event that the operation of any part of this Contract is determined by a court of competent jurisdiction to result in a violation of any federal, provincial, territorial, municipal or local law or regulation, the Parties agree that such part shall be severable as to the jurisdiction in which the operation results in a violation and that the remaining parts of this Contract shall continue in full force and effect. This Paragraph shall survive termination of this Contract.

26. Waiver. The failure of either Party to enforce any right, privilege, or obligation established by this Contract on any occasion, or number of occasions, shall not constitute, or be deemed to constitute a waiver or relinquishment of such right, privilege, or obligation. To the fullest extent allowed by law, rights, privileges, and obligations created hereunder shall remain effective and enforceable by the Parties. This Paragraph shall survive termination of this Contract.

27. Entire Agreement and Merger. This Contract, the Appendices attached hereto, and any Confirmations constitute the entire agreement between the Parties, and supersede all previous communications, statements, representations, writings, and instruments with respect to the subject matter hereof. This Contract may be modified, supplemented, or amended only through a writing executed and agreed to by the Parties.

28. Secured Load Policy. As set forth on Appendix B to this Contract, which Appendix is attached hereto and incorporated herein, this Contract has a secured load policy in place for all loads that are to be secured with seals or padlocks and Carrier must adhere to these strict secured load policies set forth by Broker during the term of the Contract. Secured loads are to be treated with the highest priority in maintaining the integrity of the load as well as protecting the product from adulteration. The Secured Load Policy in Appendix B provides further explanation.

29. Choice of Law. This Contract shall be governed by and construed in accordance with the laws of the province of Quebec and the federal laws of Canada applicable in Quebec without regard to rules relating to conflict of laws. Any lawsuit concerning the interpretation, performance, enforcement of this Contract shall be brought in the federal or provincial courts of Quebec, and the Parties irrevocably consent to the jurisdiction of such courts. The Parties expressly waive any and all rights and remedies existing and allowed to be waived under 49 U.S.C. Subtitle IV. This Paragraph shall survive termination of this Contract.

30. Choice of Language. The Parties acknowledge that they are sophisticated commercial entities, that this Contract has been freely negotiated in English, and that they expressly required that this Contract and all writings relating thereto, including notices, addenda, Appendices, and authorizations, be drafted in English.

Les Parties reconnaissent qu’elles sont des entités commerciales averties, que le Présent contrat a été librement négocié en anglais et qu’elles ont expressément exigé que ce Contrat ainsi que tous les documents s’y rapportant, y compris les avis, addenda, annexes et autorisations, soient rédigés en anglais.

IN WITNESS WHEREOF, the Parties have caused this Contract to be executed as of the date and year first written above.

Cross-Border

CROSS BORDER BROKER CARRIER AGREEMENT

THIS AGREEMENT (“Contract”) is made and entered into on this 15 day of October, 2025 at Montreal, Quebec, by and between Services Logistiques Fuze Inc./Fuze Logistics Services Inc., a Canadian corporation with its primary place of business at 8500 Boulevard Decarie, Suite 400, Mont Royal, QC H4P 2N2 (“Broker”), and ________________________________at___________________________________________________(“Carrier”). The foregoing named parties are sometimes subsequently referred to herein collectively as “the Parties” and individually as “the Party.”

RECITALS

WHEREAS Carrier is a motor contract carrier of property in one or more of the following forms (i) a motor contract carrier duly licensed by all required and necessary federal, state and provincial operating authorities engaged in regulating international, intra- and inter-state/ provincial/territorial carriage of goods; (ii) if registered in Canada, holds valid registration with Transport Canada or a provincial regulator, as applicable, and is in good standing and holds a valid safety certificate with a satisfactory rating under the Canadian National Safety Code (NSC); (iii) if registered in Ontario, holds a valid registration with the Commercial Vehicle Operator’s Registration (CVOR) System with a satisfactory rating; (iv) if registered in Quebec, has a register identification number (Numéro d’identification au registre) (NIR) R-3221445 number and a satisfactory rating from the Commission des transports Quebec (“QTC”); and/or (v) holds a current and valid operating authority from the Federal Motor Carrier Safety Administration (“FMCSA”) in Docket No. MC- MC1008269.

WHEREAS Broker is duly registered with the QTC as a transport service intermediary bearing Numéro d’intermédiaire (NI) number 7-C-31008-I, and is a duly registered property broker with the FMCSA in Docket No. DOT # 3438855, and arranges transportation of property by motor carriers for its customers; and

WHEREAS Broker desires to engage the services of Carrier to transport property for or on behalf of Broker and its customers and Carrier desires to provide such services to Broker.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises contained herein, the Parties agree as follows:

TERMS AND CONDITIONS

1. Contract Term and Termination. This Contract shall be effective as of the date written above and shall remain in effect until terminated in the manner provided herein. This Contract is effective as of October 15th, 2025, supersedes all the previous versions. Broker may terminate this Contract immediately upon Carrier’s breach, loss or suspension of safety rating, or insurance coverage. Otherwise, either Party may terminate this Contract without cause, upon thirty (30) days’ prior written notice to the other Party.

2. Shipments to be Tendered by Broker. Broker hereby agrees to tender various shipments to Carrier as its needs require for transportation in international, intra- and inter- state/province/territorial commerce, and Carrier hereby agrees to transport such shipments in accordance with the terms and conditions stated in this Contract. The Parties acknowledge and agree that this is not an exclusive arrangement, meaning that Broker shall not be required to submit any or all of its transportation requirements to Carrier and Broker does not guarantee a set volume or number of shipments, tonnage or revenue to Carrier, and Carrier may provide transportation services to other customers. Broker shall inform Carrier of place of origin and destination of all shipments, and if applicable, any time-sensitivity instructions or special equipment requirements. Each shipment tendered by Broker and accepted for transportation by Carrier shall be confirmed via a “Rate Confirmation” in the form set forth on Appendix A, attached hereto and made a part hereof, and any subsequent amendments or re-issues during the term of this Contract. Each Rate Confirmation shall be governed by the terms and conditions of this Contract. The tender shall contain detailed instructions regarding the transportation services and it also will contain the special conditions that may apply according to the customer’s instructions. In case of inconsistency, this Contract shall prevail and supersede instructions or other terms contained in the tender, except with respect to customer-specific instructions relating to safety, handling, and regulatory compliance, which shall govern in priority to the general provisions of this Contract.

3. Determination of Carrier’s Compensation. Carrier shall seek payment for services rendered hereunder solely and exclusively from Broker and further, Carrier waives its right to claim payment of its freight charges from the shipper, the consignee or any of Broker’s customers, and agrees not to contact them for payment at any time during or following the completion of the transport movement. Broker shall compensate Carrier in accordance with the Rate Confirmation (Appendix A) issued by the Broker. Unless Carrier objects to the contents of the Rate Confirmation before shipment pick-up, Carrier shall be deemed to have consented to the Rate Confirmation which shall be binding. No other rates and charges shall be applicable unless agreed to in writing and signed by both Parties. Each Rate Confirmation shall be incorporated as an addendum to, and considered to be a part of this Contract, and the Parties agree to retain all such addenda for at least two (2) years after termination of this Contract or longer to the extent required by law.

4. Payment of Compensation.

a. Except as provided in Paragraph 4 (b), below, Broker shall pay compensation to Carrier, as set forth in Paragraph 3, hereof, within thirty (30) days of its receipt of Carrier’s invoice. Each invoice submitted by Carrier shall be accompanied by the Receipt (as defined in Paragraph 15) and signed delivery receipt for the shipment covered by the invoice, showing delivery without loss, damage, or delay. Late charges shall not apply to any payment due hereunder which is contested by Broker in good faith. Carrier has a limit of 90 days from the date of delivery to submit any and all invoices for that load unless Broker expressly consents in writing to late submission prior to the expiry of such ninety (90) day period. If the invoice is not received within that period, the Carrier waives all right to claim for payment for that load, along with any and all other rights associated therewith .

b. Carrier shall pay all licenses, fees, fuel tax payments, road tax, equipment use fees, equipment license fees, driver’s license fees, tolls, and any other fees and fines that may be assessed on its equipment or operations except when such fines are due to the negligence of Broker or its shippers.

c. In addition to what is provided for in Paragraph 3 of the Contract, Carrier (i) agrees not to contact Broker’s customers, consignors, consignees or any party other than Broker concerning payment for transportation services; and (ii) agrees to indemnify, defend, and hold Broker, its customers, consignors, and consignees, and their respective shareholders, directors, officers, agents and employees, harmless from any and all losses, harm, injuries, damages, claims, suits, settlements, judgments, penalties, verdicts, awards, costs, expenses, and liabilities (including reasonable legal fees and other costs of litigation, such as expert witness fees) (collectively, “Damages”), arising from any claim or demand made by any subcontractor or other party for payment for transportation services related to a shipment tendered hereunder.

d. Broker shall not be responsible for payment of any original invoices that are not submitted in accordance with this Paragraph 4 (a) within ninety (90) days of invoice date. This period also applies for any dispute related to the carriage of the load, along with any and all related services. Broker may withhold and offset compensation owed to Carrier (i) on any occasion when a shipment tendered hereunder is lost, damaged, or delayed in transit; (ii) to satisfy any unpaid debt owed by Carrier to Broker; or (iii) to satisfy any un-reimbursed advance made to Carrier, or on its behalf. In such case, Broker shall provide written notice to Carrier indicating the amount withheld and offset and the reason(s) therefore. Withholding and offsetting of compensation shall not allow, permit, or entitle Carrier to seek payment from Broker’s customers, consignors, consignees, or any other third party.

e. Any claim for underpayment of compensation for transportation services provided hereunder shall be presented within thirty (30) days of its discovery, provided that the Carrier shall not be permitted to assert such a claim any later than ninety (90) days after the delivery date of the shipment giving rise to the claim. The Carrier shall support its claim with documentation identifying the amount of the undercharge, the delivery date, the goods, the consignor, and the consignee. The Broker shall pay, deny, or make a firm compromise offer within forty-five (45) days of receiving a claim from the other Carrier. This Paragraph 4 shall survive termination of this Contract.

5. Carrier’s Operating Authority.

a. Carrier represents and warrants that all transportation performed hereunder shall be a contract carriage and (i) it is a motor contract carrier of property duly licensed by all required and necessary foreign, federal, state, provincial and territorial operating authorities engaged in regulating the international, intra- and inter-state/provincial/territorial carriage of goods; (ii) it is in good standing and holds a valid safety certificate with a satisfactory rating under the Canadian National Safety Code (NSC); (iii) (if registered in Ontario, holds a valid registration with the Commercial Vehicle Operator’s Registration (CVOR) System with a satisfactory rating; (iv) if registered in Quebec, has a register identification number (Numéro d’identification au registre) (NIR) R- 3221445 and a satisfactory rating from the QTC; (v) holds a current and valid operating authority from the FMCSA in Docket No. MC- MC1008269 ; and/or (vi) holds a valid license or certificate to operate international, intra- and inter-state/provincial/territorial transportation of goods or valid overweight permits pursuant to any applicable laws if necessary or as issued under the applicable motor vehicle and highway traffic legislation applicable to the jurisdiction of the transportation route. At all times, Carrier shall have and maintain all required and necessary foreign, federal, state, provincial and territorial operating authorities or permits and any other registrations, licenses, or authorities issued by foreign, federal, state, provincial, territorial, municipal or local governments that are applicable to, or necessary for its operations hereunder, including any business permits or licenses that may be required in connection with the performance of the services. For greater certainty, to the extent that Carrier performs services within, or to or from the United States or Mexico, under this Contract, it shall obtain and hold any required and necessary operating authorities under all applicable laws, regulations, or rules of the United States and/or Mexico.

b. For the benefit of Broker and any and all shippers, consignors, consignees, receivers, and any other parties with any interest to the transportation of the property, Carrier warrants that: the equipment to be used to haul shipments under this Contract, including but not limited to: semi-trailers, containers, truck vans, shipping containers and railcars, and semi- tractors are in compliance with and shall be in conformance with, and used and operated in compliance with, applicable laws, and to the extent that any shipments subject to this Contract are transported within the State of California, all equipment used under this Contract is in compliance with (i) the California Air Resources Board (ARB) Heavy-Duty Vehicle Greenhouse Gas (Tractor-Trailer GHG) Emission Reduction Regulations, and (ii) all refrigerated equipment utilized within the state are in full compliance with the California Air Resources Board (ARB) Transport Refrigerated Unit (TRU) Airborne Toxic Control Measure (ATCM), and in-use regulations, and (iii) the California Air Resources Board (ARB) Truck and Bus Regulation or On- Road Heavy-Duty Diesel Vehicles (In-Use) Regulation. Furthermore, without cost to Broker, Carrier shall provide and ensure completion of all preventative maintenance and ongoing maintenance including, but not limited to, periodic safety inspections, annual safety inspections and emissions testing pursuant to the standard set out in any and all of the applicable motor vehicle statutes and regulations of the applicable jurisdiction(s) of operation.

c. Carrier shall notify Broker immediately of any suspension, termination, revocation, or withdrawal of any of its operating authorities, in which event Broker shall have the right to terminate this Contract immediately upon written notice to Carrier. Promptly upon Broker’s request, Carrier shall provide Broker with copies of all documents reasonably requested by Broker to verify Carrier’s licensing and registration.

d. Carrier shall defend, indemnify, hold harmless and be liable for any and all Damages incurred by Broker and any and all shippers, consignors, consignees, receivers, and any other parties with any interest to the transportation of the property, and their respective shareholders, directors, officers, agents and employees, arising from any breach of the representations and warranties set forth in this Paragraph 5, including but not limited to, any penalties imposed on the same, or assumed by Broker due to penalties imposed on Broker’s customers because of Carrier’s use of non-compliant equipment.

6. Drivers, Equipment, and Safety.

a. Carrier shall ensure that the drivers involved in performing transportation services are properly trained, licensed, qualified, capable and competent to operate the motor vehicles used to transport shipments tendered by Broker, and to provide the handling and transportation services under this Contract. Carrier agrees that drivers will be dispatched in accordance with the hours-of-service requirements as provided in rules promulgated by any Canadian authority whose jurisdiction is within Carrier’s transportation route. Carrier and its drivers shall comply with all rules, policies, and procedures in effect from time to time at customer or consignee facilities to the maximum extent practicable.

b. Carrier shall make its best efforts to accept all shipments tendered by a shipper or customer to Carrier, procured by Broker under the terms of this Contract, provided such shipment does not exceed the capacity (in weight or volume) of Carrier’s equipment.

c. At its own expense, Carrier shall provide and maintain all equipment required for the services requested by Broker and shall only use and provide equipment that is (i) clean; (ii) in good operating condition and repair; (iii) in compliance with generally accepted practices for the safe and sanitary transportation of property and all applicable foreign, federal, state, provincial, territorial, municipal and local laws, regulations, and rules; and (iv) suitable and properly configured to safely load, transport, and unload each shipment tendered hereunder. Carrier shall ensure that all equipment and loads are in compliance with applicable environmental standards of any and all jurisdictions on its transportation route and must act in accordance with those environmental standards. All equipment provided for the transportation of food, food grade products, or cosmetics shall comply with the requirements of The Sanitary Food Transportation Act (US), the Safe Food for Canadians Regulations (Canada) and Food and Drugs Act (Canada) and any other applicable foreign, federal, state, provincial, territorial, municipal or local laws or regulations governing the transport of said products, and equipment so provided shall not have been used to carry waste, garbage, hazardous materials, or any other commodity that might adulterate or contaminate food, food products, or cosmetics.

7. Performance and Delivery Time.

a. Carrier shall transport each shipment tendered hereunder to its specified destination with reasonable dispatch and without delay. Carrier is the sole responsible for handling timing of delivery and related scheduling. When accepting the tender, Carrier will be bound to the obligation to follow the instructions and schedules provided in it. If Broker or its customer informs Carrier of a specified delivery date and/or schedule before pick-up of any shipment or series of shipments, then Carrier shall meet such specified date and/or schedule with no exception. However, Carrier shall not violate any law, rule, or regulation pertaining to highway or motor vehicle safety in order to make timely delivery of a shipment. Carrier shall have sufficient information technology capabilities and resources to provide real-time shipment tracking information to Broker upon request.

b. Time is of the essence with respect to the performance of all obligations under this Contract, including but not limited to the pickup, transportation, and delivery of freight, submission of documentation, and payment of fees. The Parties acknowledge and agree that any failure to meet the deadlines or timeframes specified herein shall constitute a material breach of this Contract.

Broker and Carrier further agree that strict adherence to all time-related provisions is critical to the commercial viability of the services provided, and that delays may result in termination of this Contract, forfeiture of payments, and/or liability for damages incurred by the non-breaching Party and Broker will be entitled to offset the payment of the amount due for this breach.

8. Compliance with Laws. Carrier shall comply with all foreign, federal, state, provincial, territorial, municipal and local, and to the extent applicable, international, laws, regulations, ordinances, and rules applicable to its operations, its equipment and its performance of services under this Contract, including without limit those pertaining to the persons involved in performing the services, occupational health and safety, public safety, transportation, customs and free trade, hazardous materials, and the environment. In particular, but without limitation, Carrier shall observe and obey all laws, regulations, and rules pertaining to load securement, weight restrictions, speed limits, routing restrictions, hours of service, controlled substances testing, driver training and qualifications, vehicle inspection, and/or safe operation of motor vehicles. Carrier shall be solely responsible for, and shall bear any fines, penalties, costs, or expenses arising from any failure to comply with the requirements of this Paragraph, and shall indemnify Broker for any fines, penalties, costs or expenses that it may incur and that arise directly out of Carrier’s violation of any applicable laws and regulations during Carrier’s performance under this Contract.

9. Shipment Instructions. Before, or at the time of shipment pick-up, Carrier shall obtain instructions as to requirements for handling, securing, and protection of the load, including specifications noted on the bill of lading, on shipment instructions, or as otherwise agreed to by the parties. If Carrier accepts for transport a shipment for which special instructions are so provided, Carrier will be responsible for adhering to said instructions. Carrier shall ensure that all freight is properly blocked and braced for transportation pursuant to any applicable transportation industry standards or other applicable standards, unless tendered to Carrier in a pre-loaded, sealed trailer, in which case Carrier shall note the seal numbers on the Receipt. The goods being shipped shall be considered to be in apparent good order and condition, unless otherwise indicated by Carrier or receiver on the Receipt.

10. Broker’s Compensation. Carrier shall not claim or demand, in whole or in part, any commissions earned by Broker on shipments tendered hereunder. Broker shall not be required to disclose the amount of its commission to Carrier, and Carrier shall not attempt to ascertain the amount of such commission from any person. This Paragraph shall survive termination of this Contract.

11. Independent Contractor. Carrier is an independent contractor and shall exercise exclusive control, supervision, and direction over (i) the manner in which transportation services are provided; (ii) the persons employed or engaged by Carrier in providing transportation services; and (iii) the equipment selected and used to provide transportation services. None of Carrier’s employees, subcontractors, agents, or other persons providing transportation services shall be, or shall deemed to be, an employee, subcontractor or agent of Broker for any purpose whatsoever, and Broker shall have no duty, liability or responsibility, of any kind, to or for the acts or omissions of Carrier or its employees, subcontractors, agents or other persons providing transportation services, or any of them. Carrier agrees to defend, indemnify, and hold Broker harmless from any Damages with respect to any and all claims of any kind based on any act or omission of Carrier or its employees, subcontractors, agents, or other persons providing transportation services. Carrier shall comply, at Carrier’s own expense, with all requirements of applicable foreign, federal, state, provincial, territorial, municipal and local laws and regulations relating to, payroll taxes, workers’ compensation, employment insurance, social security, medical insurance, life insurance, paid vacations, pension/profit sharing, and similar withholdings for its employees, agents, subcontractors and all other persons performing transportation services, including full responsibility for filing all necessary returns and reports, and the payment of all taxes or contributions imposed thereunder. Carrier shall accept exclusive liability for all such taxes or contributions and shall defend, indemnify, hold harmless and be liable for any Damages incurred by Broker arising from any claims or demands for any such taxes or contributions, penalties and interest which may be imposed upon Broker with respect to all or part of the consideration to be paid to Carrier hereunder. This Contract does not create, nor shall it be deemed to create a partnership, joint venture, or agency relationship between Broker and Carrier. This Paragraph shall survive termination of this Contract.

12. Carrier’s Cargo Liability and Claims.

a. Carrier warrants the safe arrival of the shipment in the same condition as when received by Carrier for transportation. Carrier shall have sole and exclusive care, custody and control of each shipment tendered by Broker from the time of pick-up until completion of delivery of the shipment to the consignee. Carrier shall be liable to Broker’s customer, or to Broker, as assignee of the claim, for any and all loss or theft of, and damage to shipments, and for delayed deliveries, including any damage caused by third parties while the shipment is in transit and any damages resulting from delays in transporting the shipment. However, Carrier shall not be liable for loss, damage, or delay caused solely by an inherent defect in the product/goods being shipped, or the negligence of Broker or its customer, in which case Carrier shall have burden of proving applicability of the exception. In order for Carrier to be absolved of responsibility for damages they did not cause, Carrier shall be required to properly record the specific details as to the cause of loss, damage or delay and provide any relevant supporting materials. In the absence of proper documentation, Carrier is responsible for any loss, damage, or delay.

b. Carrier shall be liable for the full, actual value of each shipment transported hereunder, which shall be the invoice price of the goods comprising the shipment at destination, as shown on documentation provided to the Carrier at or before the time Carrier picks up the shipment. No released value or other limitation of liability shall be valid or enforceable against Broker or its customer unless expressly agreed to by Broker in a signed writing separate from the Receipt or other delivery confirmation issued by Carrier. The limit set by Carrier’s cargo insurance policy shall not limit, or be deemed to limit, Carrier’s liability on any shipment accepted hereunder.

c. Carrier agrees that Broker and/or its customer has nine (9) months from the date of delivery, or in the case of non-delivery, nine (9) months of a reasonable time for delivery for failure to make delivery. Claims for concealed damage must be filed within fifteen sixty (60) of delivery. Broker and/or its customer shall support any such claim with pertinent documents, provided that failure to supply such documents shall not affect the validity of the claim. Within thirty (30) days of receiving a claim from Broker or its customer for loss, theft, damage, or delay, Carrier shall pay or deny the claim (in which case the reasons for denial shall be fully explained in writing) or make a firm compromise offer. In the event Carrier does not respond to such claim within such thirty (30) days of the claim date, the claim shall be deemed to be accepted by Carrier and Broker may deduct any payment due to Broker under this Paragraph from any other monies due to Carrier for services performed under the terms of this Contract. If the Carrier provides notice to Broker that the Carrier has disallowed the claim or any part thereof, the time limit for filing suit against Carrier for loss or damage shall be two (2) years and one (1) day from the date when written notice is initially given by the Carrier to the Broker that the claim or any part thereof has been disallowed.

d. Upon receipt of a damage or non-delivery claim, Carrier shall promptly investigate such claim and inspection of freight at Broker’s or other shipper, or consignee facility shall take place within sixty (60) days of receipt of the claim. Carrier shall bring full resolution within one hundred twenty (120) days of receipt of claim. Inspection organization selected must be approved by Broker and services shall be paid for by Carrier.

e. In the event goods (whether branded or labeled or not) are damaged, Broker’s customer may decide in its sole discretion, whether the goods may be salvaged, and if salvageable, the value of such salvage. Any salvage receipts shall be deducted from the amount of Broker’s claim against Carrier. In the event that Broker’s customer determines that damaged goods may not be salvaged, Carrier will return goods at their cost to Broker and Broker or Broker’s customer will destroy said goods. If Carrier pays the full, actual value of the damaged goods and requests possession of the goods for salvage, then Broker on behalf of customer or customer shall have the right to remove all identifying marks or labels. Alternatively, the goods shall be permanently marked as “damaged” or similarly noted, in which case neither Broker nor its customer shall bear any cost or expense of such notation.

f. To the extent permitted by law, the terms of this Contract shall prevail over any inconsistent provisions in the foreign, federal, state, provincial or territorial legislation having jurisdiction (including relevant traffic safety or highway traffic statutes), and/or the provisions of any Receipt or similar document. This Paragraph 12 shall survive termination of this Contract.

g. Broker may deduct from any amount otherwise payable to Carrier all or part of any claim, whether from a customer, a third party, or otherwise, arising from or relating to this Contract, and for which Carrier may be liable under Paragraph 12(a) or any other applicable provisions of Paragraph 12, if Carrier:

(i) Does not acknowledge the receipt of the claim within fifteen (15) days of submission;

(ii) After acknowledging receipt of the claim, does not resolve the claim or provide a firm written compromise offer within thirty (30) days; or

(iii) Becomes unresponsive to Broker regarding the claim for more than thirty (30) consecutive days.

Notices transmitted by email shall be deemed received as of the date and time of confirmation printed by sender’s machine. Notices transmitted by certified mail or overnight courier shall be deemed received as of the date and time signed for by recipient.

20. Force Majeure. Each Party shall be relieved of its respective obligations under this Contract for the duration of any force majeure, which shall include acts of God, flood, earthquake, hurricane, tornado, acts of a public enemy, acts of terror, war, insurrection, sabotage, labor disturbance, governmental order or decree, or similar unusual events beyond the reasonable control of the Party. However, in no event shall Carrier’s performance be excused by: Carrier’s contract disputes; Carrier’s financial distress; Carrier’s bankruptcy or insolvency; or any labor strike or other disruption applicable to Carrier or to any of its subcontractors or suppliers. The Party experiencing a force majeure shall provide written notice to the other Party within three (3) days of the onset of the event and again within five (5) days of termination of the event. The initial notice shall fully describe the force majeure, including its cause, reasons for noncompliance with the provisions of the Contract, and likely duration. The Party shall also provide immediate notification to the other Party upon the termination of each such force majeure. In the event Carrier is impacted, Carrier shall use its best efforts to mitigate any adverse effects or costs to Broker due to the force majeure, including the implementation of an appropriate contingency plan.

21. No Lien. Carrier shall not have and shall not assert any lien on any shipment tendered hereunder by Broker, and hereby expressly waives its right to any lien on any cargo, freight or property of Broker or any of its customers, consignors or consignees. This Paragraph shall survive termination of this Contract.

22. Confidentiality. Carrier agrees that all of Broker’s business, proprietary, and/or non- public information (including, but not limited to, Broker’s customer information, customer list, and shipment information), (a) will be kept confidential by Carrier and its employees, directors, officers and agents (“Representatives”); (b) without limiting the foregoing, will not be disclosed by Carrier or its Representatives to any person whomsoever except with the specific prior written consent of Broker or except as expressly otherwise permitted by this Contract; and (c) will not be used by Carrier or its Representatives in any way that is detrimental to Broker. This obligation shall not prevent disclosure of information (a) as required by law; (b) that was or becomes generally available to the public other than as a result of a disclosure by Carrier or its Representatives; or (c) to Carrier’s employees, agents or Representatives as necessary to assist with the performance of this Contract. Prior to any disclosure pursuant to (a) above, Carrier shall provide Broker with at least ten (10) days advance written notice. This Paragraph shall survive termination of this Contract.

23. Non-Solicitation. During the term of this Contract and for a period of one (1) year following its termination, Carrier shall not solicit transportation services or related services from Broker’s customers (a) when such transportation services for the customer first became known to Carrier as a result of Broker’s efforts, or (b) when such transportation services were first tendered to Carrier by Broker. If Carrier breaches the foregoing requirement, then it shall be liable for and shall pay liquidated damages to Broker equal to the amount of twenty percent (20%) of its gross revenue for all shipments transported in violation of this Paragraph. The Parties agree that the remedy provided in this Paragraph is reasonable and shall not limit or exclude any other rights and remedies available to Broker. For purposes of enforcing this Paragraph, Broker shall have the right to inspect Carrier’s records and books, during regular business hours, upon ten (10) days prior written notice. This Paragraph shall survive termination of this Contract.

24. Non-Exclusivity. Nothing in this Contract is intended to require Broker to use only the services of Carrier or to require the Carrier to provide services only to Broker.

25. Severability. In the event that the operation of any part of this Contract is determined by a court of competent jurisdiction to result in a violation of any foreign, federal, state, provincial, territorial, municipal or local law or regulation, the Parties agree that such part shall be severable as to the jurisdiction in which the operation results in a violation and that the remaining parts of this Contract shall continue in full force and effect. This Paragraph shall survive termination of this Contract.

26. Waiver. The failure of either Party to enforce any right, privilege, or obligation established by this Contract on any occasion, or number of occasions, shall not constitute, or be deemed to constitute a waiver or relinquishment of such right, privilege, or obligation. To the fullest extent allowed by law, rights, privileges, and obligations created hereunder shall remain effective and enforceable by the Parties. This Paragraph shall survive termination of this Contract.

27. Entire Agreement and Merger. This Contract, the Appendices attached hereto, and any Confirmations constitute the entire agreement between the Parties, and supersede all previous communications, statements, representations, writings, and instruments with respect to the subject matter hereof. This Contract may be modified, supplemented, or amended only through a writing executed and agreed to by the Parties.

28. Secured Load Policy. As set forth on Appendix B to this Contract, which Appendix is attached hereto and incorporated herein, this Contract has a secured load policy in place for all loads that are to be secured with seals or padlocks and Carrier must adhere to these strict secured load policies set forth by Broker during the term of the Contract. Secured loads are to be treated with the highest priority in maintaining the integrity of the load as well as protecting the product from adulteration. The Secured Load Policy in Appendix B provides further explanation.

29. Choice of Law. This Contract shall be governed by and construed in accordance with the laws of the province of Quebec and the federal laws of Canada applicable in Quebec without regard to rules relating to conflict of laws. Any lawsuit concerning the interpretation, performance, enforcement of this Contract shall be brought in the federal or provincial courts of Quebec, and the Parties irrevocably consent to the jurisdiction of such courts. The Parties expressly waive any and all rights and remedies existing and allowed to be waived under 49 U.S.C. Subtitle IV. This Paragraph shall survive termination of this Contract.

30. Choice of Language. The Parties acknowledge that they are sophisticated commercial entities, that this Contract has been freely negotiated in English, and that they expressly required that this Contract and all writings relating thereto, including notices, addenda, Appendices, and authorizations, be drafted in English.

Les Parties reconnaissent qu’elles sont des entités commerciales averties, que le Présent contrat a été librement négocié en anglais et qu’elles ont expressément exigé que ce Contrat ainsi que tous les documents s’y rapportant, y compris les avis, addenda, annexes et autorisations, soient rédigés en anglais.

IN WITNESS WHEREOF, the Parties have caused this Contract to be executed as of the date and year first written above.

Intra-USA

This Broker-Carrier Agreement (“Agreement”) is entered into this 15 day of October, 2025, by and between Fuze Logistics Services USA Inc. (“BROKER”), a registered property broker, MC No. 449507, and Agreement Test Carrier, a motor carrier duly registered and licensed by the Federal Motor Carrier Safety Administration (“FMSCA”), with US DOT No. ________________________________, and MC No. ________________________________ (“CARRIER”), with its primary place of business at ________________________________________________________________________________________________. BROKER and CARRIER may be referred to collectively as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, CARRIER is duly registered and licensed as a motor carrier by the FMSCA with a “satisfactory” safety rating and is engaged in the business of transporting property by motor vehicle in interstate, intrastate, and foreign commerce; and

WHEREAS, BROKER is duly registered and licensed as a property broker by the FMSCA and arranges transportation by motor carriers for its customers; and

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and other valuable consideration, the sufficiency of which is acknowledged, the Parties hereby agree as follows

1. CARRIER REPRESENTATIONS:

A. CARRIER is currently registered and licensed as a motor carrier of property by the FMSCA with a “satisfactory” safety rating and is authorized to provide transportation of property under contracts with shippers and receivers and/or brokers of general commodities. CARRIER has such FMCSA authority and any other registrations, licenses, or authorities issued by any state or local governments that are applicable to, or necessary for its operations hereunder. To the extent that CARRIER performs services within, or to or from Canada or Mexico, under this Agreement, CARRIER holds any necessary operating authorities under applicable laws, regulations, or rules. CARRIER will notify BROKER immediately of any suspension, termination, or revocation of any operating authority, in which event BROKER may immediately terminate this Agreement upon written notice to CARRIER.

B. CARRIER will transport shipments tendered to it by BROKER, under CARRIER’s own operating authority.

C. CARRIER makes the representations herein for the purpose of inducing BROKER to enter into this Agreement.

D. CARRIER agrees that if any Party or third party, including a shipper, identifies BROKER as the carrier on a bill of lading, it shall be for the convenience of such party and shall not change BROKER’s status as a property broker nor CARRIER’s status as a motor carrier. BROKER is not a motor carrier and under no circumstances shall assume motor carrier responsibility for cargo loss and damage or responsibility for any personal injuries or deaths caused by motor carrier or any of its agents or subcontractors. This provision applies even if the National Motor Freight Traffic Association (“NMFTA”) (effective in August 2016), form of bill of lading is utilized.

E. CARRIER will not re-broker, co-broker, subcontract, assign, interline, or transfer the transportation of shipments hereunder to any other person or entity conducting business under a different operating authority, without prior written consent of BROKER. CARRIER shall remain fully liable to BROKER and its customer(s) under the terms of this Agreement for any work or service performed by any of CARRIER’s agents or subcontractors, whether the agent or subcontractor is known or unknown to BROKER. If CARRIER breaches this provision, among all other remedies (whether at equity or in law), BROKER shall have the right of paying the freight charges it owes CARRIER directly to the delivering carrier, in lieu of payment to CARRIER. Upon BROKER’s payment to the delivering carrier, CARRIER shall not be released from any liability to BROKER under this Agreement or otherwise, including any claims under 49 U.S.C. § 13901 et seq. In addition to the indemnity obligation in Paragraph 1.H, CARRIER will be liable for consequential damages for violation of this provision. On any occasion when CARRIER seeks to co-broker or subcontract a shipment by seeking prior written authorization from BROKER, CARRIER shall provide proof of the subcontracting carrier’s operating authority, its “satisfactory” safety rating, and its insurance in the forms and amounts required of CARRIER in Paragraph 3.D hereof.

F. CARRIER is in, and will maintain compliance during the term of this Agreement, with all applicable foreign, federal, state, and local laws relating to the provision of its services.

G. CARRIER is solely responsible for any and all management, governing, discipline, direction, and control of its employees, agents, owner/operators, and equipment with respect to operating within all applicable foreign, federal, and state legal and regulatory requirements. CARRIER acknowledges and warrants that the safe and legal operation of CARRIER and its drivers shall completely, and without question, govern and supersede any service requests, demands, preferences, instructions, and information from BROKER or BROKER’s customer(s) with respect to any shipment at any time.

H. CARRIER shall defend, indemnify, and hold BROKER (including its employees, agents, officers, directors, owners, and assigns) and BROKER’s customers (including their employees, agents, officers, directors, owners, and assigns) harmless from any claims, actions, losses, harms, liabilities, damages to property, personal injury, or death claims (including reasonable attorney’s fees and other costs of litigation, including expert witness fees), (collectively “Damages”), arising out of CARRIER’s performance under this Agreement, CARRIER’s breach of this Agreement, the actions or inactions of CARRIER’s agents or sub-contractors, or any claims alleged against BROKER by any of CARRIER’s factoring companies. CARRIER will indemnify and hold harmless BROKER, (including its employees, officers, directors, agents, owners and assigns) from any liability, settlements, judgments, verdicts, attorney fees, or expenses of any nature whatsoever arising out of any claims, demands, or suits against BROKER which in any way relate to a claim of BROKER’s liability or culpability for the actions of CARRIER, including negligent or improper hiring or retention of CARRIER, its employees (statutory or otherwise), agents, principals, officers, directors, assigns, or anyone acting by or for CARRIER, for any aspect of the transportation of freight, public liability, personal injury, bodily injury, emotional or mental distress, wrongful death, loss of consortium, cargo liability, or any claim or cause of action recognized by any state, municipality, county, or any jurisdiction, Administrative Agency, or Governmental Agency. CARRIER agrees to have insurance to cover its indemnification obligations under this section, but CARRIER’s indemnification obligations are not capped by the amount of any available insurance. In any litigation arising from CARRIER’s breach of this Agreement or otherwise related to this Agreement, BROKER shall be entitled to recover its reasonable attorneys’ fees if BROKER prevails in such litigation. This paragraph shall survive termination of this Agreement.

I. During the term of this Agreement, CARRIER will maintain a “satisfactory” USDOT safety rating, or, as the case may be, a similar rating for Canadian or Mexican operations. CARRIER will notify BROKER in writing immediately if it loses its operating authority or if its safety rating is changed to “Unsatisfactory” or “Conditional,” in which event, BROKER may immediately terminate this Agreement upon written notice to CARRIER. CARRIER shall be solely responsible for, and shall bear any fines, penalties, costs, or expenses arising from any failure to comply with the requirements of this Paragraph.

J. CARRIER authorizes BROKER to invoice CARRIER’s freight charges to the shipper, consignee, or third party responsible for payment.

K. CARRIER has investigated, monitors, and agrees to conduct business hereunder based on the credit-worthiness of BROKER and is granting BROKER credit terms accordingly.

L. For the benefit of BROKER and any and all shippers, consignors, consignees, receivers, and any other parties with any interest to the transportation of the property. CARRIER warrants that: to the extent that any shipments subject to this Agreement are transported within the State of California, all equipment including but not limited to: semi-trailers, containers, truck vans, shipping containers and railcars, and semi-tractors that haul them under this Agreement are in compliance with (i) the California Air Resources Board (ARB) Heavy-Duty Vehicle Greenhouse Gas (Tractor-Trailer GHG) Emission Reduction Regulations, and (ii) all refrigerated equipment utilized within the state are in full compliance with the California Air Resources Board (“ARB”) Transport Refrigerated Unit (“TRU”) Airborne Toxic Control Measure (“ATCM”) and in-use regulations; and (iii) the California Air Resources Board (“ARB”) Truck and Bus Regulation or On-Road Heavy-Duty Diesel Vehicles (In-Use) Regulation. CARRIER shall defend, indemnify, hold harmless and be liable for any Damages incurred by BROKER and any and all shippers, consignors, consignees, receivers, and any other parties with any interest to the transportation of the property, including but not limited to any penalties imposed on the same, or assumed by BROKER due to penalties imposed on BROKER’s customer(s) because of CARRIER’s use of non-compliant equipment.

2. SHIPMENTS, BILLING & RATES:

A. If BROKER tenders shipments to CARRIER, BROKER shall inform CARRIER of (i) place of origin and destination of all shipments; and (ii) if applicable, any special shipping and handling instructions, special equipment requirements, or value of shipments in excess of the insurance amounts specified in Paragraph 3.D hereof, of which BROKER has been timely notified.

B. BROKER agrees to conduct all billing services to shippers, consignees, or other parties responsible for payment. CARRIER shall invoice BROKER for its (CARRIER’s) charges, as mutually agreed in writing, by fax, or by electronic means, contained in BROKER’s Load Confirmation Sheet(s) / dispatch sheets incorporated herein by this reference. Additional rates for truckload or LTL shipments, or modifications or amendments of the above rates, or additional rates, may be established to meet changing market conditions, shipper requirements, BROKER requirements, and/or specific shipping schedules as mutually agreed upon, and shall be confirmed in writing (or by fax or email) by both Parties. Any such additional, modified, or amended rates, changes in rates agreed to in writing by the Parties shall automatically be incorporated herein by this reference. To the extent there are differences between this Agreement, and any load tenders or rate confirmations, the terms of this Agreement shall control.

C. All written confirmations of rates shall be incorporated herein by this reference and shall control. Rates or charges, including but not limited to stop-offs, detention, loading or unloading, fuel surcharges, or other accessorial charges, tariff rates, released rates or values, circulars, pricing authorities or similar documents shall not be valid unless their terms are specifically agreed to in a writing signed by both Parties.

D. The Parties agree that BROKER is the sole party responsible for payment of CARRIER’s charges. Failure of BROKER to collect payment from its customer shall not exonerate BROKER of its obligation to pay CARRIER. BROKER agrees to pay CARRIER’s invoice within thirty (30) days of receipt of the bill of lading or proof of delivery, provided CARRIER is not in default under the terms of this Agreement. BROKER may withhold and offset any compensation owed to CARRIER (i) on any occasion when a shipment tendered hereunder is lost, damaged, or delayed in transit; (ii) to satisfy any unpaid debt owed by CARRIER to BROKER; or (iii) to satisfy any un-reimbursed advance made to CARRIER, or on its behalf. Withholding and offsetting of compensation shall not allow, permit, or entitle CARRIER or its factoring companies to seek payment from Broker’s customers, consignors, consignees, or any other third party. CARRIER on its behalf, and on behalf of any factoring company, (i) waives any rights to claim, demand, or seek payment from any person other than Broker for any shipment tendered under this Agreement; (ii) agrees not to contact BROKER’S customers, consignors, consignees, or any other party other than BROKER concerning payments for shipments tendered under this Agreement; and (iii) agrees to indemnify and defend BROKER, its customers, consignors, and consignees harmless for any Damages arising from violation of this Paragraph.

E. CARRIER shall submit invoices for payment within ninety (90) days of delivery of the shipment and it if fails to do so, CARRIER waives and relinquishes any right to payment on such shipments. CARRIER agrees and acknowledges that submitting its invoices to BROKER within ninety (90) days of the shipment is a condition precedent to payment of such invoices.

F. BROKER’s responsibility is limited to arranging for, but not actually performing, transportation of a shipper’s freight. CARRIER shall have the sole responsibility for the means and methods of transportation and for determining how it performs its work under this Agreement, including which routes to take.

G. Carrier shall not have and shall not assert any lien on any shipment tendered to it by BROKER. This Paragraph shall survive termination of this Agreement.

3. CARRIER RESPONSIBILITIES:

A. EQUIPMENT: Subject to its representations in Paragraph 1 above, CARRIER agrees to provide the necessary equipment for completion of the transportation services required for BROKER and/or its customers. CARRIER will not supply equipment that has been used to transport hazardous wastes, solid or liquid, regardless of whether they meet the definition in 40 C.F.R. § 261.1 et. seq. CARRIER will furnish equipment for transporting cargo which is sanitary, and free of any contamination, suitable for the particular commodity being transported and which will not cause in whole or in part adulteration of the commodity as defined in 21 U.S.C § 342.

B. BILLS OF LADING: CARRIER shall sign a bill of lading, produced by shipper or CARRIER in compliance with 49 C.F.R. § 373.101 (and any amendments thereto), for the property it receives for transportation under this Agreement. CARRIER shall become fully responsible/liable for the freight when it takes/receives possession thereof, and the trailer(s) is loaded, regardless of whether a bill of lading has been issued, and/or signed, and/or delivered to CARRIER, and which responsibility/liability shall continue until delivery of the shipment to the consignee and the consignee signs the bill of lading or delivery receipt. The foregoing sentence is not intended to limit or waive the application of the law related to concealed damages. Any terms of the bill of lading (including but not limited to payment and credit terms, released rates or released value) inconsistent with the terms of this Agreement shall be ineffective. Failure to issue a bill of lading, or sign a bill of lading acknowledging receipt of the cargo, by CARRIER, shall not affect the liability of CARRIER.

C. LOSS & DAMAGE CLAIMS:

(i) 49 C.F.R. § 370.1 et seq. and any amendments and/or any other applicable regulations adopted by the FMSCA, U.S. Department of Transportation, or any applicable state regulatory agency, shall apply to processing all loss and damage claims and salvage. Food that has been transported or offered for transport under conditions that are not in compliance with the shipper’s or BROKER’s instructions, as provided to CARRIER by the shipper or BROKER, will be conclusively determined to be “adulterated” within the meaning of the Federal Food, Drug and Cosmetic Act, 21 U.S.C. § 342 (i). Adulterated shipments may be refused by the consignee or receiver at destination without diminishing or affecting CARRIER’s liability in the event of a cargo claim. CARRIER shall not sell, salvage or attempt to sell or salvage any goods without the BROKER’s express written permission; and

(ii) CARRIER shall have the sole and exclusive care, custody, and control of each shipment tendered by BROKER from the time of pick-up until completion of delivery to the consignee. CARRIER shall be liable to BROKER’s customers, or to BROKER, as assignee of the claim, for the loss or theft of, and damages to shipments. CARRIER’s liability for any cargo damage, loss, or theft from any cause shall be determined under the Carmack Amendment, 49 U.S.C. § 14706. CARRIER shall be liable for the full, actual value of each shipment tendered under this Agreement, which shall be the invoice price of the goods as delivered to their destination. No released value or other limitation of liability shall be valid or otherwise enforceable against BROKER or its customer unless expressly agreed to by BROKER in a writing separate from any bill of lading or delivery receipt issued by CARRIER. The limits set by CARRIER’s cargo insurance shall not limit, or be deemed to limit, CARRIER’s liability on any shipment tendered under this Agreement.

(iii) Special Damages: CARRIER’s indemnification liability (Par. 1.H) for freight loss and damage claims under this Sub-Par. C (ii) shall include indirect and consequential damages and legal fees which shall constitute special damages, the risk of which is expressly assumed by CARRIER, and which shall not be limited by any liability of CARRIER under Sub-Par. C (ii) above.

(iv) BROKER shall not be liable for any consequential, indirect, special, or punitive damages.

(v) Notwithstanding the terms of 49 C.F.R. § 370.9, CARRIER shall pay, decline or make a settlement offer in writing on all cargo loss or damage claims within sixty (60) days of receipt of the claim. Failure of CARRIER to pay, decline, or offer settlement within this period shall be deemed admission by CARRIER of full liability for the amount claimed and a material breach of this Agreement.

D. INSURANCE:

(i) Before the first shipment under this Agreement, CARRIER shall furnish BROKER with Certificate(s) of Insurance, or insurance policies providing thirty (30) days advance written notice of cancellation or termination, and unless otherwise agreed, subject to the following minimum limits: General liability $1,000,000.00; motor vehicle (including hired and non-owned vehicles) $1,000,000.00, ($5,000,000 if transporting hazardous materials including environmental damages due to release or discharge of hazardous substances); cargo damage/loss, $100,000.00; workers’ compensation with limits required by law. Except for the higher coverage limits which may be specified above, the insurance policies shall comply with minimum requirements of the FMSCA and any other applicable regulatory state agency. BROKER may require insurance with higher limits, if BROKER deems it necessary given the shipment tendered to CARRIER.

(ii) As to the general liability, motor vehicle, and cargo damage/loss insurance policies that CARRIER is required to maintain under this Agreement, CARRIER shall name BROKER and its employees and agents (who are third party beneficiaries to this provision) as an additional insured on these insurance policies. All insurance policies required by this Agreement shall be primary and CARRIER and its insurers shall waive subrogation and contribution rights against BROKER and its employees and agents. CARRIER shall be solely responsible for the cost and expenses of procuring the insurance policies required under this Agreement.

(iii) CARRIER’S insurance policies shall not exclude any claim, loss, injury, damage, or liability related to transportation of hazardous materials, loading or unloading operation, vehicle or trailer theft (including unattended vehicles or trailers), reefer breakdowns, or specific classes of goods, including but not limited to wine and spirits, and CARRIER shall not invoke any such exclusion to avoid liability arising under this Agreement.

E. ASSIGNMENT OF RIGHTS: CARRIER automatically assigns to BROKER all its rights to collect freight charges from Shipper or any responsible third party.

F. RESPONSIBILITY FOR TAXES: CARRIER assumes full responsibility and liability for payment of the following items: all applicable federal, state, and local payroll taxes, taxes for unemployment insurance, old age pensions, workers’ compensation, and social security, with respect to persons engaged in the performance of its transportation services hereunder. BROKER shall not be liable for any of the payroll-related tax obligations specified above and CARRIER shall indemnify, defend, and hold BROKER harmless from any claim or liability imposed or asserted against BROKER for any such obligations.

4. MISCELLANEOUS:

A. INDEPENDENT CONTRACTOR: The relationship of the Parties to each other shall at all times be that of independent contractors. None of the terms of this Agreement, or any act or omission of either Party shall be construed for any purpose to express or imply a joint venture, partnership, principal/agent, fiduciary, or employer/employee relationship between the Parties. Each Party shall provide sole supervision and shall have exclusive control over the actions and operations of its employees, and agents used to perform its services hereunder. Neither Party has any right to control, discipline, or direct the performance of the work of the other Party or any employees, or agents of the other Party. Neither Party shall represent to any party that it is anything other than an independent contractor in its relationship to the other Party.

B. NON-EXCLUSIVE AGREEMENT: CARRIER and BROKER acknowledge and agree that this Agreement does not bind the respective Parties to exclusive services to each other, meaning that BROKER may use other carriers and shall not be required to tender any certain number of shipments to Carrier. Either party may enter into similar agreements with other carriers, brokers, or freight forwarders, provided that Carrier complies with Paragraph 4E of this Agreement.

C. WAIVER OF PROVISIONS:

(i) Failure of either Party to enforce a breach or waiver of any provision or term of this Agreement shall not be deemed to constitute a waiver of any subsequent failure or breach, and shall not affect or limit the right of either Party to thereafter enforce such term or provision.

(ii) This Agreement is for specified services pursuant to 49 U.S.C. § 14101(b). To the extent that terms and conditions herein are inconsistent with Part (b), Subtitle IV, of Title 49 U.S.C. (ICC Termination Act of 1995), the Parties expressly waive any or all rights and remedies they may have under the Act.

D. DISPUTES and CHOICE OF LAW: To the extent not governed by federal transportation law, this Agreement shall be governed and construed in accordance with the laws of the State of Missouri without regard to rules relating to conflicts of law. Any lawsuit concerning the interpretation, performance, or enforcement of this Agreement shall be brought in the state or federal courts located in Jackson County, Missouri and the Parties irrevocably consent to the jurisdiction of such courts. Any civil action by CARRIER for freight charges shall be governed by federal transportation law, 49 U.S.C. § 14705, and must be filed by CARRIER within eighteen (18) months of the date of delivery at issue, otherwise, CARRIER waives and forever relinquishes its right to such payment. This Paragraph shall survive termination of this Agreement.

E. NO BACK SOLICITATION: During the term of this Agreement and for a period of twelve (12) months following termination of this Agreement, Carrier shall not provide transportation services or related services to any of BROKER’s customers for which CARRIER had provided services under this Agreement, unless the shipments are tendered by BROKER; provided, however, this provision shall not apply if CARRIER has conducted business with such customer during the two years before BROKER first tendered shipments to CARRIER for such customer. If CARRIER breaches this provision, then it shall be liable for and shall pay liquidated damages to BROKER equal to the amount of twenty percent (20%) of CARRIER’s gross revenue for all shipments transported in violation of this Paragraph. The Parties agree that the remedy provided in this Paragraph is reasonable, and shall not limit or exclude any other rights and remedies available to BROKER. For purposes of enforcing this Paragraph, BROKER shall have the right to inspect CARRIER’s records and books, during regular business hours, upon ten (10) days prior written notice. This Paragraph shall survive termination of this Agreement.

F. CONFIDENTIALITY:

(i) CARRIER agrees that all of BROKER’s business, proprietary, and/or non-public information including, but not limited to, freight and brokerage rates, amounts received for brokerage services, amounts of freight charges collected, freight volume requirements, as well as personal customer information, customer lists and customer shipping or other logistics requirements (a) will be kept confidential by CARRIER and its employees, directors, officers, and agents (“Representatives”); (b) without limiting the foregoing, will not be disclosed by CARRIER or its Representatives to any person whomsoever except with the specific prior written consent of BROKER or except as expressly otherwise permitted by this Agreement; and (c) will not be used by CARRIER or its Representatives in any way that is detrimental to BROKER. This obligation shall not prevent disclosure of information (i) as required by law; (ii) that was or becomes generally available to the public other than as a result of a disclosure by CARRIER or its Representatives; or (iii) to CARRIER’s employees, agents or representatives as necessary to assist with the performance of this Agreement. Prior to any disclosure required by law, CARRIER shall provide BROKER with at least ten (10) days advance written notice. This Paragraph shall survive termination of this Agreement.

(ii) In the event of violation of this Confidentiality paragraph, the Parties agree that the remedy at law, including monetary damages, may be inadequate and that the Parties shall be entitled, in addition to any other remedy they may have, to an injunction restraining the violating Party from further violation of this Agreement.

G. MODIFICATION OF AGREEMENT: This Agreement may not be amended, except by mutual written agreement, or the procedures set forth above (Pars 2.B and 2.C).

(i) Should CARRIER modify any provision of this agreement, whether in handwritten form, modified text or otherwise, such amendment shall not be effective, unless BROKER has initialed such change in close proximity thereto evidencing BROKER’s specific acceptance of such modification.

(ii) Additionally, the provisions of this Agreement shall be deemed to supersede and shall prevail over any conflicting terms set forth in any load confirmation, rate confirmation, bill of lading, dispatch sheet, tariff, or other document pertaining to this Agreement.

H. NOTICES:

(i) All notices provided or required by this Agreement, shall be made in writing and delivered, return receipt requested, to the addresses shown herein with postage prepaid; by confirmed (electronically acknowledged on paper) fax; or by email with electronic receipt.

(ii) The Parties shall promptly notify each other of any claim that is asserted against either of them by anyone arising out of the Parties’ performance of this Agreement.

(iii) Notices sent as required hereunder, to the addresses shown in this Agreement shall be deemed sent to the correct address, unless the Parties are notified in writing of any changes in address.

I. CONTRACT TERM and TERMINATION: This Agreement shall be effective as of the date written above and shall remain in effect until terminated in the manner provided herein. Either Party shall have the right to terminate this Agreement at any time upon thirty (30) days prior written notice to the other Party.

J. SEVERANCE: SURVIVAL: In the event any of the terms of this Agreement are determined to be invalid or unenforceable, no other terms shall be affected and the unaffected terms shall remain valid and enforceable as written. The representations, rights, and obligations of the parties hereunder shall survive termination of this Agreement for any reason.

K. COUNTERPARTS: This Agreement may be executed in counterparts and each executed counterpart shall have the efficacy and validity of a signed original and with the same effect as if all Parties hereto had signed the same document. All counterparts so executed shall be deemed to be an original, shall be construed together, and shall constitute one agreement. Photographic copies of such executed counterparts may be used in lieu of the original for any purpose. It is hereby understood and agreed that a facsimile or electronically transmitted signature will be binding upon the Parties and otherwise admissible as if it were an original signature.

L. FAX AND EMAIL CONSENT: The Parties to this Agreement are authorized to fax or email each other at the numbers shown herein, (or otherwise modified in writing from time to time) shipment availabilities, equipment and rate promotions, or any advertisements of new services.

M. FORCE MAJEURE. In the event that either Party is prevented from performing its obligations under this Agreement because of an occurrence beyond its control and arising without its fault or negligence, including without limitation, war, riots, rebellion, acts of God, acts of lawful authorities, fire, strikes, lockouts, or other labor disputes, such failures to perform (except for any payments due hereunder) shall be excused for the duration of such occurrence. Economic hardships, including, but not limited to, recession and depression, shall not constitute Force Majeure events. The Party experiencing a Force Majeure shall provide written notice to the other Party within three (3) days of the onset of the event and again within five (5) days of termination of the event. The initial notice shall fully describe the Force Majeure, including its cause and likely duration.

N. ENTIRE AGREEMENT: Unless otherwise agreed in writing, this Agreement contains the entire understanding of the Parties and supersedes all verbal or written prior agreements, arrangements, and understandings of the Parties relating to the subject matter stated herein, whether any such document was signed prior to, or contemporaneously with the execution of this Agreement. The Parties further intend that this Agreement constitutes the complete and exclusive statement of its terms, and that no extrinsic evidence may be introduced to reform this Agreement in any judicial or arbitration proceeding involving this Agreement.

IN WITNESS WHEREOF, we have signed this Agreement the date and year first shown above.

Name of Authorized Carrier Representative: ________________________________

Title of Authorized Carrier Representative: ________________________________

Phone number of Authorized Carrier Representative: ________________________________

Email of Authorized Carrier Representative: ________________________________

Agreement Date: 10/15/2025

“I, TestContact, am the TestTitle for Agreement Test Carrier. I am authorized to execute the Broker-Carrier Agreement (the “Agreement”) set out above dated 10/15/2025 8:59:18 AM (Pacific Time) between Fuze Logistics Services USA Inc. and Agreement Test Carrier and legally bind the Agreement Test Carrier to the terms and conditions set forth therein. This electronic signature serves as an original, and any electronic version and other signatures are incorporated as if originals into the Agreement. This electronic signature shall have the same force and effect as an original source.

Je, TestContact, occupe le poste de TestTitle au sein de Agreement Test Carrier. J’ai le droit de signer l’entente de courtage en transport (l’entente) ci-dessus, qui a été conclue le 10/15/2025 8:59:18 AM (Pacific Time) entre courtier et Agreement Test Carrier et qui lie Agreement Test Carrier aux modalités de l’entente. La présente signature électronique est réputée être une signature apposée sur l’original, et toute version électronique de la signature et autre forme de signature sont intégrées à l’entente comme s’il s’agissait de la signature apposée sur l’original. La présente signature électronique a la même force exécutoire qu’une signature apposée sur l’original.

BY CLICKING THE ACCEPTANCE BUTTON, I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE AGREEMENT AND AGREE TO THE ENTIRETY OF THE TERMS AND CONDITIONS CONTAINED THEREIN. THE AGREEMENT SHALL BE BINDING ON Agreement Test Carrier. I UNDERSTAND AND ACKNOWLEDGE THAT Agreement Test Carrier IS THE “CARRIER” AS THAT TERM IS USED IN THE AGREEMENT.

EN CLIQUANT SUR LE BOUTON ACCEPTER, JE CONFIRME AVOIR LU ET COMPRIS L’ENTENTE ET J’ACCEPTE L’INTÉGRALITÉ DES MODALITÉS QU’ELLE CONTIENT. L’ENTENTE A FORCE OBLIGATOIRE POUR Agreement Test Carrier. JE COMPRENDS ET RECONNAIS QUE Agreement Test Carrier EST LE « TRANSPORTEUR » DONT IL EST QUESTION DANS L’ENTENTE.”