PREAMBLE

This agreement (“Agreement”) governs the relationship between the entity or person that accepts the terms and conditions of this Agreement by signing or accepting this Agreement (“You,” “Your” or “User”) and 1000042205 ONTARIO INC., Inc. (“Us,” “Our,” “We” or “1000042205 ONTARIO INC”). Once agreed by You, 1000042205 ONTARIO INC. will provide You with access to the iTRUX.ca Platform (as further defined herein), which will facilitate Your ability to create and assign work, post work and/or accept work on the iTRUX.ca Platform, as further described below and, if applicable to You, in one or more Schedules attached to the end of this Agreement (the “Services”).

For the purposes of this Agreement, You and 1000042205 ONTARIO INC. may each be referred to as a “Party” and collectively as the “Parties.” Authorized Account Users of the Services are not themselves a ‘party’ to this Agreement but are bound by the Terms Conditions of use of the iTRUX.ca Platform and Services appearing in this Agreement, and must be agreed to by all users upon first login to the iTRUX.ca Platform (and are otherwise available HERE).

You may not access the Services or accept this Agreement if you are not at least 18 years old. If you do not agree with all the provisions of this Agreement, you must not access or use the iTRUX.ca Platform or the Services. By entering this Agreement, you represent that you are eligible to enter this Agreement and that you will abide by and agree to the terms and conditions of this Agreement.

GENERAL TERMS AND CONDITIONS

These General Terms and Conditions shall apply to ALL Users of the iTRUX.ca Platform, regardless of Role or the type of transaction pursued by the User on the iTRUX.ca Platform.

DEFINITIONS

“Account” refers to Your account details that You set up with Us when you start to use the iTRUX.ca Platform.

“Affiliate” means with respect to any person or entity, any other entity controlling, controlled by, or under common control with such person or entity at the time in question.

“Applicable Law” refers to all federal, state, provincial, territorial, and local laws, statutes, regulations, rules, and ordinances governing User’s activities.

“Authorized Account User(s)” refers to User(s) who are employees or designated agents of another User.

“Broker” refers to a legal entity that subcontracts Shipment Assignments to other Operators.

“Broker-Operator” refers to an Operator that is also a Broker.

“Company Contracted Vehicle” refers to a vehicle operated and owned by a third-party service provider.

“Company Contracted Operator” refers to a third-party service provider that directly contracts with the Customer.

“Company Owned Vehicle” refers to a vehicle of transportation owned by a Customer.

“Customer” refers to a User on the iTRUX.ca Platform that is provisioning 1000042205 ONTARIO INC. Services.

“Driver” is an individual that operates a vehicle.

“Non-Asset Broker” is a Broker that does not own any vehicles but subcontracts Shipment Assignments to other Operators.

“Operator” refers to a person, sole proprietor or business entity that manages, has direct control, or operates vehicles.

“Order Form” refers to the document memorializing the details between Customer and 1000042205 ONTARIO INC.

“Private Carriage Shipment” refers to a Shipment Assignment that is undertaken by a Company Contracted Vehicle or a Company Owned Vehicle.

“Rate” refers to the rate information that a User enters into a Shipment Assignment.

“Role” refers to the type of User on the iTRUX.ca Platform.

“Shipment Assignment” refers to a iTRUX.ca Platform transaction for the transport of materials posted or assigned by a Customer.

“Shipment Cost” refers to the amounts payable and paid to an Operator for completing a Shipment Assignment.

“Service Fee” refers to the fees payable to 1000042205 ONTARIO INC. for Services rendered.

“Services” refers to the services available to a User on the iTRUX.ca Platform.

”iTRUX.ca Platform” refers to the technology platform provided by 1000042205 ONTARIO INC.

“1000042205 ONTARIO INC. Services” or “Services” refers to the services made available by 1000042205 ONTARIO INC. via the iTRUX.ca Platform to a User.

1000042205 ONTARIO INC. SERVICES

2.1 ACCESS RIGHTS TO PLATFORM
1000042205 ONTARIO INC. grants to User and, if applicable, User’s Authorized Account Users who agree to this Agreement, access to the Services for User’s internal business purposes.

2.2 ADDITIONAL AUTHORIZED ACCOUNT USERS
Provided that each additional Authorized Account User agrees to this Agreement, Customer may extend the access rights granted in the previous section to User’s Affiliates.

2.3 1000042205 ONTARIO INC. GENERAL DISCLAIMER OF RESPONSIBILITY AND WARRANTY
Beyond provision of the iTRUX.ca Platform and Services described herein 1000042205 ONTARIO INC. makes no representations or warranties as to the services provided by third parties.

2.4 1000042205 ONTARIO INC. NOT RESPONSIBLE FOR DATA OR USE OF THE iTRUX.ca Platform
Other than safeguarding any personal information You share with us, 1000042205 ONTARIO INC. shall have no responsibility for the data that You the User or any other User enters into the iTRUX.ca Platform.

2.5 PROVISION OF ADDITIONAL SERVICES AND SUPPORT SERVICES
Upon request, Users may seek additional support and services from 1000042205 ONTARIO INC. in the nature of training, technical and administrative support.

2.6 USER ROLES AND ADDITIONAL TERMS AND CONDITIONS AS TO USE OF SERVICES
Users and Authorized Account Users may have one or many Roles when using or accessing Services via the iTRUX.ca Platform.

OWNERSHIP RIGHTS; DATA; CONSENT TO MESSAGING

3.1 THE 1000042205 ONTARIO INC. SERVICES AND PLATFORM BELONG TO US
The iTRUX.ca Platform, including all software and Services provided hereunder, and all rights therein are and shall remain 1000042205 ONTARIO INC.'s property.

3.2 WE RETAIN RIGHTS TO USAGE INFORMATION
1000042205 ONTARIO INC. may monitor User’s use of the Services. 1000042205 ONTARIO INC. may collect and compile data and information related to the use of the Services.

3.3 USER FEEDBACK
If User sends or transmits any communications or materials to 1000042205 ONTARIO INC., 1000042205 ONTARIO INC. is free to retain and use such Feedback without further consultation.

3.4 MESSAGING, NOTIFICATIONS AND CHAT FEATURES
By creating an Account, You agree that 1000042205 ONTARIO INC. and the iTRUX.ca Platform may send electronic communications to You.

3.4.1 OPTING OUT OF TEXT MESSAGING
Any User may opt-out of receiving text (SMS) messages from 1000042205 ONTARIO INC. at any time by replying ‘NO’ to the initial SMS message or ‘STOP’ to an SMS message or by emailing support@itrux.ca.

3.4.2 CHANGING OR STOPPING NOTIFICATIONS
Users may deselect, if applicable, specific types of in-application notifications and messages under settings.

3.4.3 CHAT FUNCTIONALITY IS FOR BUSINESS PURPOSES ONLY
Certain 1000042205 ONTARIO INC. applications available through Our Services include ‘chat’ functionality. You agree to use in-application text chatting capabilities for business purposes only.

3.5 1000042205 ONTARIO INC. RESERVATION OF RIGHTS
1000042205 ONTARIO INC. reserves all rights not expressly granted to User in this Agreement.

USER CONDUCT AND OBLIGATIONS

4.1 YOU ARE RESPONSIBLE FOR YOUR CONDUCT ON THE PLATFORM
1000042205 ONTARIO INC. provides the iTRUX.ca Platform for your convenience. However, other than providing the Services via the iTRUX.ca Platform, all activity on the iTRUX.ca Platform is your responsibility.

4.2 RESTRICTIONS ON USER’S USE OF THE iTRUX.ca Platform
User shall not use the Services for any purposes beyond the scope of the access granted in this Agreement.

4.3 ACCOUNT SET UP, MAINTENANCE AND SECURITY
Users, including all Authorized Account Users must register for and maintain an active Account with 1000042205 ONTARIO INC. Users must be at least 18 years of age to obtain an Account.

4.4 NETWORK ACCESS AND DEVICES
User is solely responsible, at its own cost and expense, for obtaining computer devices and data network access services necessary to use the Services.

TERM AND TERMINATION

5.1 TERM
This Agreement is effective upon execution by the User and shall continue indefinitely until terminated.

5.2 SUSPENSION OF SERVICES
1000042205 ONTARIO INC. may disable User’s access to the Services at any time in the event of a breach or suspected breach of this Agreement.

5.3 TERMINATION; TERMINATION OF ORDER FORM
Either Party may terminate this Agreement for the other Party’s material breach which is not cured within 30 days of written notice.

PAYMENTS, INVOICES, TAXES

6.1 PAYMENTS
Depending on your Role and activities on the iTRUX.ca Platform, Users may incur Service Fees and other charges for Services.

6.2 INVOICE DISPUTES
Any disputes or claims between User and 1000042205 ONTARIO INC. for the Services shall be made by Customer to 1000042205 ONTARIO INC. by electronic email to support@itrux.ca.

6.3 TAXES
User acknowledges and agrees that, depending on User’s Role and the Services User accesses, User may be required to complete all tax registration obligations.

WARRANTY

1000042205 ONTARIO INC. warrants that the iTRUX.ca Platform and the Services will be provided in a professional and workmanlike manner. EXCEPT FOR THE FOREGOING WARRANTY, THE iTRUX.ca Platform AND SERVICES ARE PROVIDED "AS IS".

LIMITATIONS OF LIABILITY

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS OR BREACHES OF CONFIDENTIALITY, IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL SERVICES FEE PAID TO 1000042205 ONTARIO INC. UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

INDEMNIFICATION

1000042205 ONTARIO INC. shall defend User against any claim or action brought against User, and will indemnify and hold harmless User from and against any damages, liabilities, costs or expenses awarded by a court or included as part of a final settlement, to the extent based upon the infringement by the Services of any Canadian patent, trademark or copyright of a third party.

CONFIDENTIALITY, PRIVACY, PUBLICITY AND MARKETING

10.1 CONFIDENTIALITY
Each Party acknowledges and agrees that in the performance of this Agreement, such Party may have access to or may be exposed to, directly or indirectly, confidential information of the other Party.

10.2 PRIVACY
Trux’s collection and use of personal information in connection with the Services is as provided in Trux’s Privacy Policy.

10.3 PUBLICITY AND MARKETING
During the Term of this Agreement, User grants to 1000042205 ONTARIO INC. a non-exclusive, non-transferable right to use User’s trademarks, trade names and logos for the purpose of marketing.

INDEPENDENT CONTRACTOR; NO AGENCY

The relationship between the Parties under this Agreement is solely that of independent contracting businesses.

NOTICES

Any notice delivered to 1000042205 ONTARIO INC. will be delivered in writing and sent to:
1000042205 ONTARIO INC., Inc.
C/O Contract Management
1513 Lawrence Ave. E, Unit 514
Toronto, ON M3A 3R3
info@itrux.ca

GENERAL

13.1 CHOICE OF LAW AND VENUE
The interpretation of this Agreement shall be under Ontario law.

13.2 NON-WAIVER
The failure of a Party to enforce any term or terms of this Agreement shall not act as a waiver against future enforcement.

13.3 ASSIGNMENT
You may not assign this Agreement without 1000042205 ONTARIO INC.'s prior written approval.

13.4 SEVERABILITY
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

13.5 AUTHORITY
Each of the Parties agrees that it is fully authorized to enter into this Agreement.

13.6 FORCE MAJEURE
Neither Party shall be liable for any failure or delay in the performance of its obligations hereunder due to causes that are beyond the reasonable control.

13.7 ENTIRE AGREEMENT
This Agreement, together with any applicable, executed Order Form(s), shall constitute the complete agreement between us.

13.8 CHANGES TO THIS AGREEMENT
1000042205 ONTARIO INC. may amend the Agreement from time to time.

SCHEDULE A: iTRUX.ca Platform - MANAGE AND DELIVER

This Schedule A sets forth the additional terms and conditions applicable to Users in the Role of “Customer” who use the iTRUX.ca Platform to manage their own transportation.

1. 1000042205 ONTARIO INC.'s LIMITED OBLIGATIONS.
Customer expressly acknowledges that 1000042205 ONTARIO INC. shall have no responsibility whatsoever to Customer beyond the provision of the iTRUX.ca Platform.

2. CUSTOMER’S REPRESENTATIONS AND WARRANTIES
Customer represents and warrants that its use of the Services and the iTRUX.ca Platform are lawful and will comply with all Applicable Law.

3. SERVICES; INVOICES; OPTIONAL PAYMENT SERVICE
Invoices for Service Fees due and payable by the Customer under this Schedule shall be specified in the Order Form.

4. ORDER DELIVERY TRACKER; INFORMATION DISCLOSURE
The “Order Delivery Tracker” is an independent extension to the Services provided by 1000042205 ONTARIO INC. to Customer upon request.

5. GRIEVANCES AND DISPUTES
All grievances and disputes for Private Carriage Shipments under this Schedule shall be the Customer’s sole responsibility.

6. ADDITIONAL INDEMNIFICATION, LIABILITY, INSURANCE
Customer shall indemnify, defend and save 1000042205 ONTARIO INC. harmless from and against any and all liabilities, claims, losses, costs, fines, penalties, expenses.

SCHEDULE B: iTRUX.ca Platform - FIND

This schedule B sets forth the additional terms and conditions under which a User in the Role of “Customer” may use the iTRUX.ca Platform to post and manage Shipment Assignments on the iTRUX.ca Platform through iTRUX.ca Marketplace.

1. CUSTOMER’S REPRESENTATIONS AND WARRANTIES
Customer represents and warrants that it is either a sole proprietor or a legally formed business entity.

2. 1000042205 ONTARIO INC.'s LIMITED OBLIGATIONS; LEGAL COMPLIANCE DISCLOSURES
For purposes of activities occurring pursuant to this Schedule, 1000042205 ONTARIO INC. is acting solely as a broker of transportation vehicles and logistical services.

3. TERMS AND CONDITIONS APPLICABLE TO OPERATORS
The general terms and conditions applicable to Operators with whom Customer may contract in connection with Shipment Assignments are set out in Schedule C.

4. RULES OF ENGAGEMENT APPLICABLE TO CUSTOMERS
Customer’s posting of a Shipment Assignment constitutes Customer’s express offer of a Shipment Assignment to qualified Operators on the iTRUX.ca Marketplace.

5. ESTABLISHED CUSTOMER OPERATOR RELATIONSHIPS
Customer has the right to invite an Operator to become a Regular.

6. ADVERTISING AND PROMOTION
Customer expressly agrees and consents to 1000042205 ONTARIO INC.'s use and promotion of Customer’s Shipment Assignment(s) on the iTRUX.ca Platform.

7. SERVICES, RATES AND PAYMENTS
For Customer Shipment Assignments posted on the iTRUX.ca Marketplace using the Service, the Rate that is entered by Customer shall be the amount invoiced to the Customer.

8. GRIEVANCES, DISPUTES, DELAYS IN DELIVERY.
Any disputes between Customer and any Operator shall be between those parties.

9. ADDITIONAL INDEMNIFICATION, LIABILITY, INSURANCE
Customer shall indemnify, defend and save 1000042205 ONTARIO INC. harmless from and against any and all liabilities, claims, losses, costs, fines, penalties, expenses.

SCHEDULE C: iTRUX.ca Platform - DRIVE

This schedule C sets forth the terms and conditions under which a User in the Roles of “Non-Asset Broker”, or “Operator,” may accept and undertake Shipment Assignments available on the iTRUX.ca Platform.

1. OPERATOR ACKNOWLEDGEMENTS, OBLIGATIONS, REPRESENTATIONS AND WARRANTIES.
If You are accepting a Shipment Assignment through iTRUX.ca Marketplace, then You represent and warrant that You are duly and legally qualified in accordance with all Applicable Law.

2. OPERATING IN Ontario
If You are operating in the Province of Ontario, then You further represent and warrant that you are a formal business entity operating and registered under the laws of the province of Ontario.

3. OPERATOR AS A NON-ASSET BROKER
If You are a Non-Asset Broker, Non-Asset Broker shall be solely and fully responsible to ensure that all subcontracted operators comply with the terms and conditions of this Agreement.

4. GENERAL SUBCONTRACT PROHIBITION
Unless You are a Broker, You specifically represent, warrant and agree that all Shipment Assignments tendered to You shall be transported on equipment or vehicles operated by You.

5. GENERAL DISCLAIMER OF APPLICABILITY OF THIS SCHEDULE TO CERTAIN TRANSACTIONS
If You are an Operator that is operating vehicles for a Customer, using Customer’s Company Owned Vehicle, then this Schedule C does NOT apply to You.

6. 1000042205 ONTARIO INC.'s OBLIGATIONS iTRUX.ca Platform AND SERVICE
Trux’s sole responsibility to You under this Schedule is to provide the iTRUX.ca Platform and Services.

7. RULES OF ENGAGEMENT
Customer’s posting of a Shipment Assignment constitutes Customer’s express offer of a Shipment Assignment to qualified Operators on the iTRUX.ca Marketplace.

8. SERVICES, RATES AND PAYMENTS
For work completed from Sunday to Saturday, payment will be made to Operator on the following Friday.

9. GRIEVANCES AND DISPUTES
Any disputes between Customer and any Operator shall be between those parties.

10. ADDITIONAL INDEMNIFICATION, LIABILITY, INSURANCE
You agree to defend, indemnify, and hold 1000042205 ONTARIO INC. and the Customer harmless from an against all loss, liability, damage, claim, fine, cost or expense.

SCHEDULE D: iTRUX.ca Platform - DRIVE PRIVATE CARRIAGE

This schedule D sets forth the additional terms and conditions that apply when a User in the Role of a Driver of a Company Owned Vehicle, Company Contracted Operator, or a Company Contracted Vehicle accepts Shipment Assignments under this Agreement.

1. 1000042205 ONTARIO INC. LIMITED OBLIGATIONS TO YOU
You agree and acknowledge that your use of the iTRUX.ca Platform is for convenience only.

2. CONTRACTED DRIVER REPRESENTATIONS AND WARRANTIES
As with all Operators using the iTRUX.ca Platform and Services, Contracted Drivers expressly agree at all times to obey Applicable Law related to the safe handling of vehicles.

Contact Details
(416)273-6086
info@itrux.ca
311-1315 Lawrence Ave. E. Toronto ON M3A 3R3

Effective Date: July 10, 2026