Carrier Member Agreement: CAN (operated by Can Integrated Logistics Inc.)

This Agreement is between Can Integrated Logistics Inc. (BC1286281), 1208–1124 Lonsdale Ave, North Vancouver, BC V7M 2H1 ("CIL") and the carrier named below ("Carrier").

1. Platform

CIL operates a technology platform through which business customers ("Customers") request transport and contract directly with member carriers. CIL is not a carrier or broker and is not a party to any contract of carriage between Carrier and a Customer.

2. Eligibility and vetting

2.1 Before activation and at all times, Carrier must hold and provide evidence of: - (a) an active National Safety Code safety certificate (BC or home jurisdiction) with no Conditional or Unsatisfactory rating, and consent for CIL to review its carrier profile; - (b) any required operating authority (extra-provincial/US where applicable); - (c) WorkSafeBC registration in good standing (CIL may obtain clearance letters); - (d) the insurance in section 8; - (e) properly licensed drivers (e.g., BC Class 1/3 as applicable) and roadworthy, properly plated vehicles; - (f) a valid BC business registration (where required) and: for a carrier company, a valid GST/HST number; for an Individual Carrier, a valid GST/HST number if registered (see 5.3B).

2.2 Carrier must notify CIL within 2 business days of any change, lapse, suspension or rating change. CIL may re-verify at any time.

1A. Service area: Canada only

Platform jobs must start and end in Canada (launch area: Metro Vancouver/BC). Carrier must not accept or perform any cross-border or US job through the platform, and must not route a platform job through the US or use it as part of a US leg. Jobs in Quebec are excluded at launch. Breach is grounds for suspension.

2A. Job alerts

Jobs are alerted to all eligible carriers at once (right vehicle, verified insurance, pickup inside Carrier's declared service area). Distance from Carrier's home base is shown for information only. CIL does not assign jobs. Each offer shows the Carrier's earnings for the job. The first eligible Carrier to accept is booked; Carrier decides whether to accept. Where CIL offers bidding for a job type, Carrier may bid instead, and its bid becomes its earnings for that job. Any location data is collected only as set out in section 14A.

3. Independent contractor

Carrier is an independent contractor. Carrier controls the means and methods of its work: its own equipment, drivers, employees, routes, hours and permits. Carrier may serve other customers and platforms. Carrier is responsible for its own WorkSafeBC coverage, payroll, source deductions and taxes, except that where Carrier is an online platform worker under the Employment Standards Act (s.3.1 and Employment Standards Regulation Part 7.2) and the Workers Compensation Act (s.1.1), CIL is the deemed employer for the purposes of those Acts only, registers Carrier with WorkSafeBC and pays the premiums at no cost to Carrier. Nothing creates employment, partnership, agency or joint venture, except as modified within those statutory frameworks.

4. Independent pricing

Carrier alone sets its prices, including any emergency premium. Platform estimates are non-binding suggestions that Carrier may accept, change, counter or decline. CIL will not require minimum or maximum prices and will not share Carrier's pricing with other carriers. The price shown to a Customer at booking must be Carrier's full price for the job as described (no charges added later without the Customer's approval in the platform).

5. Fees

5.1 Service fee: 20% of the job price (excluding taxes), plus GST on the fee, collected as a Stripe application fee from each charge made on Carrier's own Stripe account (6.1). Carrier authorizes this fee.

5.2 Membership: first 3 months free from activation, then CAD $25 per month plus GST (and any other applicable tax), billed monthly in advance through Stripe. Cancellable on — days' notice.

5.3 CIL invoices or issues statements to Carrier for the service fee and membership, plus GST, showing CIL's GST number.

5.3A Fee on refunds. When a job is refunded, CIL returns its fee on the refunded amount as set out in 6.3; otherwise CIL keeps its fee, including where a cancellation is the Customer's fault.

5.3B GST/HST for Individual Carriers. An Individual Carrier who is not registered for GST/HST may use the Platform as a small supplier. CIL tracks the Individual Carrier's CAN sales, meaning the full job prices customers pay before GST (including add-on charges, not including tips), over the most recent four consecutive calendar quarters. CIL will send written notice in the app and by email when those sales reach $24,000 and again at $27,000. When they reach $30,000, the Individual Carrier cannot accept new jobs until they add a valid GST/HST number; jobs already accepted can be finished and are paid in full. This limit is not applied less than 72 hours after the first written notice. The Individual Carrier remains responsible for CRA's own rule, which counts taxable sales from all sources, not only CAN, and may require registration earlier. CIL does not give tax advice.

5.4 Fee changes require — days' written notice.

5.5 Offer adjustments and added jobs. If the actual time or distance of a job differs significantly from the estimate, the earnings shown on the offer may be adjusted reasonably and in good faith, and never below the minimum pay required by law. If another job is added to a job Carrier has accepted, the offer shows the additional earnings, and Carrier may decline it.

5B. Invoice terms: SUSPENDED (net terms OFF)

Invoice/net terms are not offered at launch and are being redesigned. No clause in this section is in effect.

5C. Residential & Commercial Moves

(a) Scope. Residential (homes, apartments, household goods) and office/commercial moves for personal and business customers. No hazmat or undeclared high-value items. (a1) No driver lifting. Unless the booking includes the Carrier's own loading crew, the customer loads and the receiver unloads; drivers do not lift or carry. Only Carrier companies (not individual drivers) may offer a crew service, and only with WorkSafeBC coverage for that crew and the crew price shown before booking. A driver may decline or stop a job that would need lifting, without penalty. (a2) Consumer property and premises. Take reasonable care of customers' homes and belongings (floor and wall protection, pads, securement), report any damage on the POD with photos, and never enter a home beyond what the job requires. (a3) All-in price; no upselling at the door. The accepted price is binding and all-in. Do not ask for extra money, cash, tips as a condition, or new services at the door. If the job differs from the booking, request a change in the app; the customer may accept or cancel without a fee. (a4) Consumer complaints. Respond to customer complaints through the platform within — business days, cooperate with CIL's complaint process (section 6) and consumer protection law (BC BPCPA), and keep job records for — years. (b) Crew duties. Supply a trained crew and equipment (dollies, pads, floor and wall protection); carry and place goods; follow building rules (elevator bookings, docks, hours, floor protection); and protect premises. (c) WorkSafeBC. Keep WorkSafeBC coverage for all crew and provide a clearance letter on request. Crews are Carrier's workers, not CIL's. (d) Building COIs. COIs required by buildings must be issued by Carrier's insurer or broker, naming the landlord, strata or property manager as additional insured (an endorsement, not just a certificate holder) at the required limits. CIL never issues or alters a COI. Provide it at least — business days before the move. (e) Minimums:** for every move (residential or commercial, including by individual drivers): CGL $2M per occurrence ($5M where the building requires it); auto liability $2M; cargo/transit $— per load or the declared value accepted; WorkSafeBC in good standing; NSC safety certificate for any vehicle over 5,000 kg licensed GVW. (f) Bill of lading and cargo insurance. Issue a bill of lading/job record with conditions of carriage and keep cargo insurance as required by the BC MVA Regulations, Division 37. (g) Comply with municipal business licences and street-occupancy/loading permits.

5D. Scheduled jobs

Carrier may accept jobs for a future date, window or month and must propose a confirmed date within the window. Withdrawal after acceptance: Carrier must notify through the platform immediately. Repeated or late withdrawals (under — hours) may reduce ratings or lead to suspension. Carrier may set its own cancellation fees, shown to shippers before booking; otherwise platform defaults apply.

5E. Towing (B2B, consensual only at launch)

(a) Carrier performs only consensual tows authorized by the owner or its agent. Not permitted through the platform: non-consent or private-property/parking-enforcement tows, police/RoadSafetyBC/municipal impounds, ICBC accident-scene program tows, repossessions, consumer tows, vehicles carrying dangerous goods. (a1) Light and medium duty at launch (FHWA GVWR classes 1–6, up to 26,000 lb). Heavy duty (classes 7–8) only as bid-only jobs, and only for Carriers vetted for heavy-duty towing. No storage through the platform: Carrier delivers direct to the customer's destination and doesn't store vehicles or charge storage on platform jobs. Carrier must use equipment rated for the towed vehicle's GVWR. (b) Carrier holds and complies with: NSC safety certificate where required (vehicles over 5,000 kg licensed GVW), tow-truck licensing/registration and equipment requirements under the Motor Vehicle Act and its Regulations, municipal business licences and any tow-business bylaw licence (e.g., Burnaby Bylaw 9888CC for tow businesses), and safe recovery practices. (c) Insurance minimums:** auto liability $2M; on-hook coverage $— per vehicle or the accepted declared value; garagekeepers not required for platform jobs (no storage); CGL $2M; WorkSafeBC. (d) Condition photos at pickup and drop-off are mandatory. Carrier charges only its accepted price; regulated impound rates do not apply to platform jobs, and Carrier must not hold a vehicle for payment through the platform.

5F. Cancellation fees and Carrier cancellations

(a) Customer cancellations. Customers pay the fees in customer ToS s.20 (Tier 1 free: before acceptance, 24 hours or more before pickup, or within 15 minutes after acceptance; Tier 2: 15% of the all-in price, minimum $15, maximum $75, under 24 hours before pickup; Tier 3: 25%, maximum $150, after "En route"; Tier 4: 35%, maximum $200 plus shown wait time, for a no-show or inaccessible site after "Arrived" and a —-minute wait). Carrier can't set different cancellation fees. (b) Carrier's share. Carrier receives 80% of every cancellation fee collected; CIL keeps 20% as its Platform fee. For a business Carrier the Platform fee is shown as its own line. For an individual app-based driver, the amount is shown as earnings only, with nothing deducted from it, and the job's engaged time (from acceptance to cancellation) counts toward the driver's minimum pay for the pay period under the Employment Standards Act. (c) No fee is earned if Carrier is late beyond the 15-minute limit in ToS s.20.4, cancels, asks for a higher price or cash outside the Platform, or makes a status tap or photo that isn't true. False status taps or photos are grounds for fee reversal and suspension. (d) Carrier cancellations. Carrier should cancel at least 24 hours before pickup where it can. No money is deducted from Carrier, and no penalty fee is charged, when Carrier cancels. CIL may instead use non-monetary measures: a reliability score shown to admins, fewer offers, and, after — late cancellations or no-shows in — days, a review and possible suspension. Individual drivers may decline or cancel a job without penalty for safety reasons or where no loader is present (no-lift rule), and receive cancellation pay in that case.

6. Payments

6.0 Direct payment to Carrier. Customers pay Carrier directly. Each charge is created on Carrier's own Stripe account; Carrier is the seller of the transport service and the merchant for the payment, and its name appears on the customer's statement. Payments are processed by Stripe under Carrier's own agreement with Stripe. CIL doesn't receive, hold or transfer the price.

6.1 CIL's fee. For each charge Carrier authorizes CIL to collect, through Stripe, a platform fee equal to 20% of the job price plus GST on that fee, as an application fee deducted by Stripe when the charge is captured. CIL invoices Carrier for its fee and GST in Carrier's monthly statement. Stripe's own processing fees are paid as set out in 6.1B.

6.1A Individual drivers. For an Individual Carrier the offer shows its earnings; the customer price is set so that CIL's fee is added to the price, not taken from those earnings (5.1A). For Individual Carriers, CIL pays Stripe's processing fees, so Stripe deducts nothing from the earnings shown. No membership fee, Quick Pay fee or set-off applies to an Individual Carrier. After each job, the app shows an Individual Carrier the customer's total price, CIL's platform share, GST, the Carrier's earnings and any tip.

6.1B Stripe fees. For a business Carrier, Stripe deducts its processing fees from Carrier's Stripe balance under Carrier's Stripe agreement. For an Individual Carrier, see 6.1A.

6.2 Payouts. Stripe pays out Carrier's balance to Carrier's bank account on the schedule Carrier chooses in its Stripe account. CIL doesn't set, delay or pause Carrier's payouts.

6.2A Instant payouts. Carrier may use Stripe Instant Payouts where Stripe offers them. Stripe's instant payout fee is Stripe's, shown by Stripe; CIL charges no Quick Pay fee.

6.3 Refunds and complaints. Carrier authorizes CIL, through the Platform, to refund a customer from Carrier's Stripe account when a refund is decided under customer ToS s.21 (complaint decision) or is required by law, including consumer cancellation rights. CIL returns its fee in proportion to the refunded amount (refund of the application fee). Carrier is notified and may submit evidence within — business days before a decision, except where the law requires a faster refund. CIL won't place holds on Carrier's funds.

6.3A Disputes and amounts owed. Card disputes are debited by Stripe from Carrier's Stripe account. Carrier responds with evidence; CIL provides job records (status log, photos, POD). If CIL incurs a cost or loss because of Carrier's job (for example, a dispute fee CIL pays, or a refund CIL funded), CIL invoices Carrier, payable within — days. CIL doesn't deduct amounts owed from Carrier's funds. Unpaid invoices may lead to suspension under section 11.2.

6.4 Statements. CIL gives Carrier a monthly statement showing each job: price, GST, CIL's fee and GST on the fee, refunds, and any invoice for amounts owed. Stripe gives Carrier its own payout reports.

6.5 Stripe account. Carrier must open and keep its own Stripe account connected to the platform (type set out in the Platform's onboarding), accept Stripe's terms, and complete Stripe's identity checks. Carrier is responsible for its Stripe account, including negative balances under its Stripe agreement.

6.6 Top-ups for Individual Carriers on BC app-based delivery jobs. Any minimum-pay top-up, distance allowance or other amount CIL owes as deemed employer under the Employment Standards Act is paid by CIL from its own funds, separately from customer payments, with a pay statement. CIL may withhold any minimum-pay top-up or distance allowance that it reasonably determines is attributable to artificially or unreasonably increased time or distance, or to fraud, and will explain the reason on the pay statement.

7. Performing jobs

7.1 Permits: Carrier obtains all provincial (onRouteBC/PPC) and municipal permits and any pilot cars, and uploads permit evidence before dispatch for oversize/overweight moves.

7.2 Securement: Carrier secures all loads under NSC Standard 10 and BC Motor Vehicle Act Regulations Division 35 (e.g., heavy equipment: at least 4 tiedowns, each WLL ≥ 2,268 kg).

7.3 POD: Carrier uploads timestamped photos at pickup (unit condition and securement) and at delivery, plus a POD signed or acknowledged in the app.

7.4 No re-brokering: Carrier performs every job with its own vehicles and its own employed or contracted drivers, and must not broker, assign, subcontract or interline a job without CIL's and the Customer's written consent.

7.5 Comply with all laws, including hours of service and safety rules.

7.6 Reporting and no cash. Carrier must report through the app within 24 hours: any collision or incident causing injury or property damage over $1,000; any change to its insurance; any licence suspension; and any criminal or motor-vehicle charge or conviction. Carrier accepts payment for platform jobs only through the Platform.

8. Insurance

Carrier maintains, at its cost: (a) automobile liability of at least $2,000,000 per occurrence; (b) cargo / on-hook coverage of at least $300,000 per occurrence or the value of the unit carried, whichever is higher, covering loading and unloading; (c) CGL of at least $2,000,000 per occurrence; (d) WorkSafeBC coverage, except for Individual Carriers covered by CIL under section 3. Policies must name CIL as additional insured (auto and CGL), include a waiver of subrogation in favour of CIL, and provide 30 days' written notice of cancellation or material change. Carrier must provide certificates and endorsements on request and at each renewal. Carrier must not accept a job whose value exceeds its cargo limit.

9. Claims

Carrier handles Customer loss and damage claims directly with its insurer, under the contract of carriage and applicable law, and keeps CIL informed. CIL may share records with the Customer.

10. No circumvention

For 12 months after a Customer is first introduced to Carrier through the platform, Carrier will not knowingly solicit or accept from that Customer, outside the platform, jobs of the type offered on the platform in Metro Vancouver/—. This does not apply to customers Carrier served before joining (Carrier to list them in Schedule A) or to general advertising.

11. Ratings, suspension and termination

11.1 Customers may rate Carriers. CIL may publish aggregate ratings.

11.2 Suspension. For an Individual Carrier who is an online platform worker, CIL will give at least 72 hours' written notice (in-app and email), with reasons and how to respond or ask for reconsideration, before temporarily removing access, except where CIL reasonably determines there has been serious misconduct, an immediate risk to health or safety, or immediate removal is required by law or a law-enforcement order (Employment Standards Regulation s.45.32). Access is restored within 14 days unless a longer period is legally required. Wherever possible CIL warns Carriers before documents expire and before ratings fall below the minimum. For all other Carriers, CIL may suspend immediately for: lapse of insurance, NSC certificate, authority or WorkSafeBC good standing; a Conditional/Unsatisfactory safety rating; suspected fraud, double-brokering or a safety risk; or serious breach.

11.2A Ratings. Ratings based on race, religion, or any other ground protected by human-rights law are disregarded. A Carrier may ask for review of any ratings-based action.

11.2B Permanent removal. For an Individual Carrier who is an online platform worker, permanent removal is only for just cause (serious misconduct; material breach; breach of law on the Platform; discrimination; deliberately inflating engaged time) or on the notice required by law, with written reasons.

11.3 Either party may terminate on — days' notice, or immediately for material breach (for Individual Carriers who are online platform workers, subject to 11.2 and 11.2B). Accrued obligations survive.

12. Indemnity

Carrier will indemnify CIL and its directors, officers and staff against claims, losses, fines and costs (including reasonable legal fees) arising from Carrier's performance of jobs, its drivers and vehicles, loss of or damage to goods, permit or securement violations, employment or WorkSafeBC matters, taxes, or breach of this Agreement, except to the extent caused by CIL's negligence.

13. Limitation of CIL's liability

CIL is not liable for indirect or consequential losses. CIL's total liability under this Agreement in any 12 months is limited to the fees Carrier paid CIL in that period.

14. Privacy and confidentiality

Each party complies with BC PIPA. Carrier uses Customer personal information only to perform the job and protects it. Carrier provides only the minimum driver information CIL requests, with its drivers' consent. Platform data, pricing tools and Customer lists are CIL confidential information.

14A. Driver location notice and consent

What we collect: your device's location (GPS) through the app. When: only while you are online (available for jobs) or on a job (from accepting it until it is completed or cancelled). Never when you are offline or the app is closed after a job. Why: (1) to offer and dispatch nearby jobs; (2) to show customers your ETA and, while you are heading to their stop or carrying their goods, your position; (3) to record engaged time, distance and waiting time used to calculate your pay and any minimum-pay top-up; (4) for safety, incident response and to resolve disputes about pickups, deliveries, waiting time and claims. Who sees it: CIL staff who need it; the customer whose job you are on (not while you are at another customer's stop); our maps provider to calculate routes; and anyone the law requires. How long: detailed location trails are kept for —, then deleted or reduced to the per-job summary (timestamps, distance, stops) that we keep as pay and tax records for as long as the law requires. Trails linked to an open dispute, claim or incident are kept until it is resolved. Withdrawing consent: you can turn off location at any time in the app or by contacting our Privacy Officer. Location is needed to receive and perform jobs, so while it is off you cannot go online or take jobs; this doesn't affect pay already earned and is not a penalty or deactivation. By turning on location in the app you consent to this use. If Carrier is a company, it must give this notice to its drivers and obtain their consent (section 14).

14B. "Get set up" resources (individual Carriers)

CIL may show individual Carriers a "Get set up" page with links to independent truck dealers that offer in-house financing, licensed insurance brokers, WorkSafeBC and the Canada Revenue Agency. CIL only gives access to these providers. CIL does not arrange, recommend or approve any loan, insurance policy or registration, does not act as an insurance agent or credit broker, is not paid for these connections, and is not responsible for what these providers do. Any agreement is directly between the Carrier and the provider. The Carrier completes every application and registration itself and should get its own advice before signing. Nothing in this section changes the Carrier's obligations under sections 5.3B (GST/HST) or 8 (Insurance), or CIL's obligations where BC law requires CIL to provide WorkSafeBC coverage. CIL's in-app assistant may explain these steps but does not give financial, insurance, tax or legal advice.

15. General

Governing law: British Columbia; courts at Vancouver. Entire agreement; amendments in writing (or via notice under 5.4); assignment by Carrier only with consent; notices to support@canintegrated.ca and Carrier's email on file; severability.

Signature block

Schedule A: Carrier's pre-existing customers (excluded from section 10).