TERMS OF SERVICE

These Terms of Service (the "Terms") form a binding agreement between 17387105 Canada Corp., doing business as Fleet Nova and providing the Easy Fleet platform ("Easy Fleet," "we," "us," or "our"), and the person or organization that accesses or uses the Service ("Customer," "you," or "your").

By creating an account, signing an Order Form, clicking to accept these Terms, or accessing or using the Service, you agree to these Terms. If you use the Service for an organization, you represent that you have authority to bind that organization. If you do not agree, do not access or use the Service.

An "Order Form" means an ordering document, proposal, subscription agreement, or online checkout accepted by both parties. The "Service" means the Easy Fleet cloud platform, applications, related support, and any optional services identified in an Order Form.

The Service is intended for business and organizational use. You must be at least the age of majority where you live and legally capable of entering into a binding agreement. You are responsible for ensuring that each authorized user complies with these Terms.

Depending on the subscription, configuration, region, and optional services selected, the Service may include:

• vehicle and equipment inventory and lifecycle management;
• preventive maintenance schedules, reminders, inspections, and work-order management;
• parts inventory, purchasing workflows, invoice ingestion, audits, and QR-code functions;
• vendor, pricing, shop purchase-order, cost, utilization, and operational reporting;
• driver, technician, supervisor, accounting, and administrative portals;
• forms, document storage, claims, compliance, and related workflow automations;
• integrations with telematics, fuel-card, accounting, vendor, communications, and other third-party systems;
• optional vehicle or equipment procurement assistance; and
• optional de-fleeting, remarketing, or asset-disposal assistance.

Features may change as the Service evolves. Optional procurement, de-fleeting, payment, telematics, or other professional or transaction services may require a separate Order Form, authorization, fee schedule, or service agreement.

The subscription term, included modules, usage limits, fees, and billing frequency are stated in the applicable Order Form. Unless an Order Form says otherwise, subscriptions renew automatically for successive periods equal to the initial term unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

If an Order Form conflicts with these Terms, the Order Form controls only for that Order Form and only to the extent of the conflict. Customer purchase-order terms do not modify these Terms unless Easy Fleet expressly agrees in writing.

Fees are stated in Canadian dollars unless the Order Form says otherwise. Subscription fees are billed in advance and usage-based, transaction, procurement, de-fleeting, or other service fees may be billed as incurred. Fees are non-cancellable and non-refundable except as expressly stated in an Order Form or required by law.

You are responsible for applicable sales, use, goods and services, harmonized sales, value-added, and similar taxes, excluding taxes based on Easy Fleet's net income. Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month (18% annually) and the maximum lawful rate, plus reasonable collection costs.

Easy Fleet may change fees for a renewal term by providing at least 30 days' notice before renewal. Pricing stated in a signed fixed-price Order Form remains in effect for its stated term.

You must provide accurate account information, keep it current, protect credentials, use reasonable access controls, and promptly notify Easy Fleet of suspected unauthorized access. You are responsible for activity under your accounts except to the extent caused by Easy Fleet's breach of these Terms.

Customer administrators control user access, roles, regions, permissions, records, workflows, and integrations. You are responsible for promptly removing access when a user no longer requires it. Accounts may not be shared by multiple individuals unless the applicable feature expressly allows it.

You are solely responsible for your fleet operations and for complying with laws, regulations, manufacturer requirements, employment obligations, collective agreements, safety standards, inspection rules, hours-of-service rules, licensing, insurance, tax, privacy, and record-retention requirements applicable to you.

The Service is an administrative and decision-support tool. It is not a substitute for inspections, professional judgment, manufacturer guidance, qualified technicians, legal advice, regulatory filings, safety procedures, or required records. Alerts, schedules, recommendations, decoded vehicle information, AI-generated outputs, and imported data must be reviewed by qualified personnel before being relied upon.

You must not use the Service as the sole basis for dispatching an unsafe asset, determining roadworthiness, approving a repair, meeting a statutory deadline, or making an employment, disciplinary, insurance, credit, or other high-impact decision.

You and your users must not:

• use the Service unlawfully, fraudulently, deceptively, or in a manner that infringes another person's rights;
• upload malicious code or content, probe or circumvent security, disrupt the Service, or access another customer's data;
• reverse engineer, decompile, disassemble, copy, frame, mirror, resell, sublicense, or create a competing service from the Service except where a restriction is prohibited by law;
• scrape, harvest, bulk extract, or commercially exploit the Service or platform data except through approved export tools or APIs;
• submit inaccurate, misleading, manipulated, or unauthorized vendor, pricing, vehicle, equipment, driver, maintenance, financial, or compliance information;
• use the Service to send spam or unlawful communications, or to store content that is defamatory, discriminatory, obscene, or otherwise unlawful; or
• use automated systems in a manner that materially exceeds documented limits or adversely affects the Service.

Easy Fleet may investigate suspected misuse and may remove or restrict content or access where reasonably necessary to protect the Service, customers, third parties, or legal compliance.

"Customer Data" means data, documents, images, records, and other content submitted to or generated through the Service for Customer, excluding Easy Fleet technology, usage telemetry, and aggregated or de-identified information.

As between the parties, Customer retains ownership of Customer Data. Customer grants Easy Fleet and its service providers a non-exclusive, worldwide, royalty-free licence during the term to host, copy, process, transmit, display, and otherwise use Customer Data only as necessary to provide, secure, support, improve, and comply with law in relation to the Service.

Customer represents that it has all notices, consents, permissions, and lawful authority needed for Easy Fleet to process Customer Data as contemplated by these Terms, including employee, driver, technician, vendor, geolocation, telematics, camera, claims, and vehicle information. Customer must not submit information that the Service is not designed to receive, including payment-card data outside approved payment fields, government identification numbers unless expressly supported, or personal health information unless expressly agreed in writing.

Each party will comply with privacy and data-protection laws applicable to its activities. Easy Fleet's collection, use, disclosure, retention, and protection of personal information is further described in its Privacy Policy, which is incorporated by reference.

Where Customer determines the purposes for processing personal information in Customer Data, Customer acts as the organization responsible for that information and Easy Fleet processes it to provide the Service. If required by the nature or location of the processing, the parties may enter into a data-processing addendum.

Requests to access or correct personal information will be handled in accordance with applicable law. Easy Fleet may refer a request concerning Customer-controlled data to the applicable Customer administrator.

The Service is designed to host primary production data in Canada using Google Cloud Platform, subject to the data locations and subprocessors identified in the Privacy Policy or applicable documentation. Certain support, communications, integration, security, or subprocessors may process limited information outside Canada where permitted by law.

Easy Fleet maintains commercially reasonable administrative, technical, and physical safeguards appropriate to the nature of the Service. No internet-based service is completely secure, uninterrupted, or error-free.

Easy Fleet will notify Customer without unreasonable delay after confirming a security incident involving unauthorized access to Customer Data where notice is required by law or reasonably necessary for Customer to meet its legal obligations. Customer is responsible for securing its devices, networks, credentials, integrations, and exported data.

During an active subscription, Customer may export available Customer Data using the Service's standard tools or by submitting a verified request from an authorized account owner. Export format, scope, timing, and any professional-services fees depend on the volume, complexity, and requested format.

Following expiration or termination, Easy Fleet will make a standard export reasonably available for 30 days if the account is paid and Customer requests it during that period. Afterward, Easy Fleet may delete or de-identify Customer Data in accordance with its retention practices, subject to backups, legal holds, fraud prevention, dispute resolution, financial-record retention, and other legal obligations.

Deletion from active systems may not immediately remove information from encrypted backups. Backup copies will be isolated from ordinary use and expire under Easy Fleet's backup-retention cycle.

Easy Fleet may create and use statistics, benchmarks, and analytics derived from use of the Service only where the information has been aggregated or de-identified so that it does not reasonably identify Customer or an individual. Easy Fleet may use that information to operate, secure, improve, and market the Service and to develop industry insights. Easy Fleet will not publicly identify Customer as the source without permission.

The Service may interoperate with third-party products and services selected or authorized by Customer. Customer's use of a third-party service is governed by its separate terms and privacy practices. Easy Fleet does not control and is not responsible for third-party availability, security, accuracy, acts, omissions, fees, or changes.

By enabling an integration, Customer authorizes Easy Fleet to exchange Customer Data with that provider as needed for the integration. Easy Fleet may suspend or discontinue an integration if the provider changes or withdraws access, the integration creates a security or legal risk, or continued support is commercially unreasonable.

The Service may extract information from files, invoices, forms, images, integrations, or other sources and may generate recommendations, classifications, summaries, schedules, forecasts, or other automated outputs. Such outputs may be incomplete, inaccurate, delayed, or unsuitable for Customer's circumstances.

Customer must review automated actions and outputs before they update safety-critical records, trigger purchasing, affect inventory, initiate communications, or support legal, financial, employment, maintenance, or compliance decisions. Customer is responsible for configuring approval thresholds, recipients, permissions, and exception handling. Easy Fleet may label beta, preview, or experimental features and may modify or discontinue them at any time.

Procurement assistance is optional and is provided only when included in an Order Form or separately authorized. Unless expressly agreed in writing, Easy Fleet acts only as Customer's administrative facilitator and is not the seller, manufacturer, installer, repairer, importer, broker, fiduciary, or guarantor of any vehicle, equipment, part, warranty, financing, or service.

Customer remains responsible for specifications, fit, compatibility, quantity, vendor selection, pricing approval, taxes, shipping, installation, inspections, warranties, recalls, and payment. An auto-purchase or reorder rule constitutes Customer's instruction to prepare or transmit an order within its configured limits. Customer is responsible for its configuration and must maintain appropriate approval controls.

No purchase is binding on Easy Fleet, and Easy Fleet is not required to advance funds or accept vendor terms, unless expressly agreed in writing. Vendor terms, returns, warranties, and delivery commitments remain between Customer and the vendor.

De-fleeting, remarketing, appraisal, auction, transfer, and asset-disposal assistance are optional services governed by a separate authorization or Order Form. Values, market estimates, condition reports, time-to-sale estimates, and recommended channels are informational and are not guarantees.

Customer represents that it owns the asset or has authority to dispose of it and will disclose liens, damage, branded status, recalls, odometer information, taxes, registrations, and other material facts. Customer is responsible for approving sale terms and transfer documents unless a separate written agreement expressly authorizes Easy Fleet to act on Customer's behalf. Applicable motor-vehicle, consignment, auction, dealer, wholesale, tax, and consumer-protection requirements continue to apply.

Vendor, pricing, labour-time, parts, residual-value, fuel, benchmark, and market information may originate from Customer, vendors, integrations, public sources, or third parties. Easy Fleet does not guarantee that such information is accurate, current, complete, available, or applicable to a particular transaction. Displaying a vendor or price is not an endorsement, certification, offer, or promise of availability. Customer is responsible for verifying material information before acting.

Easy Fleet targets 99.9% monthly availability for the core production Service. This is a service objective, not a guarantee, and excludes scheduled maintenance, emergency maintenance, beta features, third-party services, Customer systems or misuse, internet or telecommunications failures, force majeure events, and suspension permitted under these Terms.

Easy Fleet will use commercially reasonable efforts to provide advance notice of scheduled maintenance when practicable. Service credits apply only if expressly stated in an Order Form or separate service-level agreement and are the exclusive remedy for failure to meet a contractual availability commitment.

Each party may receive non-public business, technical, pricing, security, or operational information from the other ("Confidential Information"). The receiving party will use it only to perform or exercise rights under the agreement, protect it using at least reasonable care, and disclose it only to personnel and service providers who need to know and are bound by confidentiality obligations.

Confidential Information does not include information that the receiving party can demonstrate was lawfully known without restriction, becomes public without breach, is received lawfully from a third party, or is independently developed. A legally compelled disclosure is permitted if the receiving party provides notice where lawful and reasonable assistance at the disclosing party's expense.

Easy Fleet and its licensors retain all right, title, and interest in the Service, software, designs, documentation, workflows, models, analytics, improvements, and related intellectual property. Subject to these Terms and payment of fees, Easy Fleet grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Service for its internal business operations.

If Customer provides suggestions, ideas, or feedback, Easy Fleet may use them without restriction or payment, provided it does not identify Customer or disclose Customer Confidential Information. No rights are granted except as expressly stated.

Easy Fleet may suspend affected access if: fees are overdue after reasonable notice; Customer materially breaches these Terms; use creates a security, legal, or operational risk; suspension is required by law or a provider; or immediate action is reasonably necessary to protect people, property, data, or the Service. Where practicable, Easy Fleet will give notice and an opportunity to cure and will limit the suspension to the affected portion. Suspension does not relieve Customer of payment obligations.

Either party may terminate an Order Form for material breach if the breach is not cured within 30 days after written notice, or within 10 days for non-payment. Either party may terminate immediately if the other becomes insolvent, ceases business, or enters bankruptcy or receivership proceedings not dismissed within 60 days.

Easy Fleet may terminate free, trial, beta, or month-to-month access on reasonable notice. On termination, Customer must stop using the Service and pay amounts accrued. Sections intended by their nature to survive will survive, including payment, confidentiality, intellectual property, disclaimers, liability limits, indemnity, data handling, and general terms.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL INFORMATION, OUTPUTS, OPTIONAL SERVICES, AND THIRD-PARTY CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." EASY FLEET DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND COLLATERAL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

EASY FLEET DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR THAT DATA LOSS, MISSED MAINTENANCE, REGULATORY NON-COMPLIANCE, PURCHASE ERRORS, VEHICLE DOWNTIME, OR ASSET-VALUATION VARIANCES WILL NOT OCCUR.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, SAVINGS, GOODWILL, BUSINESS, OPPORTUNITY, USE, OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY.

The exclusions and cap do not apply to Customer's payment obligations; either party's fraud or wilful misconduct; Customer's infringement or misuse of Easy Fleet intellectual property; or liability that cannot lawfully be excluded or limited. Nothing in these Terms excludes rights or remedies that cannot be waived under applicable law.

Customer will defend, indemnify, and hold harmless Easy Fleet, its affiliates, and their directors, officers, employees, and contractors from third-party claims, damages, penalties, judgments, settlements, and reasonable legal fees arising from: Customer Data; Customer's fleet operations, vehicles, equipment, parts, drivers, employees, vendors, procurement decisions, or asset disposals; Customer's breach of Sections 7, 8, 9, 16, or 17; or Customer's violation of law or third-party rights.

Easy Fleet will promptly notify Customer of a covered claim, provide reasonable cooperation at Customer's expense, and permit Customer to control the defence and settlement, provided no settlement admits fault by or imposes non-monetary obligations on Easy Fleet without consent.

Easy Fleet may not use Customer's name, trademarks, or logo in public customer lists, case studies, or marketing without Customer's prior written consent.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemic, war, terrorism, civil unrest, labour disputes, government action, utility, internet or telecommunications failure, cyberattack not caused by failure to use reasonable safeguards, or failure of a critical third-party provider. This section does not excuse payment obligations.

Easy Fleet may update the Service and these Terms. Material changes to these Terms will be notified through the Service, by email, or by another reasonable method before they take effect. Changes will not materially reduce contracted core functionality during a paid fixed term except where necessary for security, legal compliance, third-party dependency changes, or to prevent harm.

If a material change to these Terms substantially and adversely affects Customer's use, Customer may notify Easy Fleet within 30 days after the change takes effect and terminate the affected subscription if the parties cannot resolve the concern. Continued use after the effective date of an update constitutes acceptance, subject to this right and applicable law.

The agreement is governed by the laws of Alberta and the federal laws of Canada applicable there, without regard to conflict-of-law rules. The parties will first attempt in good faith to resolve a dispute through business representatives. If unresolved, the courts located in Calgary, Alberta have exclusive jurisdiction, and each party attorns to those courts.

Neither party may assign the agreement without the other's prior written consent, except to an affiliate or in connection with a merger, corporate reorganization, sale of substantially all relevant assets, or change of control, provided the assignee assumes the agreement and is not a direct competitor of the non-assigning party. Any other attempted assignment is void.

The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, fiduciary, franchise, or agency relationship. Procurement or disposal authority exists only to the extent expressly granted in a separate writing.

Notices of breach, termination, non-renewal, or legal claims must be in writing and sent to the email or address on the Order Form, with a copy to the contact below for notices to Easy Fleet. Other operational notices may be delivered through the Service or email. Electronic records and signatures may be used to form and evidence the agreement.

If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue. Failure to enforce a provision is not a waiver. Headings are for convenience only. The words "including" and "includes" mean "including without limitation."

These Terms, the Privacy Policy, each applicable Order Form, and any signed addendum are the entire agreement regarding the Service and replace prior discussions or representations on that subject.