Truckbud Driver Independent Contractor Agreement

Last Updated: October 12, 2026

IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE MUTUAL ARBITRATION PROVISION IN SECTION 13, AS IT REQUIRES THE PARTIES TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, THROUGH FINAL AND BINDING ARBITRATION (UNLESS CONTRACTOR VALIDLY OPTS OUT OF ARBITRATION, AS PROVIDED BELOW). BY AGREEING TO ARBITRATION, THE PARTIES WAIVE THEIR RIGHT TO SEEK RELIEF IN COURT AND HAVE A JURY TRIAL ON THEIR CLAIMS, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. BY ACCEPTING THIS AGREEMENT, CONTRACTOR ACKNOWLEDGES THAT THEY HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND HAVE TAKEN THE TIME AND SOUGHT ANY ASSISTANCE NEEDED TO COMPREHEND THE CONSEQUENCES OF ACCEPTING THIS AGREEMENT.

This Independent Contractor Agreement ("Agreement") describes the rules, restrictions, and obligations that govern your provision of services through the Truckbud Platform ("Contracted Services"), as further described in section 3 below. This Agreement is between you, an independent contractor engaged in the business of performing the Contracted Services ("Contractor"), and Trualr Technologies Inc., operating as Truckbud ("Truckbud"). Contractor may enter this Agreement either as an individual sole proprietor or a corporate entity. This Agreement will become effective on the date it is accepted regardless of whether Contractor is eligible to, or ever does, perform any Contracted Services.

BY ACCESSING THE TRUCKBUD DRIVER SMARTPHONE APPLICATION ("DRIVER APP"), CONTRACTOR AGREES TO BE BOUND BY (1) THIS AGREEMENT, (2) THE TRUCKBUD DRIVER PRIVACY POLICY, (3) THE TRUCKBUD CONSUMER TERMS OF SERVICE, (4) THE TRUCKBUD DRIVER PLATFORM ACCESS POLICY, (5) THE TRUCKBUD COMMUNITY GUIDELINES, AND (6) THE E-SIGN CONSENT AGREEMENT (SECTION 21).

Purpose of the Agreement
Contractor's Operations
Contracted Services
Content
Privacy of Personal Information
Relationship of Parties
Payment for Services
Intellectual Property Rights
Representation and Warranties
Insurance Requirements
Limitations of Liability
Indemnification
Mutual Arbitration Provision
Governing Law and Jurisdiction
Term and Termination
Background Check Consent and Continuous Screening
Confidentiality
Modifications to This Agreement
Notices
Driver Platform Access Policy
Entire Agreement
Counterparts and Electronic Execution
General Provisions
Province-Specific Provisions

Recitals

Truckbud is a technology company that provides an online marketplace and services platform using web-based technology (including the Driver App) that facilitates the exchange of delivery and logistics services among contractors, retail businesses, and customers (together, the "Truckbud Platform"). The Truckbud Platform enables individuals and businesses ("Customers") to request the delivery, transport, or handling of large items, furniture, appliances, and other goods ("Items") from retail businesses and other organizations ("Retail Partners") and/or directly from Customers, and Contractors perform those services. When such requests are placed, the Truckbud Platform notifies Contractors that a Contracted Service Opportunity (defined in section 3.1 below) is available and facilitates completion of the Contracted Services. Truckbud is not a moving company, transportation carrier, furniture retailer, or delivery service. Truckbud provides the technology platform that connects Contractors with Customers and Retail Partners.

Contractor is an independent provider of Contracted Services, authorized to conduct those services in the geographic location(s) in which they operate. Contractor possesses and controls all equipment and personnel necessary to perform the Contracted Services in accordance with applicable laws. Contractor desires to enter into this Agreement for the opportunity to receive Contracted Service Opportunities through the Truckbud Platform. Contractor understands and agrees they are not an employee of Truckbud or any Retail Partner or an agent acting on behalf of Truckbud or any Retail Partner or individual using the Truckbud Platform and that they are performing Contracted Services on behalf of themselves and their business, not on behalf of Truckbud. Contractor understands that: (i) they are free to select the times they wish to be available on the Truckbud Platform to receive Contracted Service Opportunities; (ii) they are free to negotiate their earnings by, among other things, accepting or rejecting the Contracted Service Opportunities presented through the Truckbud Platform, and can make such decisions to maximize their opportunity to profit; and (iii) they have the sole right to control the means and manner in which Contracted Services are performed.

Contractor acknowledges and agrees that this Agreement may be made available in multiple languages for convenience and accessibility. Contractor understands that all language versions are intended to convey the same rights and obligations and that additional versions are available for selection. By selecting their preferred language from the list provided through the platform, Contractor confirms that they have had the opportunity to review and understand this Agreement in that language.

In consideration of the above, as well as the mutual promises described herein, Truckbud and Contractor (collectively, "the parties") agree as follows:

1. Purpose of the Agreement

1.1. This Agreement governs the relationship between Truckbud and Contractor and establishes the parties' respective rights and obligations. In exchange for the promises contained in this Agreement, Contractor will have the opportunity to receive Contracted Service Opportunities through the Truckbud Platform and Contractor agrees to perform the Contracted Services for any Contracted Service Opportunities they choose to accept. However, nothing in this Agreement requires Contractor to perform any particular volume of Contracted Services, and nothing in this Agreement guarantees Contractor will receive any volume of Contracted Service Opportunities or other business through the Truckbud Platform.

1.2. Contractor is not obligated to accept or perform any particular Contracted Service Opportunity offered through the Truckbud Platform. However, once a Contracted Service Opportunity is accepted, Contractor must complete the Contracted Services according to all Customer and Retail Partner specifications and the terms of this Agreement.

2. Contractor's Operations

2.1. Contractor represents that they operate an independently established business enterprise that provides delivery and logistics services, and that they satisfy all legal requirements and have all necessary licences and permits necessary to perform the Contracted Services. As an independent enterprise, Contractor is solely responsible for determining how to operate their business and perform the Contracted Services.

2.2. Contractor agrees that all information they provide to Truckbud or through the Truckbud Platform will be accurate and they will promptly inform Truckbud if any information requires updating.

2.3. Contractor agrees to fully perform the Contracted Services in a timely, efficient, safe, and lawful manner. Truckbud has no right to, and shall not, control, direct, or manage the manner, method, or means Contractor uses to perform the Contracted Services. Instead, Contractor shall be solely responsible for determining the most effective, efficient, and safe manner to perform the Contracted Services, including, as applicable, determining the manner of pickup, transport, handling, and delivery, and route selection.

2.4. Contractor retains the right to perform services (whether services similar to the Contracted Services or other services) with or for other businesses and/or other customers, and Contractor represents that they advertise and hold themselves out to the general public as a separately established business. The parties recognize that they are or may be engaged in similar arrangements with other businesses to supply services similar to the Contracted Services and nothing in this Agreement prevents Contractor or Truckbud from doing business with others. Truckbud does not have the right to restrict Contractor from performing services for anyone else at any time, even if they directly compete with Truckbud, and even when Contractor is logged into the Truckbud Platform so long as performing such services does not otherwise violate this Agreement. Contractor's right to compete with Truckbud, or perform services for businesses that compete with Truckbud, survives termination of this Agreement.

2.5. Contractor is not required to purchase, lease, or rent any products, equipment, or services from Truckbud as a condition of receiving Contracted Service Opportunities through the Truckbud Platform or entering into this Agreement.

2.6. Contractor agrees to immediately notify Truckbud in writing at support@truckbud.ca if Contractor's right to control, direct or manage the manner or means they use to perform Contracted Services differs from the terms in this Agreement.

2.7. When signing up to be a user of the Truckbud Platform, Contractor's information will be used to create an account. Contractor may not create multiple Driver App accounts.

2.8. By entering this Agreement, Contractor also agrees to be bound by the Truckbud Consumer Terms of Service and that any breach of the Truckbud Consumer Terms of Service will be considered a breach of this Agreement. However, to the extent that this Agreement and the Truckbud Consumer Terms of Service conflict, the terms of this Agreement will take precedence.

2.9. In order to perform any Contracted Services, Contractor must, for the safety of the Truckbud Platform and the Customers and Retail Partners who rely on it, pass a background check and identity verification administered by third-party vendors, subject to Contractor's lawful consent. Identity verification may include biometric comparison processes, such as the comparison of a government-issued identification document to a real-time selfie or facial scan, conducted through Truckbud's third-party identity verification provider. Contractor acknowledges and consents to these verification processes as a condition of access to the Truckbud Platform. Contractor's Driver App profile photo may be used to facilitate identity verification at the commencement of, or during, an active delivery. Contractor's failure to successfully complete, or subsequent failure to pass, any required background check or identity verification is grounds for denial of access to, or removal from, the Truckbud Platform. By uploading a profile photo through the Driver App, Contractor consents to Truckbud displaying that photo to customers and business clients through the Platform for the purpose of booking confirmation and identity verification at the time of service. Contractor may update or remove their profile photo at any time through the Driver App.

Removal of Contractor's profile photo from customer-facing display will take effect within forty-eight (48) hours and does not affect Truckbud's use of Contractor's photo for internal identity verification and fraud prevention purposes.

2.10. Contractor also acknowledges that they may be offered opportunities to perform Contracted Services through the Truckbud Platform in connection with Retail Partner programs and that additional terms and conditions may apply to those opportunities. To the extent that any such terms and conditions conflict with this Agreement, the terms of this Agreement will take precedence, unless otherwise expressly stated in writing.

2.11. Contractor acknowledges that when engaging with the Truckbud Platform on a mobile device, data usage rates may apply.

2.12. To prevent unauthorized access to Contractor's account and to prevent unauthorized use of Personal Information (as defined in section 5.1) and the Truckbud Platform, Contractor agrees to protect and keep confidential all Personal Information and their email, phone number, password, and other means of accessing their account via the Truckbud Platform by implementing appropriate technical and organizational measures. Contractor acknowledges that unauthorized use of Contractor's account, email, phone number, password, or other means of accessing their account could lead to financial loss and access to Contractor's sensitive personal and account information. If Contractor discloses (or otherwise allows to be made known) their account information, user ID, password, or other means of accessing their account to any person, Contractor assumes all risks and losses associated with such disclosure, including loss of access to the Contractor's account. If Contractor believes someone may attempt to use, or has accessed, Contractor's account without Contractor's permission, or that any other unauthorized use or security breach has occurred, Contractor agrees to immediately notify Truckbud at support@truckbud.ca.

2.13. Contractor shall at all times ensure that they use the most up-to-date version of the Driver App available, have a mobile device capable of reliably running the most up-to-date version of the Driver App, and not intentionally block or attempt to bypass any automatic Driver App updates.

2.14. From time to time, Truckbud may invite Contractors to participate in sessions to test new features or services within or related to the Truckbud Platform. Contractor shall keep confidential all information learned or obtained during such sessions and shall not disclose such information to anyone without Truckbud's express written consent.

3. Contracted Services

3.1. From time to time, the Truckbud Platform may notify Contractor of the opportunity to perform Contracted Services in accordance with requests placed by Customers or Retail Partners through the Truckbud Platform (each a "Contracted Service Opportunity"). Contractor agrees that by logging into the Driver App and making themselves available, Contractor is making themselves available to receive Contracted Service Opportunities, which Contractor may accept or reject.

3.2. For each Contracted Service Opportunity accepted by Contractor that involves collecting one or more items ("Items") from a Retail Partner location, Customer location, or other designated pickup point and delivering or transporting those Items to a Customer or other designated delivery location (a "Delivery Service Opportunity"), Contractor agrees to:

(i) proceed to the applicable pickup location in a timely manner;

(ii) upon arrival at the pickup location, document the visible condition of each Item by capturing the photographs required by the Driver App prior to taking possession of the Items ("Pre-Pickup Documentation"). Contractor acknowledges that failure to complete Pre-Pickup Documentation before loading Items into their vehicle may limit Contractor's ability to contest responsibility for any damage claims subsequently raised by a Customer or Retail Partner;

(iii) retrieve the Items safely and in a manner that does not damage the Items, the pickup location, or any other property;

(iv) secure the Items appropriately in Contractor's vehicle for safe transport, using moving blankets, tie-down straps, or other cargo protection materials as the nature of the Items requires;

(v) proceed to the delivery location and, upon arrival, document the visible condition of each Item by capturing the photographs required by the Driver App prior to transferring possession of the Items to the Customer or their representative ("Pre-Delivery Documentation");

(vi) complete delivery of the Items to the Customer or their representative in a safe and timely fashion, including placing the Items in the location designated by the Customer to the extent reasonably practicable and safe; and

(vii) obtain confirmation of delivery from the Customer or their representative through the Driver App, which may include electronic signature, photographic confirmation, or such other method as specified by Truckbud or the Customer.

A Delivery Service Opportunity is considered complete when all Items have been delivered to the Customer or their representative and confirmation of delivery has been recorded in the manner required by the Driver App. Contractor agrees to timely mark each Delivery Service Opportunity as completed in the Driver App upon completion. If the Customer is not available, Contractor agrees that the Delivery Service Opportunity will be considered complete only if Contractor (i) makes reasonable efforts to contact the Customer and wait a reasonable time for the Customer to accept the Items by following the applicable flow in the Driver App and (ii) either leaves the Items at the Customer location as instructed or returns the Items if a return is required for that Delivery Service Opportunity as indicated at the time the opportunity was offered. Under no circumstances may Contractor retain the Items.

3.3. Certain Delivery Service Opportunities may involve Items that, due to their weight, size, or the configuration of the delivery location, require more than one person to handle safely ("TwoPerson Lift Opportunities"). Where a Contracted Service Opportunity is designated as a TwoPerson Lift Opportunity in the Driver App, Contractor acknowledges that such a designation reflects the Customer's or Retail Partner's assessment of the service requirements. Contractor agrees that they will have a second qualified individual present and available to assist with the service before accepting a Two-Person Lift Opportunity. Contractor is solely responsible for ensuring that any individual they engage to assist with a Two-Person Lift Opportunity is authorized to perform such work and complies with all applicable laws. Truckbud does not employ or control any such individuals. Contractor assumes full liability for the actions of any person Contractor engages to assist with a Delivery Service Opportunity.

3.4. Contractor agrees that if, upon arrival at the pickup location or delivery location, Contractor determines in their reasonable judgment that completing a Delivery Service Opportunity would be unsafe (including, without limitation, because a required second person is not available for a designated Two-Person Lift Opportunity, because the Item's condition or the delivery location presents an unreasonable risk of injury or damage to property, or because the Item materially differs from its description in the Driver App), Contractor shall promptly notify Truckbud through the Driver App and document the issue with photographs before declining to proceed. Nothing in this Agreement requires Contractor to take actions that, in the exercise of Contractor's reasonable business judgment, present an unreasonable risk of injury to Contractor, any assisting individual, or any other person.

3.5. Contractor agrees that the parameters of each Contracted Service Opportunity are established by the Customer and/or Retail Partner, not Truckbud, and represent the end result desired, not the means by which Contractor is to accomplish the result. Contractor has the right to cancel a Contracted Service when, in the exercise of Contractor's reasonable discretion and business judgment, it is appropriate to do so. Notwithstanding the foregoing, Contractor agrees to maintain both a customer rating and a completion rate as established by Truckbud and published on the Truckbud Platform or communicated to Contractor from time to time. As of the effective date of this Agreement, those minimum standards are a customer rating of 4.2 out of 5.0 stars and a completion rate of 85%. Failure to satisfy these standards constitutes a material breach of this Agreement, and in such case Truckbud shall have the right to suspend or terminate this Agreement and/or deactivate Contractor's account in accordance with the Truckbud Driver Platform Access Policy. Contractor shall not attempt to induce or persuade a Customer or Retail Partner to cancel any Contracted Service, nor shall Contractor attempt to manipulate their customer rating or completion rate through any artificial or deceptive means.

3.6. Contractor acknowledges that Truckbud has discretion as to which, if any, Contracted Service Opportunities to present to Contractor, just as Contractor has the discretion whether to accept any Contracted Service Opportunity.

3.7. Contractor warrants that Contractor is engaged in Contractor's own business, separate and apart from Truckbud's business, which is to provide the Truckbud Platform.

3.8. Contractor authorizes Truckbud, during the course of any Contracted Services, to communicate with Contractor, the Customers, and the Retail Partners, and/or to facilitate direct communication between Contractor and the Customers and/or Retail Partners, to the extent permitted by Contractor, for the purposes of assisting Contractor in their performance of the Contracted Services. Under no circumstances, however, shall Truckbud be authorized to control, direct or manage the manner or means by which Contractor performs Contracted Services. This includes, but is not limited to, the following:

a. Truckbud does not require any specific type, make, model, or quality of Contractor's choice of vehicle, provided the vehicle meets the minimum specifications required for the applicable Contracted Service Opportunity as displayed in the Driver App and the requirements set out in the Truckbud Driver Insurance Requirements, as amended from time to time.

b. Contractor does not have a supervisor or any individual at Truckbud to whom they report.

c. Contractor is not required to use any signage or other designation of Truckbud on their vehicle or person at any point in their performance of the Contracted Services.

d. Truckbud has no control over Contractor's personal appearance. Contractor shall not be required to wear a uniform or other clothing of any type bearing Truckbud's name or logo.

e. Contractor does not receive performance evaluations by Truckbud. Customer ratings submitted through the Truckbud Platform reflect Customer assessments of the completed service and are not evaluations conducted by Truckbud.

3.9. In the event Contractor fails to fully perform any Contracted Service consistent with the parameters established by the Customer and/or Retail Partner, or this Agreement (a "Service Failure"), Contractor shall forfeit all or part of the agreed upon fee for that service. If Contractor disputes responsibility for a Service Failure, the dispute shall be resolved pursuant to the "Payment Disputes" provision below.

3.10. Contractor shall comply with all applicable Truckbud policies and guidelines as may be published or communicated to Contractor from time to time, including the Truckbud Driver Platform Access Policy, the Truckbud Community Guidelines, and any handling requirements specified by a Retail Partner for Items included in a Contracted Service Opportunity.

3.11. Contractor agrees to immediately notify Truckbud in writing at support@truckbud.ca if Contractor's services or scope of work differ in any way from what is contemplated in this section 3.

3.12. Retail Partner Program. Certain Contracted Service Opportunities are made available through Truckbud's Retail Partner Program, under which Retail Partners use the Truckbud Platform to arrange delivery or handling services for their customers. Where a Contracted Service Opportunity is identified as a Retail Partner booking, Contractor acknowledges that additional handling specifications, documentation requirements, or service standards established by the Retail Partner may apply to that specific Contracted Service Opportunity, including requirements for cargo or motor truck cargo insurance coverage as further described in section 10 and the Truckbud Driver Insurance Requirements. Truckbud will present any applicable Retail Partner requirements to Contractor through the Driver App at the time the Contracted Service Opportunity is offered. By accepting a Retail Partner Contracted Service Opportunity, Contractor agrees to comply with the applicable Retail Partner requirements in addition to the requirements of this Agreement. To the extent that any Retail Partner requirement conflicts with this Agreement, the terms of this Agreement shall take precedence.

3.13 Passenger Transportation. The Truckbud Platform facilitates the delivery and handling of Items only. No Contracted Service includes the transportation of any person in the Contractor's vehicle. Truckbud does not authorize, arrange, or facilitate ride-along requests by Customers or Retail Partners, and no Contracted Service Opportunity offered through the Truckbud Platform shall be construed as including a passenger transportation component.

Notwithstanding the foregoing, the Contractor has sole authority over access to and occupancy of their vehicle. If the Contractor, in the exercise of their sole discretion as the vehicle owner, elects to permit a Customer to travel in their vehicle, that arrangement is entirely outside the scope of the Contracted Service and this Agreement, is not authorized or facilitated by Truckbud, and is undertaken solely at the Contractor's risk. Truckbud assumes no liability arising from any such arrangement. The Contractor acknowledges that their insurance policy may not extend coverage to the transportation of passengers and that any injury, loss, or damage arising from a passenger transportation arrangement is the Contractor's sole responsibility.

4. Content

Parts of the Truckbud Platform enable Contractor to provide feedback, text, photos, audio, video, information, and other content to Truckbud (collectively, "Content"), including without limitation photographs taken during the performance of Contracted Services (including PrePickup Documentation and Pre-Delivery Documentation). By providing Content, in whatever form and through whatever means, Contractor grants Truckbud a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable licence to copy, modify, prepare derivative works of, distribute, publish and otherwise exploit that Content, without limitation, including for the purposes of resolving disputes, verifying service completion, improving the Truckbud Platform, and operating the Truckbud Platform generally. To the extent permitted by law, Contractor waives its moral rights (as defined under applicable law) with respect to any Content Contractor creates or contributes and Contractor unconditionally and irrevocably consents to Truckbud (and all persons authorized by Truckbud) (i) exercising any of the rights of an owner of copyright in the Content without attribution to Contractor as the author or by attributing ownership to another person and (ii) using, reproducing, dealing with, modifying, doing, or omitting to do, anything which would otherwise infringe or breach Contractor's moral rights in the Content. Contractor irrevocably waives and agrees not to enforce any moral rights they may have in the Content. If Content includes personal information, Truckbud's Driver Privacy Policy describes how Truckbud uses that personal information. Where Truckbud pays for the creation of Content or facilitates its creation, Truckbud may own that Content, in which case supplemental terms or disclosures will say that. Contractor is solely responsible for all Content that Contractor provides and warrants that Contractor either owns it or is authorized to grant Truckbud the rights described in this Agreement. Contractor is responsible and liable if any of Contractor's Content violates or infringes the intellectual property or privacy rights of any third party. Content that is, among other things, discriminatory, obscene, harassing, deceptive, violent, or illegal is prohibited, and Content must comply with all applicable Truckbud policies. Contractor agrees that Truckbud may make available services or automated tools to translate Content and that Contractor's Content may be translated using such services or tools.

5. Privacy of Personal Information

5.1. Contractor may only process personal information (as that term is defined under applicable privacy laws, including the Personal Information Protection and Electronic Documents Act (Canada) and equivalent applicable provincial privacy legislation) obtained in connection with the Contracted Services ("Personal Information") in compliance with the terms of this Agreement and only for the limited and specified business purpose of providing the Contracted Services. Contractor shall comply with applicable privacy laws and provide the level of privacy protection for Personal Information as is required by those laws. Contractor shall not sell or share Personal Information. Contractor shall not (a) retain, use or disclose Personal Information (i) for any purpose other than the business purpose of providing the Contracted Services or (ii) outside of the direct business relationship between Truckbud and Contractor; or (b) combine Personal Information received in connection with the Contracted Services with personal information received from or on behalf of another person(s), or collected from Contractor's own interactions with individuals, unless permitted by applicable privacy laws. This includes, without limitation, Customer names, addresses, telephone numbers, and any other personal information that may be accessible to Contractor through the Driver App during the performance of a Contracted Service. Contractor certifies that they understand and will comply with these requirements and restrictions.

5.2. Contractor shall process Personal Information only for the duration of this Agreement, or until otherwise instructed by Truckbud. To the extent Contractor maintains any Personal Information, Contractor shall promptly delete a particular individual's Personal Information from Contractor's records upon request by Truckbud. Truckbud may take any reasonable and appropriate steps to ensure that Contractor uses Personal Information in a manner consistent with Truckbud's obligations under applicable privacy laws. Contractor shall promptly notify Truckbud if at any time Contractor determines that they can no longer meet their obligations pertaining to Personal Information or applicable privacy laws. Upon notice to Contractor, Truckbud may take any reasonable and appropriate steps to stop and remediate the unauthorized use of Personal Information. Upon Truckbud's reasonable request, Contractor shall make available to Truckbud all information in Contractor's possession necessary to demonstrate Contractor's compliance with its obligations under this Agreement and applicable privacy laws.

6. Relationship of Parties

6.1. The parties agree that this Agreement is between two co-equal, independent business enterprises that are separately owned and operated. The parties intend this Agreement to create solely the relationship of independent contracting parties. This is not an employment agreement, and the parties are not employees, agents, joint venturers, or partners of each other for any purpose. Neither party shall have the right to bind the other by contract or otherwise except as specifically provided in this Agreement (including section 21).

6.2. Truckbud shall not have the right to, and shall not, control, direct, or manage Contractor's manner or method of accomplishing Contracted Services. The parties agree that those provisions of the Agreement reserving ultimate authority in Truckbud have been inserted solely for the safety of Customers, Retail Partners, and other contractors using the Truckbud Platform or to comply with applicable laws, regulations, and interpretations thereof.

6.3. Truckbud shall report all reportable payments made to Contractor on a calendar year basis or other appropriate basis using an applicable Canada Revenue Agency information slip (including, as applicable, a T4A or such other information return required under applicable Canadian tax legislation) ("Tax Statements"), if the volume and type of payments to Contractor qualifies for such reporting. Contractor agrees to report all such payments and any cash gratuities to the appropriate federal, provincial, and local tax authorities, as required by law. Contractor agrees to remit all required tax payments to the appropriate federal, provincial, and local tax authorities, as required by law. Contractor agrees to update Contractor's account, at least annually (or otherwise upon a change in circumstances that affects Contractor's account information) and upon request by Truckbud, to help prevent or limit Truckbud inadvertently providing such Tax Statements to a party other than Contractor performing the Contracted Services.

6.4.1. By accepting this Agreement and by your continued use of any Truckbud product or service, you acknowledge that you have read and understand this section 6 and that you affirmatively consent to receive and acknowledge that you can access, receive, download, print and retain your Tax Statements electronically. You agree that such information may be communicated electronically by posting notices, disclosures, and other communications on the Truckbud Driver Portal or by sending such information to you by email. Your consent to receive Tax Statements electronically will be effective until withdrawn (see "Withdrawal of Consent" below). Truckbud may discontinue electronic provision of Tax Statements at any time in its sole discretion.

6.4.2. In addition to consenting to and obtaining electronic copies of Tax Statements, you may request additional paper copies of your Tax Statements as provided below. Truckbud may charge a fee for providing additional paper copies. Requesting a paper copy of your Tax Statements will not be considered a withdrawal of your consent for electronic delivery of Tax Statements. You must formally withdraw consent pursuant to section 6.4.3 to begin regularly receiving a paper copy of your future Tax Statements.

6.4.3. Withdrawal of Consent to electronic delivery is prospective only, as of the effective date of the withdrawal. Any withdrawal ensures that future Tax Statements will be delivered to you as a paper document but does not apply to any Tax Statements that have already been furnished to you electronically. You may withdraw your consent to electronic delivery by providing written notice to Truckbud at support@truckbud.ca. Truckbud may charge a fee for providing paper copies. Your consent is considered withdrawn on the date that Truckbud receives your notice. In addition to providing paper Tax Statements, Truckbud will also continue to provide Tax Statements electronically as described in section 6.4.1.

6.4.4. Once a Tax Statement is available, Truckbud will notify you, either through the Truckbud Platform, email, or other means, and provide instructions to access and download such Tax Statement. The Tax Statements will remain available for access and download for a period consistent with the applicable requirements of the Canada Revenue Agency. To retain Tax Statements delivered electronically, you will need the ability to download the documents and/or access to a printer. Note that Tax Statements may be required to be attached to your federal, provincial, or local income tax return.

7. Payment for Services

7.1. Unless a different rate of pay is negotiated or Contractor is notified otherwise by Truckbud in writing, Contractor will receive payment for all Contracted Services fully performed in an amount consistent with Truckbud's publicly provided pay model, which reflects factors including, without limitation, the estimated distance of the delivery, the type and size of the Items, and the estimated time required to complete the service. Truckbud reserves the right to adjust or withhold all or a portion of payment owed to Contractor if Truckbud reasonably believes that Contractor has defrauded or abused, or attempted to defraud or abuse, the Truckbud Platform. From time to time, Contractor may be offered opportunities to earn more for performing Contracted Services at specified times or in specified areas. Nothing prevents the parties from negotiating a different rate of pay, and Contractor is free to accept or reject any such opportunities to be paid at different rates.

7.2. Truckbud's online payment platform may permit Customers to add a gratuity to be paid to Contractors, and Customers can also pay a gratuity to Contractors in cash. Truckbud will not retain for itself any amount of gratuity given by the Customer to Contractors. One hundred percent (100%) of any gratuity provided through the Truckbud Platform or paid in cash by a Customer shall belong to Contractor.

7.3. For services that involve Customer or Retail Partner payment via the Truckbud Platform, Truckbud will process payments through Stripe, Inc. or such other third-party payment processor as Truckbud may designate from time to time, and will transmit applicable payment for the Contracted Services to Contractor. Contractor agrees to complete any registration, identity verification, or know-your-customer process required by Truckbud's payment processor (including Stripe, Inc.) as a condition of receiving payment through the Truckbud Platform. Contractor is responsible for verifying the accuracy of their bank account information to receive timely payments. Truckbud is not responsible for lost or late payments due to incorrect banking information provided by Contractor.

7.4. By agreeing to any separate contract with a third party to process payments owed under this Agreement to Contractor (including the Stripe Services Agreement), Contractor agrees that Truckbud shall discharge its payment obligations to Contractor by funding the amounts payable and directing the third-party processor to pay such funded amounts to Contractor. After Truckbud funds and directs payment, any failure or refusal by the third-party processor to issue payment to Contractor shall be the responsibility of Contractor to resolve directly with the payment processor.

7.5. In the event the third-party processor fails to issue payment to Contractor for any reason, Truckbud may, in its sole discretion, satisfy any such payment obligation by mailing a cheque in the applicable amount to Contractor at the address on file with Truckbud within ten (10) business days following the date of the initial payment direction to the third-party processor. Delivery of such cheque to Canada Post or any nationally recognized courier service shall constitute full and complete discharge of Truckbud's payment obligation with respect to such amount. Contractor acknowledges and agrees that the foregoing provisions regarding Truckbud's right to satisfy payment obligations by mailing a cheque shall apply retroactively to any and all payments previously paid, currently owed, or hereafter becoming owed by Truckbud to Contractor under this Agreement or any prior agreement between the parties, regardless of when such payment obligation arose.

7.6. From time to time, Truckbud may offer various promotions or referral programs. These promotional or referral programs in no way are meant to infer an employment relationship or any other type of relationship between the parties other than that which is set forth herein. Contractor agrees that they will not manipulate or abuse any such promotion or referral programs by, among other things: (a) tampering with the location feature on their mobile phone; (b) collecting incentive or promotional pay when not eligible to receive such pay under relevant policies; or (c) creating multiple contractor or consumer accounts. Contractor understands that engaging in this type of manipulation or abuse constitutes a material breach of this Agreement and may lead to deactivation of their account.

7.7. Contractor shall not receive any wages, including vacation pay or holiday pay, from Truckbud, nor shall they participate in or receive any other benefits, if any, available to Truckbud's employees.

7.8. Unless mandated by law, Truckbud shall have no authority to withhold federal or provincial income taxes, Canada Pension Plan contributions, Employment Insurance premiums, or any other local, provincial, or federal tax or statutory deduction on behalf of Contractor.

7.9. Contractor shall be solely responsible for determining whether they are required to register for and collect goods and services tax ("GST"), harmonized sales tax ("HST"), Quebec sales tax ("QST"), or provincial sales tax ("PST") on the Contracted Services, and for remitting any such taxes to the appropriate governmental authority. Where Contractor is required by law to collect applicable taxes, Contractor shall provide Truckbud with their GST/HST registration number and any other registration number required, and the applicable tax shall be reflected in Contractor's payment records. All amounts payable by Truckbud to Contractor under this Agreement shall be exclusive of any such taxes unless otherwise agreed in writing.

7.10. Truckbud Protect. Truckbud Protect is a discretionary customer-facing guarantee program offered by Truckbud to end Customers under which Truckbud may, in its sole discretion, compensate a Customer for documented Item damage that occurs during a Contracted Service, subject to the program's terms and limits as published on the Truckbud Platform from time to time. Truckbud Protect is not an insurance product and does not extend coverage to Contractors. A Truckbud Protect payment to a Customer does not waive Truckbud's right of subrogation against a Contractor who is found to be responsible for the damage, particularly where the Contractor was operating without the insurance coverage required by section

10 of this Agreement or the Driver Insurance Requirements published at truckbud.ca/driverinsurance-requirements, or where the Contractor failed to complete required Pre-Pickup Documentation or Pre-Delivery Documentation as required by section 3.2 of this Agreement. The existence of a Truckbud Protect payout to a Customer does not relieve the Contractor of any obligation under this Agreement, and does not constitute an admission by Truckbud that the Contractor's conduct was within the scope of what this Agreement authorizes.

8. Intellectual Property Rights

8.1 Truckbud's Ownership. The Truckbud Platform, the Driver App, the Truckbud name, all Truckbud trademarks, logos, trade dress, and brand elements, and all related intellectual property -- including all algorithms, matching systems, dynamic pricing models, routing and dispatch technology, data compilations, and any modifications or enhancements thereto -- are and shall remain the exclusive property of Truckbud and its licensors. The Contractor acquires no ownership interest, title, or proprietary right in any of the foregoing by virtue of this Agreement or the Contractor's use of the Driver App.

8.2 Limited Licence to Use the Driver App. Subject to the Contractor's compliance with this Agreement and the Driver Platform Access Policy, Truckbud grants the Contractor a limited, non-exclusive, non-transferable, revocable, royalty-free licence to download and use the Driver App solely for the purpose of receiving and fulfilling Contracted Services during the term of this Agreement. This licence does not include the right to sublicence, copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works from the Driver App or any component of the Truckbud Platform. The Contractor agrees not to remove, obscure, or alter any copyright, trademark, or proprietary notice displayed within the Driver App.

8.3 No Right to Truckbud Marks. The Contractor may not use Truckbud's name, trademarks, logos, slogans, or other brand identifiers in any advertising, social media post, marketing material, signage, business card, or public statement without Truckbud's prior written approval in each instance. The Contractor may not register or maintain any domain name, social media handle, trade name, or business name that incorporates, or is confusingly similar to, "Truckbud," "Trualr," or any other Truckbud brand element.

8.4 Feedback. If the Contractor provides suggestions, feedback, improvement ideas, feature requests, or other recommendations to Truckbud regarding the Platform, the Driver App, or Truckbud's services ("Feedback"), the Contractor hereby assigns to Truckbud, at no additional cost and without any further obligation or accounting to the Contractor, all right, title, and interest in and to such Feedback, including all intellectual property rights therein. Truckbud may use, disclose, reproduce, license, commercialize, and create derivative works from any Feedback in any manner, for any purpose, without restriction or attribution to the Contractor.

8.5 Photographs and Documentation Submitted by the Contractor. All photographs, images, written records, and documentation submitted by the Contractor through the Driver App -- including Pre-Pickup Documentation and Pre-Delivery Documentation submitted pursuant to section 3.2 -- are the property of Truckbud upon submission. The Contractor acknowledges that such materials are collected for operational, quality assurance, dispute resolution, insurance, and legal compliance purposes, and that the Contractor retains no reproduction, distribution, or moral rights in any such material once submitted. The Contractor consents to Truckbud's use and retention of such materials in accordance with the Truckbud Privacy Policy and applicable law.

8.6 No Additional Licence. No intellectual property right or licence is granted to the Contractor beyond what is expressly stated in section 8.2. Use of the Driver App or the Truckbud Platform outside the scope of this Agreement, or following its termination, constitutes unauthorized use and may constitute infringement of Truckbud's intellectual property rights.

9. Representations and Warranties

9.1 Mutual Representations. Each party represents and warrants to the other that: (a) it has full legal capacity and authority to enter into, execute, perform, and be bound by this Agreement; (b) this Agreement constitutes a valid, binding, and enforceable obligation of that party; and (c) the execution, delivery, and performance of this Agreement do not and will not conflict with or result in any breach or violation of any other agreement, obligation, court order, or applicable law to which that party is subject.

9.2 Contractor's Representations, Warranties, and Covenants. The Contractor represents, warrants, and covenants to Truckbud that, as of the date of this Agreement and continuously throughout its term:

(a) Independent Business Operation. The Contractor is engaged in an independent business providing large-item delivery and related logistics services, operates that business for the Contractor's own account and profit, and is free to offer and provide similar services to entities other than Truckbud without restriction, subject only to any limitation the Contractor has voluntarily accepted.

(b) Vehicle. The Contractor's vehicle is legally registered in the Contractor's name or in the name of a registered owner who has authorized the Contractor's use of the vehicle for commercial delivery purposes; is insured in accordance with section 10 of this Agreement; is roadworthy, mechanically sound, and maintained in a safe and clean condition; is of sufficient size and cargo capacity to transport the items typically handled through the Truckbud Platform, including but not limited to furniture, appliances, mattresses, and large electronics; and complies with all applicable provincial and federal motor vehicle standards, including those applicable to vehicles operated for commercial purposes.

(c) Driver's Licence and Endorsements. The Contractor holds a valid, unrestricted driver's licence for the class of vehicle used to perform Contracted Services, all endorsements or permits required by the laws of the province of operation for delivery-for-hire or commercial transport activities, and any additional permits, certifications, or licences required by applicable municipal bylaws or provincial regulations.

(d) Insurance. The Contractor maintains, or will obtain prior to accepting any booking, the insurance coverage required by section 10 of this Agreement and the Driver Insurance Requirements. The Contractor's current insurance policy is with a licensed insurer and has not been cancelled, suspended, permitted to lapse, or materially modified in a manner that would reduce coverage below the applicable minimum limits.

(e) Background Check and Continuous Eligibility. All information provided by the Contractor in connection with Truckbud's background check and identity verification processes is true, accurate, and complete. The Contractor has not been convicted of, and is not under active investigation for, any criminal offence that would render the Contractor ineligible to operate on the Truckbud Platform under applicable law or under Truckbud's then-current screening standards as disclosed to the Contractor during onboarding. The Contractor agrees to promptly notify Truckbud if the Contractor is charged with, convicted of, or enters a plea in respect of any criminal offence that may affect the Contractor's eligibility.

(f) Accuracy of Information. All information provided by the Contractor to Truckbud during onboarding, identity verification, and throughout the term of this Agreement -- including banking and payment details, vehicle information, insurance details, licence information, and contact information -- is accurate and complete as of the date provided, and the Contractor will promptly update Truckbud through the Driver App or by contacting support@truckbud.ca if any such information becomes inaccurate or incomplete.

(g) No Conflicting Agreements. The Contractor is not subject to any non-competition agreement, exclusivity obligation, or other contractual commitment that prohibits or materially limits the Contractor's ability to enter into this Agreement or to perform Contracted Services.

(h) Tax Compliance. The Contractor is registered for GST/HST purposes if the Contractor's annual taxable revenues meet or exceed the threshold requiring registration under the Excise Tax Act (Canada), and will maintain such registration throughout the term of this Agreement. The Contractor is aware of and will fulfil all tax filing, remittance, and reporting obligations arising from the Contractor's independent business operations, including obligations relating to income tax, GST/HST, provincial sales tax, and any other applicable tax. Nothing in this Agreement requires Truckbud to withhold or remit taxes on the Contractor's behalf except as required by applicable law.

(i) Physical Capacity. The Contractor understands that Contracted Services may require the Contractor to lift, carry, and manoeuvre heavy or bulky items, and that certain bookings may involve items exceeding 50 kilograms. The Contractor is solely responsible for assessing whether the Contractor's physical condition, equipment, and available personnel (including any assistants the Contractor engages at the Contractor's own cost) are adequate for a given booking before the Contractor accepts it. Truckbud does not assess the Contractor's physical fitness for any particular booking, and the Contractor's acceptance of a booking constitutes the Contractor's own assessment that the Contractor is capable of completing it safely.

(j) Ongoing Compliance. The Contractor will promptly notify Truckbud in writing if any representation or warranty in this section 9.2 ceases to be accurate, including any suspension, cancellation, or material change to the Contractor's driver's licence, vehicle registration, insurance coverage, or criminal record.

9.3 Disclaimer of Warranties by Truckbud. TRUCKBUD MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE VOLUME OF BOOKINGS THAT WILL BE MADE AVAILABLE TO THE CONTRACTOR, THE CONTRACTOR'S EXPECTED OR POTENTIAL EARNINGS, THE CONTINUED AVAILABILITY OF THE TRUCKBUD PLATFORM OR THE DRIVER APP, OR THE FITNESS OF THE PLATFORM FOR ANY PARTICULAR PURPOSE. THE TRUCKBUD PLATFORM AND DRIVER APP ARE PROVIDED "AS IS" AND "AS AVAILABLE." TRUCKBUD DOES NOT WARRANT THAT THE DRIVER APP WILL BE UNINTERRUPTED, TIMELY, SECURE, ERRORFREE, OR FREE OF MALWARE OR OTHER HARMFUL COMPONENTS.

10. Insurance Requirements

10.1 Obligation to Maintain Coverage. The Contractor must maintain the minimum insurance coverage specified in this section 10 and in the Truckbud Driver Insurance Requirements published at truckbud.ca/driver-insurance-requirements (the "Insurance Requirements"), which are incorporated into this Agreement by reference. The Contractor acknowledges that Truckbud may update the Insurance Requirements from time to time in accordance with section 18, and that it is the Contractor's ongoing obligation to maintain coverage that meets the then-current requirements.

10.2 Required Coverages. At a minimum, the Contractor must maintain throughout the term of this Agreement:

(a) Commercial Use Classification. Contractor is responsible for maintaining insurance coverage that meets the minimum requirements set out in this section 10 and the Insurance Requirements. Contractor acknowledges that personal-use auto insurance policies may not extend coverage to commercial delivery activity, and that Contractor assumes responsibility for any gap between their personal policy coverage and the nature of services performed under this Agreement.

(b) Third-Party Liability -- Minimum Limits. Third-party liability coverage of not less than CAD $2,000,000 per occurrence for pickup trucks and cargo vans, and not less than CAD $1,000,000 per occurrence for all other vehicle types, while the Contractor's Driver App account is active, whether or not a booking is in progress. The $2,000,000 minimum applies from the moment the Contractor accepts a booking through to the moment the booking is marked complete or cancelled on the Platform.

(c) No Delivery-for-Hire Exclusion. The Contractor's policy must not contain any endorsement, exclusion, or limitation that removes, reduces, or voids third-party liability coverage arising from delivery-for-hire operations. If the Contractor is uncertain whether such an exclusion exists, the Contractor must obtain written confirmation from the insurer or broker before accepting any booking on the Platform.

10.3 Proof of Insurance. Prior to the activation of the Contractor's Driver App account, and thereafter within 5 business days prior to each policy renewal or material change in coverage, the Contractor must submit a current Certificate of Insurance issued by a licensed insurer or broker. The Certificate must show: (a) the Contractor's name as named insured, or the registered owner if different; (b) the year, make, model, and licence plate number of the vehicle; (c) the policy number; (d) the coverage period; (e) third-party liability limits meeting or exceeding the minimums in section 10.2(b); and (f) the commercial use classification or an explicit written statement from the insurer confirming that delivery-for-hire activities are covered. Certificates may be submitted through the Driver App or by email to support@truckbud.ca with the subject line "Insurance Certificate -- [Contractor's Full Name]."

10.4 Suspension for Non-Compliance. Failure to submit a renewed or compliant Certificate of Insurance before the Contractor's then-current certificate expires will result in the automatic suspension of the Contractor's booking access until a current, compliant certificate is received and verified by Truckbud. Truckbud has no obligation to provide advance notice of suspension where the Contractor has failed to submit a renewed certificate prior to expiry.

10.5 Consequences of Operating Without Required Insurance. Operating on the Truckbud Platform without the insurance coverage required by this section 10 and the Insurance Requirements is a material breach of this Agreement. In addition to the remedies available to Truckbud under section 15, the Contractor acknowledges and agrees that: (a) the Contractor will be personally responsible for all damages, claims, and losses that would otherwise have been covered by a compliant policy, including any Losses incurred by Truckbud, Customers, Retail Partners, or third parties; (b) Truckbud's CGL policy will not respond to, and Truckbud will seek indemnification from the Contractor for, any claim or loss arising from a delivery performed by the Contractor while the Contractor was uninsured or under-insured; and (c) the provision of a false, expired, or altered Certificate of Insurance constitutes fraud and may be referred to the applicable provincial insurance regulatory authority.

10.6 Truckbud's Insurance. Truckbud maintains a Commercial General Liability policy covering Truckbud's own platform operations. That policy does not, and is not intended to, extend coverage to the Contractor's vehicle operations, the Contractor's personal injury during a delivery, damage to or loss of a Customer's property while in the Contractor's vehicle, or liability arising from a vehicle collision involving the Contractor. The Contractor acknowledges that Truckbud's insurance is not a substitute for the Contractor's own obligations under this section 10.

11. Limitations of Liability

11.1 Exclusion of Consequential and Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING ANY LOSS OF ANTICIPATED REVENUE OR PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF OR FAILURE TO PERFORM CONTRACTED SERVICES, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

11.2 Truckbud's Aggregate Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUCKBUD'S TOTAL CUMULATIVE LIABILITY TO THE CONTRACTOR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT -- WHETHER IN CONTRACT, NEGLIGENCE, TORT, STATUTE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY -- SHALL NOT EXCEED THE LESSER OF: (a) THE TOTAL COMPENSATION PAID BY TRUCKBUD TO THE CONTRACTOR DURING THE 60-DAY PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM; OR (b) CAD $500.

11.3 Essential Basis. The Contractor acknowledges that the limitations of liability in this section 11 reflect a reasonable allocation of risk between independent commercial parties and are an essential element of the basis on which Truckbud agreed to provide access to the Truckbud Platform on the terms in this Agreement. Absent these limitations, Truckbud would not have entered into this Agreement.

11.4 Applicability Across Theories of Action. The limitations in this section 11 apply to all claims and causes of action regardless of the form, including claims based in contract, tort, negligence, strict liability, statute, equity, or any other legal or equitable theory, and regardless of whether Truckbud had actual or constructive knowledge of the possibility of the relevant harm.

11.5 Contractor's Assumption of Operational Risk. The Contractor acknowledges that performing Contracted Services inherently involves risks, including risk of vehicle collision, physical injury from heavy lifting or moving large items, property damage to vehicles or real property during delivery, and exposure to adverse weather and road conditions. The Contractor assumes all such risks incident to the Contractor's independent business operations and acknowledges that Truckbud's exposure for any physical or financial harm sustained by the Contractor in the course of performing Contracted Services is subject to the limitations in this section 11.

11.6 Provincial Consumer and Employment Standards. Certain provincial legislation may impose liability standards or confer rights that cannot be limited or excluded by contract. Nothing in this section 11 purports to limit or exclude Truckbud's liability to the extent such limitation is prohibited by applicable law.

12. Indemnification

12.1 Contractor's Indemnification Obligations. The Contractor agrees to indemnify, defend, and hold harmless Truckbud, its affiliates, subsidiaries, officers, directors, employees, agents, successors, and permitted assigns (collectively, the "Truckbud Indemnitees") from and against any and all third-party claims, demands, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses, including reasonable legal fees and disbursements ("Losses"), arising out of or relating to:

(a) the Contractor's performance of or failure to perform Contracted Services, including any bodily injury, death, or property damage caused to a Customer, a Retail Partner, a third party, or any property as a result of the Contractor's acts or omissions;

(b) the Contractor's operation of a vehicle in connection with the Truckbud Platform, including any vehicle collision, traffic violation, pedestrian incident, or property damage to a third party's vehicle or real property;

(c) the Contractor's failure to maintain the insurance required by section 10 of this Agreement or the Driver Insurance Requirements, or the Contractor's provision of false or expired insurance documentation to Truckbud;

(d) any breach by the Contractor of any representation, warranty, covenant, or obligation under this Agreement or the Driver Platform Access Policy;

(e) the Contractor's violation of any applicable federal, provincial, or municipal law, regulation, bylaw, order, or permit requirement in the performance of Contracted Services;

(f) any claim or proceeding alleging that the Contractor is or should be classified as an employee, dependent contractor, or agent of Truckbud, including any claim arising under applicable employment standards, workers' compensation, or occupational health and safety legislation, except to the extent such claim arises from Truckbud's own conduct in establishing or operating the Truckbud Platform;

(g) any claim arising from the Contractor's failure to complete required Pre-Pickup Documentation or Pre-Delivery Documentation that subsequently results in an unresolvable damage dispute with a Customer or Retail Partner;

(h) any damage to or loss of a Customer's property, goods, or belongings while in the Contractor's vehicle or under the Contractor's care, custody, or control;

(i) any claim by a Retail Partner arising from the Contractor's failure to perform a booking in accordance with Retail Partner requirements communicated to the Contractor through the Driver App; or

(j) any fraud, wilful misconduct, criminal act, or gross negligence on the part of the Contractor.

12.2 Truckbud's Indemnification Obligations. Truckbud agrees to indemnify, defend, and hold harmless the Contractor from and against any and all Losses arising out of or relating to:

(a) Truckbud's own gross negligence, wilful misconduct, or fraud in connection with the operation of the Truckbud Platform; (b) any material breach by Truckbud of its representations or warranties under this Agreement; or (c) any third-party claim alleging that the Contractor's authorized use of the Driver App as permitted by section 8.2 infringes a third party's intellectual property rights, provided that such claim does not arise from the Contractor's modification or unauthorized use of the Driver App.

12.3 Indemnification Procedure. The party seeking indemnification (the "Indemnified Party") must: (a) provide the indemnifying party with prompt written notice of any claim for which indemnification is sought, and in any event within 15 business days after the Indemnified Party becomes aware of the claim; (b) grant the indemnifying party sole control of the defence and settlement of the claim; and (c) provide the indemnifying party with all reasonable cooperation, information, and assistance in connection with the defence at the indemnifying party's cost. Failure to provide timely notice does not relieve the indemnifying party of its indemnification obligations except to the extent the indemnifying party is materially prejudiced by the failure. The indemnifying party may not settle any claim in a manner that imposes any obligation, restriction, or financial liability on the Indemnified Party without the Indemnified Party's prior written consent.

12.4 Reservation of Subrogation Rights. Nothing in this Agreement limits Truckbud's right of subrogation against the Contractor or any third party. Any payment made by Truckbud under the Truckbud Protect program or any indemnification or insurance payment made in connection with a claim arising from the Contractor's conduct does not waive Truckbud's right to recover from the Contractor amounts paid on account of a loss caused by the Contractor's acts or omissions, including losses caused by the Contractor's failure to maintain required insurance coverage.

13. Mutual Arbitration Provision

PLEASE READ THIS SECTION 13 CAREFULLY. IT SIGNIFICANTLY AFFECTS YOUR LEGAL RIGHTS. THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT REQUIRES DISPUTES TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN IN COURT. YOU AND TRUCKBUD EACH WAIVE THE RIGHT TO TRIAL BY JUDGE OR JURY AND THE RIGHT TO PARTICIPATE IN CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDINGS.

13.1 Scope of Arbitration Agreement. Except as specifically provided in sections 13.6 and 13.10, this section 13 applies to all disputes, controversies, or claims of any kind arising out of or relating to: (a) this Agreement, including its formation, interpretation, validity, enforceability, or termination; (b) the Driver Platform Access Policy or any other policies incorporated into this Agreement; (c) the Contractor's access to or use of the Truckbud Platform or Driver App; (d) the performance, non-performance, or alleged misperformance of Contracted Services; (e) the classification of the Contractor's relationship with Truckbud; (f) any amounts owed or claimed by either party; or (g) any other matter between the parties (each, a "Dispute"). This section 13 applies to Disputes brought by either party against the other, and also to Disputes brought against Truckbud's affiliates, officers, directors, employees, or agents arising from any of the foregoing. Disputes about the enforceability, scope, or validity of this section 13, including whether a particular Dispute is subject to arbitration, are themselves subject to arbitration in the first instance.

13.2 Informal Dispute Resolution -- Mandatory Prerequisite. Before initiating arbitration, the party with the Dispute must first attempt to resolve it informally. The initiating party must send the other party a written "Dispute Notice" that describes: (a) the nature of the Dispute in sufficient detail to permit the other party to evaluate it; (b) the specific relief sought; and (c) the amount of any monetary claim. Dispute Notices from the Contractor must be sent by email to driver.resolution@truckbud.ca with the subject line "Dispute Notice -- [Contractor's Full Legal Name] -- [Date]." Dispute Notices from Truckbud will be sent to the email address on file for the Contractor's Driver App account.

The parties agree to engage in a good-faith informal resolution conference within 60 days after the Dispute Notice is received (the "Informal Resolution Period"). The initiating party agrees not to file a demand for arbitration before the expiry of the Informal Resolution Period unless the other party refuses to participate in good faith or makes it apparent that resolution is not possible. The Informal Resolution Period may be extended by written agreement of both parties. Compliance with this section 13.2 is a mandatory prerequisite to arbitration, and a demand for arbitration filed without satisfying this prerequisite may be dismissed by the arbitrator pending completion of the Informal Resolution Period.

13.3 Agreement to Arbitrate. If a Dispute is not resolved during the Informal Resolution Period, either party may submit the Dispute to final and binding arbitration administered by the ADR Institute of Canada, Inc. ("ADRIC") in accordance with ADRIC's Arbitration Rules then in effect (the "ADRIC Rules"), available at adric.ca/case-administration-services. The seat of arbitration shall be in the capital city of the province in which the Contractor performed the majority of Contracted Services during the 12-month period immediately preceding the date of the Dispute Notice. If the Contractor performed services across multiple provinces with no clear majority, the seat shall be Winnipeg, Manitoba.

13.4 Arbitration Procedures.

(a) Single Arbitrator. The arbitration shall be conducted before a single arbitrator mutually agreed upon by the parties within 14 days after the demand for arbitration is served. If the parties cannot agree on an arbitrator within that period, the arbitrator shall be appointed by ADRIC in accordance with the ADRIC Rules.

(b) Qualifications. The arbitrator must be a practising or retired lawyer with at least 10 years of experience in commercial law, employment law, or logistics and transportation law in Canada.

(c) Hearing Format. The arbitrator shall determine the format of the hearing -- written submissions, videoconference, or in-person -- having regard to the amount in dispute, the nature of the Dispute, and the objective of ensuring an efficient, cost-proportionate process. Either party may request an oral hearing for good cause.

(d) Language. All arbitration proceedings shall be conducted in English, unless the Contractor is domiciled in Quebec, in which case proceedings shall be conducted in the Contractor's language of choice subject to section 13.10.

(e) Pre-Hearing Conference. The arbitrator shall convene a preliminary conference within 21 days of appointment to identify issues, set a schedule for submissions and evidence exchange, and establish the hearing format. The conference may be held by videoconference and shall not ordinarily exceed two hours.

(f) Discovery. Discovery in arbitration shall be limited to document production and, at the arbitrator's discretion, a maximum of one deposition per party, each not to exceed four hours. There shall be no examination for discovery or interrogatories without the arbitrator's leave, which shall be granted only where the requesting party demonstrates the necessity of such discovery and its proportionality to the amount in dispute.

(g) Arbitrator's Authority. The arbitrator may award any remedy that a court of competent jurisdiction could grant, including monetary damages, injunctive relief, declaratory relief, and costs. The arbitrator shall apply the substantive law of the applicable province as set out in section 14. The arbitrator may not award punitive, exemplary, or aggravated damages unless such damages are available under applicable law and the arbitrator finds that the conduct in question meets the applicable threshold. The arbitrator's award shall include written reasons.

(h) Award -- Final and Binding. The arbitrator's award is final and binding, and not subject to appeal except on the grounds specified in the applicable provincial Arbitration Act (including the Arbitration Act (C.C.S.M. c. A120) in Manitoba, the Arbitration Act, 1991 in Ontario, and the Arbitration Act in British Columbia, as applicable). Either party may apply to a court of competent jurisdiction to enforce the arbitrator's award.

(i) Costs. ADRIC's administrative fees shall be allocated in accordance with the ADRIC Rules. If the Contractor's claim does not exceed CAD $10,000 and the arbitrator finds that the Contractor's claim is brought in good faith, Truckbud shall pay the arbitration filing fee on the Contractor's behalf. Each party bears its own legal fees and costs unless the arbitrator finds that a claim or defence was frivolous, brought in bad faith, or pursued in violation of the Informal Resolution Period requirement, in which case the arbitrator may award fees to the prevailing party.

(j) Confidentiality. The existence of any Dispute, the arbitration proceedings, and the arbitrator's award are confidential. Neither party shall disclose any of the foregoing to any third party except: (i) as required by applicable law or court order; (ii) to enforce the award; (iii) to the party's legal counsel, financial advisors, or insurers bound by confidentiality obligations; or (iv) with the written consent of the other party.

13.5 Class Action and Collective Proceeding Waiver. THE CONTRACTOR AND TRUCKBUD EACH WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ARBITRATION, MASS ARBITRATION, REPRESENTATIVE ACTION, OR OTHER PROCEEDING IN WHICH MULTIPLE PERSONS ACT TOGETHER, WHETHER IN COURT OR IN ARBITRATION. ALL DISPUTES SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS ONLY. THE ARBITRATOR SHALL HAVE NO JURISDICTION TO CONSOLIDATE TWO OR MORE INDIVIDUALS' CLAIMS OR TO CONDUCT AN ARBITRATION AS A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, AND MAY NOT ISSUE ANY AWARD ON A CLASS OR REPRESENTATIVE BASIS.

If a court or arbitrator of competent jurisdiction determines that the waiver in this section 13.5 is unenforceable with respect to a particular claim or category of claims, then: (a) that specific claim or category may proceed in court as provided in section 14; but (b) all other Disputes between the parties shall be resolved through individual arbitration as set out in this section 13. The Contractor and Truckbud agree that the waiver in this section 13.5 is a material term of this Agreement and that Truckbud would not have entered into this Agreement absent this waiver.

13.6 Exceptions to Arbitration. Notwithstanding section 13.1, the following may be brought in a court of competent jurisdiction:

(a) applications for emergency, interim, or interlocutory relief, including injunctive relief to preserve the status quo or prevent irreparable harm, pending the outcome of arbitration or informal dispute resolution;

(b) individual claims within the monetary jurisdiction of the applicable provincial Small Claims Court (up to CAD $30,000 in Manitoba, or the applicable limit in the Contractor's province of primary operations), provided that such claims may not be pursued on a class, collective, or representative basis; and

(c) applications to enforce, confirm, modify, or set aside an arbitrator's award, on any ground available under applicable arbitration legislation.

13.7 Right to Opt Out of Arbitration. The Contractor may opt out of the arbitration agreement in this section 13 by mailing an opt-out notice by First Class Mail to:

Trualr Technologies Inc., operating as Truckbud 423 Main St, 8th Floor Winnipeg, MB R3B 1B3 Attention: Legal -- Arbitration Opt-Out

The opt-out notice must: (a) be postmarked within 30 days after the date the Contractor first enters into this Agreement or any renewal or amended version of this Agreement; (b) include the Contractor's full legal name, mailing address, and the email address associated with the Contractor's Driver App account; (c) include a clear statement that the Contractor is electing to opt out of the arbitration provision in section 13; and (d) be signed by the Contractor. Opt-out notices sent by email, fax, or through the Driver App will not be accepted and will not constitute a valid opt-out. A Contractor who timely and validly opts out of arbitration may pursue Disputes in a court of competent jurisdiction in accordance with section 14, and the class action waiver in section 13.5 shall not bind that Contractor with respect to any claim brought in court.

13.8 Severability. If any provision of this section 13 -- other than the class action waiver in section 13.5 -- is found to be invalid, illegal, or unenforceable, that provision shall be severed, and the remaining provisions of this section 13 shall remain in full force and effect. If the class action waiver in section 13.5 is found to be entirely invalid or unenforceable (not merely as to a particular claim as contemplated in that section), then the entirety of this section 13 shall be void with respect to that Dispute only, and the Dispute shall be resolved in a court of competent jurisdiction in accordance with section 14.

13.9 Survival. This section 13 survives the termination, expiry, or rescission of this Agreement, and the end of the Contractor's access to the Truckbud Platform, and shall remain binding between the parties with respect to any Dispute arising out of events that occurred while this Agreement was in effect.

13.10 Quebec Exclusion. The arbitration agreement in this section 13 does not apply to Contractors who, at the time a Dispute arises, perform or have performed the majority of their Contracted Services in the Province of Quebec. Such Contractors may bring Disputes before a court of competent jurisdiction in Quebec. The class action waiver in section 13.5 remains applicable in Quebec to the extent permitted by Quebec law.

13.11 No Prejudice to Emergency Relief. Nothing in this section 13 prevents either party from applying to a court for emergency injunctive or other interim relief to prevent imminent, irreparable harm while arbitration proceedings are being initiated or are underway.

14. Governing Law and Jurisdiction

14.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the Province of Manitoba and the federal laws of Canada applicable therein, without regard to any conflict of law principles that would cause the laws of another jurisdiction to apply.

14.2 Jurisdiction for Court Proceedings. To the extent any Dispute is not subject to or is excluded from arbitration under section 13, or where a party is entitled to seek court relief under section 13.6, the parties consent to the exclusive jurisdiction of the courts of the Province of Manitoba, sitting in the City of Winnipeg, and irrevocably waive any objection to that jurisdiction on grounds of inconvenient forum or otherwise.

14.3 Federal and Provincial Compliance. The Contractor agrees to comply with all federal, provincial, and municipal laws, regulations, and bylaws applicable to the Contractor's independent business operations, including laws governing motor vehicle operation, commercial transport, occupational health and safety, consumer protection, privacy, tax, and data protection. References in this Agreement to specific legislation are references to that legislation as it may be amended or replaced from time to time.

14.4 Language. The parties confirm that it is their mutual wish that this Agreement and all documents, notices, and correspondence relating to it be drawn up in English. Les parties aux pr�sentes confirment leur volont� que la pr�sente entente ainsi que tous les documents, avis et correspondances qui s'y rattachent soient r�dig�s en anglais.

15. Term and Termination

15.1 Term. This Agreement commences on the date the Contractor accepts it electronically through the Driver App onboarding process and continues until terminated by either party in accordance with this section 15.

15.2 Termination by the Contractor. The Contractor may terminate this Agreement at any time, for any reason or no reason, by: (a) deactivating the Contractor's Driver App account through the account settings; or (b) providing written notice to Truckbud at support@truckbud.ca. Termination by the Contractor is effective immediately upon deactivation or upon Truckbud's receipt of the written notice, whichever occurs first. The Contractor remains responsible for completing any booking accepted prior to the effective date of termination unless the Contractor has properly declined or cancelled the booking in accordance with the Driver Platform Access Policy.

15.3 Termination by Truckbud -- Without Cause. Truckbud may terminate this Agreement without cause at any time by providing the Contractor with 14 days' written notice delivered to the email address on file for the Contractor's Driver App account. During the notice period, the Contractor may continue to accept and fulfil bookings unless Truckbud elects to suspend the Contractor's booking access during the notice period. Truckbud's election to provide notice of termination without cause does not constitute an admission of any liability and does not limit Truckbud's ability to assert any claim against the Contractor arising from events that occurred prior to the notice date.

15.4 Termination by Truckbud -- For Cause. Truckbud may terminate this Agreement immediately, without notice or cure period, in any of the following circumstances:

(a) the Contractor has operated on the Platform without compliant insurance coverage in violation of section 10;

(b) the Contractor has provided false, forged, altered, or expired documentation to Truckbud, including but not limited to a Certificate of Insurance, driver's licence, vehicle registration, or background check consent form;

(c) the Contractor has engaged in fraud, theft, assault, harassment, or any other criminal conduct directed at a Customer, a Retail Partner, a Truckbud employee or representative, or any third party encountered during the performance of Contracted Services;

(d) the Contractor has materially misrepresented the Contractor's identity, vehicle, or qualifications to Truckbud or to a Customer;

(e) the Contractor has violated the Driver Platform Access Policy in a manner that Truckbud, in its sole discretion, determines cannot be remedied or poses an unacceptable risk to Customers, Retail Partners, or the Truckbud Platform;

(f) the Contractor has disclosed Truckbud's Confidential Information in violation of section 17;

(g) the Contractor has been convicted of, has entered a guilty plea in respect of, or is under active prosecution for a criminal offence that, in Truckbud's reasonable discretion, reflects adversely on the Contractor's fitness to perform Contracted Services or poses a risk to the safety of Customers or third parties;

(h) the Contractor has permitted another individual to operate under the Contractor's Driver App account without Truckbud's prior written approval; or

(i) the Contractor has engaged in a pattern of conduct that, taken together, constitutes a material breach of this Agreement or the Driver Platform Access Policy, even if no single act alone would constitute a breach sufficient to justify termination.

15.5 Suspension. In addition to or in lieu of termination, Truckbud may suspend the Contractor's access to the Platform and the Contractor's ability to receive or accept bookings where Truckbud reasonably believes a circumstance giving rise to termination under section 15.4 may exist, pending investigation. Truckbud is not required to complete an investigation before suspending a Contractor's account where the safety of Customers, Retail Partners, or third parties is, in Truckbud's reasonable judgment, at risk. Suspension does not constitute termination of this Agreement and does not, of itself, entitle the Contractor to any compensation.

15.6 Effect of Termination. Upon termination of this Agreement for any reason:

(a) all licences granted to the Contractor under this Agreement, including the licence to use the Driver App in section 8.2, terminate immediately;

(b) the Contractor must immediately cease accessing and using the Driver App and the Truckbud Platform;

(c) Truckbud will process all amounts properly owed to the Contractor under section 7 for Contracted Services completed prior to the effective date of termination, net of any amounts owed by the Contractor to Truckbud;

(d) all provisions of this Agreement that by their nature should survive termination -- including but not limited to sections 8 (Intellectual Property), 9.3 (Disclaimer of Warranties), 11 (Limitations of Liability), 12 (Indemnification), 13 (Arbitration), 16 (Background Check; posttermination obligations), 17 (Confidentiality), and 24 (Province-Specific Provisions) -- shall survive termination and remain in full force and effect; and

(e) the Contractor's obligation to indemnify Truckbud under section 12 survives and applies to all claims arising from events that occurred prior to the date of termination.

15.7 No Entitlement Upon Termination. The Contractor is not entitled to any severance, notice pay, termination pay, or other payment by reason of the termination of this Agreement, including any termination without cause, except for amounts properly owed for Contracted Services performed prior to termination. The Contractor acknowledges that, as an independent contractor, the Contractor is not entitled to any payment, benefit, or entitlement arising under applicable employment standards legislation upon the termination of this Agreement.

16. Background Check Consent and Continuous Screening

16.1 Consent to Background Check. As a condition of onboarding and activation on the Truckbud Platform, the Contractor must consent to a background check conducted by a thirdparty background screening provider engaged by Truckbud (the "Screening Provider"). The background check may include a review of the Contractor's criminal record history, driving record, and such other information as permitted by applicable law and disclosed in the consent form presented to the Contractor during onboarding. Truckbud's ability to use the Contractor's personal information in connection with the background check is governed by the Truckbud Driver Privacy Policy and by applicable provincial privacy legislation.

16.2 Identity Verification. As a condition of onboarding, the Contractor must complete the identity verification process required by Truckbud's payment processor, Stripe, Inc., and by Truckbud. Identity verification may include the submission of government-issued photo identification, biometric comparison (including facial recognition comparison against submitted photo identification), and such other information as Stripe or Truckbud reasonably requires for Know Your Customer compliance purposes. The Contractor's consent to Stripe's identity verification process is governed by Stripe's own terms and privacy policy, which the Contractor will be directed to review and accept separately.

16.3 Continuous Screening. The Contractor consents to Truckbud conducting periodic or continuous screening of publicly available criminal record information during the term of this Agreement through such services as Truckbud may engage from time to time. The Contractor will be notified of the nature of any continuous screening and the categories of information reviewed, as required by applicable law. The Contractor agrees to promptly notify Truckbud if the Contractor is charged with, convicted of, or enters a guilty plea in respect of any criminal offence while this Agreement is in effect.

16.4 Disqualifying Results. If a background check or continuous screening reveals a result that, under Truckbud's then-current screening standards, renders the Contractor ineligible to operate on the Platform, Truckbud will notify the Contractor and may suspend or terminate this Agreement in accordance with sections 15.4 and 15.5. The Contractor may dispute the accuracy of any background check result by following the dispute process established by the Screening Provider. Truckbud will not make a final eligibility determination based on a disputed result until the dispute process has been completed or the Contractor has elected not to dispute.

16.5 Driving Record. Truckbud reserves the right to require the Contractor to submit an updated driver's abstract at any point during the term of this Agreement. A driving record reflecting a pattern of serious traffic violations, licence suspensions, or at-fault accidents may, in Truckbud's reasonable discretion, result in the suspension or termination of the Contractor's access to the Platform.

17. Confidentiality

17.1 Definition of Confidential Information. "Confidential Information" means any non-public information disclosed by Truckbud to the Contractor, or to which the Contractor gains access through the Driver App, in connection with this Agreement, including: Truckbud's pricing algorithms, fee structures, dynamic pricing models, dispatch logic, Customer and Retail Partner data and contact information, booking volumes and patterns, strategic plans, proprietary processes, software architecture, financial information, and any other information that Truckbud designates as confidential or that a reasonable person in the Contractor's position would understand to be confidential given the nature of the information and the circumstances of its disclosure. Confidential Information does not include information that: (a) is or becomes publicly available through no act or omission of the Contractor; (b) was known to the Contractor prior to its disclosure by Truckbud, as evidenced by contemporaneous written records; (c) is independently developed by the Contractor without reference to or use of Truckbud's Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided that the Contractor gives Truckbud prompt written notice and cooperates in any effort to obtain a protective order.

17.2 Contractor's Confidentiality Obligations. The Contractor agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose any Confidential Information to any third party without Truckbud's prior written consent; (c) use Confidential Information only as necessary to perform Contracted Services and not for any other purpose; and (d) protect Confidential Information using at least the same degree of care the Contractor uses to protect the Contractor's own confidential information, but in no case less than reasonable care.

17.3 Customer and Retail Partner Information. The Contractor acknowledges that Customer and Retail Partner contact information, delivery addresses, item details, and booking contents accessed through the Driver App are Confidential Information. The Contractor must not: (a) use Customer or Retail Partner information for any purpose other than completing the specific booking for which it was shared; (b) retain, record, or share Customer or Retail Partner information after a booking is completed or cancelled; (c) contact a Customer or Retail Partner outside of the Driver App or for any purpose unrelated to an active booking; or (d) make any photographic or audio recording of a Customer, a Retail Partner's premises, or a Customer's home without explicit consent from the person involved. Violations of this section 17.3 are grounds for immediate termination under section 15.4 and may expose the Contractor to liability under applicable privacy legislation, including the Personal Information Protection and Electronic Documents Act (Canada).

17.4 Survival. The Contractor's obligations under this section 17 survive the termination of this Agreement for a period of three years following termination, and indefinitely with respect to any Confidential Information that constitutes a trade secret under applicable law.

18. Modifications to This Agreement

18.1 Truckbud's Right to Modify. Truckbud reserves the right to modify the terms of this Agreement, the Driver Platform Access Policy, or any other policy incorporated by reference into this Agreement, at any time and for any reason. Modifications will be communicated to the Contractor in advance by one or more of the following methods: (a) a notification through the Driver App; (b) an email to the Contractor's email address on file; or (c) posting the updated Agreement or policy at truckbud.ca/driver-ica or the applicable policy URL.

18.2 Advance Notice for Material Changes. For material changes to this Agreement -- including changes that increase the Contractor's obligations, reduce the Contractor's compensation, or modify the dispute resolution provisions in section 13 -- Truckbud will provide the Contractor with not less than 30 days' advance notice before the changes take effect.

18.3 Contractor's Acceptance of Modifications. The Contractor's continued access to the Driver App and acceptance of bookings after the effective date of any modification constitutes the Contractor's agreement to be bound by the modified terms. If the Contractor does not agree to a modification, the Contractor may terminate this Agreement in accordance with section 15.2 before the modification takes effect.

18.4 No Waiver by Course of Dealing. No course of dealing, trade usage, or course of performance between the parties shall modify or supplement the terms of this Agreement. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the waiving party. A waiver of any specific instance of non-compliance shall not constitute a waiver of any future non-compliance or of any other provision.

18.5 Contractor-Initiated Modifications. This Agreement may not be modified at the Contractor's initiative except by a written document signed by an authorized representative of Truckbud. No Truckbud support representative, dispatcher, or operational staff member has authority to modify this Agreement verbally or in any informal written communication.

19. Notices

19.1 Notices to Truckbud. Notices to Truckbud that are required or permitted under this Agreement must be in writing and shall be deemed received when: (a) sent by email to support@truckbud.ca (for operational notices and dispute-related notices), and acknowledged by Truckbud by reply email; or (b) delivered by courier or sent by registered mail to Trualr Technologies Inc., operating as Truckbud, 423 Main St, 8th Floor, Winnipeg, MB R3B 1B3, and received by an employee of Truckbud.

19.2 Notices to the Contractor. Notices to the Contractor that are required or permitted under this Agreement may be given by: (a) a notification sent through the Driver App to the Contractor's registered account; (b) an email sent to the email address on file for the Contractor's Driver App account; or (c) regular or registered mail sent to the Contractor's address of record. The Contractor is responsible for maintaining a current and accurate email address and mailing address in the Driver App. Notices sent to an outdated email address or mailing address maintained by the Contractor shall be deemed received upon dispatch.

19.3 Electronic Communications. The Contractor consents to receive communications from Truckbud electronically, including notices of modifications to this Agreement, suspension or termination notices, payment statements, tax documents, and other account-related communications. This consent does not affect the Contractor's right to withdraw consent to receive electronic tax documents as set out in section 6.4 or as otherwise provided by applicable law.

20. Driver Platform Access Policy

20.1 Incorporation by Reference. The Truckbud Driver Platform Access Policy (the "Driver Platform Access Policy"), as may be updated from time to time in accordance with section 18, is incorporated into this Agreement by reference and forms a binding part of the terms governing the Contractor's access to and use of the Truckbud Platform. In the event of a conflict between this Agreement and the Driver Platform Access Policy, this Agreement prevails.

20.2 Scope of Driver Platform Access Policy. The Driver Platform Access Policy sets out additional requirements governing the Contractor's conduct while logged into the Driver App or performing Contracted Services, including requirements relating to: (a) Contractor conduct toward Customers, Retail Partners, and third parties; (b) communication standards; (c) booking acceptance and cancellation standards; (d) rating maintenance requirements; (e) vehicle presentation standards; (f) equipment and safety standards; (g) prohibited conduct; and (h) consequences of violation, including warnings, temporary suspension, and permanent deactivation. The Contractor agrees to review the Driver Platform Access Policy in full before activating a Driver App account and to review it promptly whenever it is updated.

20.3 Contractor's Obligation to Comply. The Contractor's access to the Truckbud Platform is contingent on the Contractor's ongoing compliance with the Driver Platform Access Policy. Violations of the Driver Platform Access Policy may result in suspension or termination of the Contractor's access to the Platform as set out in section 15.

21. Entire Agreement

21.1 Complete Agreement. This Agreement, together with the Driver Platform Access Policy, the Driver Insurance Requirements, the Truckbud Driver Privacy Policy, and any other policies incorporated herein by reference, constitutes the entire agreement between the parties with respect to the Contractor's engagement as an independent contractor on the Truckbud Platform, and supersedes all prior and contemporaneous agreements, representations, understandings, and negotiations between the parties relating to the same subject matter, whether oral or written.

21.2 No Oral Amendments. No amendment, modification, or waiver of any provision of this Agreement is effective unless in writing and, in the case of an amendment or modification, acknowledged by both parties. No statement or representation made by any Truckbud employee, support representative, or affiliate, whether verbal, by email, or by text message, constitutes an amendment to this Agreement unless it is reflected in a formal written amendment executed by an authorized officer of Truckbud.

21.3 Order of Precedence. In the event of any conflict or inconsistency between this Agreement and any other document incorporated by reference, the following order of precedence applies: (1) this Agreement; (2) the Driver Platform Access Policy; (3) the Driver Insurance Requirements; (4) the Truckbud Driver Privacy Policy; and (5) any other policy or document incorporated by reference.

22. Counterparts and Electronic Execution

22.1 Electronic Acceptance. The Contractor may accept this Agreement by clicking "I Accept," "I Agree," or a similar electronic acceptance mechanism in the Driver App onboarding flow. Electronic acceptance has the same legal force and effect as a manually executed signature under applicable Canadian law, including the Electronic Commerce Protection Act and applicable provincial electronic commerce or electronic transactions legislation.

22.2 Record of Acceptance. Truckbud will maintain a record of the Contractor's acceptance of this Agreement, including the date and time of acceptance and the version of the Agreement accepted. The Contractor may request a copy of the accepted Agreement by contacting support@truckbud.ca.

22.3 Electronic Signatures. Either party may execute any amendment or supplementary document to this Agreement using an electronic signature, which shall be valid and binding to the same extent as a handwritten signature under applicable law.

23. General Provisions

23.1 Severability. If any provision of this Agreement is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, void, or unenforceable, that provision shall be deemed severed from this Agreement to the minimum extent necessary, and the remaining provisions of this Agreement shall continue in full force and effect. The parties agree to replace any severed provision with a valid, enforceable provision that achieves, to the greatest extent possible, the original intent and economic effect of the severed provision.

23.2 Assignment. The Contractor may not assign, transfer, delegate, or sublicence any of the Contractor's rights or obligations under this Agreement, whether voluntarily, by operation of law, or otherwise, without Truckbud's prior written consent, and any purported assignment in violation of this section is void. Truckbud may assign this Agreement, in whole or in part, to any affiliate, successor, or acquirer without the Contractor's consent, provided that the assignee assumes all of Truckbud's obligations under this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

23.3 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to confer on any other person or entity any legal or equitable right, benefit, or remedy of any kind under or by reason of this Agreement.

23.4 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by circumstances beyond that party's reasonable control, including acts of God, natural disasters, epidemics or pandemics, government orders, labour disputes, power failures, or telecommunications infrastructure failures. A party invoking force majeure must notify the other party promptly and use commercially reasonable efforts to mitigate the impact of the relevant event.

23.5 No Waiver. No failure or delay by either party in exercising any right or remedy under this Agreement, and no single or partial exercise of any right or remedy, shall operate as a waiver of that right or remedy or of any other right or remedy. The rights and remedies available under this Agreement are cumulative and not exclusive of any other rights or remedies available at law or in equity.

23.6 Headings. Section headings are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

23.7 Relationship of Parties -- Restatement. For the avoidance of doubt, the parties affirm that this Agreement is not intended to, and shall not be construed to, create an employment relationship, partnership, joint venture, agency relationship, or franchise between the parties. Each party operates independently, and neither party has the authority to bind the other to any obligation or commitment without the other's prior written consent.

23.8 Further Assurances. Each party agrees to execute and deliver such additional documents and instruments and to take such further acts as may be reasonably necessary or desirable to give full effect to the terms of this Agreement.

23.9 Acknowledgement. THE CONTRACTOR ACKNOWLEDGES THAT THE CONTRACTOR HAS READ THIS AGREEMENT IN FULL, HAS HAD A REASONABLE OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE REGARDING ITS CONTENTS AND EFFECT, UNDERSTANDS ITS TERMS, AND AGREES TO BE BOUND BY THEM. THE CONTRACTOR ACKNOWLEDGES THAT TRUCKBUD HAS NOT MADE ANY REPRESENTATIONS OR PROMISES ABOUT MINIMUM EARNINGS, MINIMUM BOOKINGS, OR CONTINUED ACCESS TO THE PLATFORM THAT ARE NOT REFLECTED IN THIS AGREEMENT.

24. Province-specific Provisions

24.1 Application. The provisions in this section 24 apply in addition to or in place of the general provisions of this Agreement where the Contractor performs the majority of Contracted Services in the province specified. Where a provision in this section 24 conflicts with a general provision of this Agreement, the province-specific provision prevails with respect to Contractors in that province.

24.2 Manitoba.

(a) Workers' Compensation. Truckbud maintains workers' compensation coverage for Contractors performing Contracted Services in Manitoba through the Workers Compensation Board of Manitoba ("WCB Manitoba"). The Contractor's eligibility for, and the scope of, coverage under Truckbud's WCB policy is determined by WCB Manitoba, not by Truckbud. Truckbud's maintenance of WCB coverage does not alter the independent contractor relationship between the parties or constitute an acknowledgment that the Contractor is an employee of Truckbud.

(b) The Arbitration Act (Manitoba). Arbitration proceedings under section 13 involving Contractors in Manitoba are governed by The Arbitration Act (C.C.S.M. c. A120), as amended.

(c) The Employment Standards Code (Manitoba). The parties acknowledge that The Employment Standards Code (C.C.S.M. c. E110) applies to employees and not to bona fide independent contractors. Nothing in this Agreement alters the analysis of whether the Contractor is an employee under The Employment Standards Code. The Contractor may not rely on any provision of this Agreement as the basis for a claim of employment status.

24.3 British Columbia.

(a) Workers' Compensation. Truckbud maintains workers' compensation coverage for Contractors performing Contracted Services in British Columbia through WorkSafeBC. The scope of coverage is determined by WorkSafeBC, not by Truckbud.

(b) Arbitration Act (British Columbia). Arbitration proceedings under section 13 involving Contractors in British Columbia are governed by the Arbitration Act (RSBC 2020, c. 2), as amended.

(c) Business Practices and Consumer Protection Act. To the extent the Business Practices and Consumer Protection Act (RSBC 2004, c. 2) applies to any aspect of the Contractor's relationship with Truckbud, any provision of this Agreement that conflicts with rights conferred on the Contractor under that Act is modified to the extent necessary to comply.

24.4 Saskatchewan.

(a) Workers' Compensation. Truckbud maintains workers' compensation coverage for Contractors performing Contracted Services in Saskatchewan through the Workers' Compensation Board of Saskatchewan. The scope of coverage is determined by the WCB Saskatchewan, not by Truckbud.

(b) The Arbitration Act, 1992 (Saskatchewan). Arbitration proceedings under section 13 involving Contractors in Saskatchewan are governed by The Arbitration Act, 1992 (SS 1992, c. A-24.1), as amended.

24.5 Alberta.

(a) Workers' Compensation. Unlike in Manitoba, British Columbia, and Saskatchewan, Truckbud does not maintain workers' compensation coverage through the Workers' Compensation Board of Alberta on behalf of Contractors performing Contracted Services in Alberta. Contractors in Alberta are independently responsible for determining whether they are required to register with the Workers' Compensation Board of Alberta and to maintain their own WCB coverage. Truckbud is not responsible for any workers' compensation premiums, assessments, or obligations arising from a Contractor's operations in Alberta.

(b) Arbitration Act (Alberta). Arbitration proceedings under section 13 involving Contractors in Alberta are governed by the Arbitration Act (RSA 2000, c. A-43), as amended.

24.6 Ontario.

(a) Workers' Compensation. Truckbud does not maintain WSIB coverage on behalf of Contractors performing Contracted Services in Ontario. Contractors in Ontario are independently responsible for determining their WSIB registration and coverage obligations.

(b) Arbitration Act, 1991 (Ontario). Arbitration proceedings under section 13 involving Contractors in Ontario are governed by the Arbitration Act, 1991 (SO 1991, c. 17), as amended.

(c) Electronic Commerce Act. Electronic acceptance of this Agreement by Contractors in Ontario is governed by the Electronic Commerce Act, 2000 (SO 2000, c. 17).

24.7 Quebec.

(a) Arbitration Exclusion. As set out in section 13.10, the arbitration agreement in section 13 does not apply to Contractors who perform the majority of their Contracted Services in Quebec. Disputes involving such Contractors shall be resolved before the courts of Quebec having competent jurisdiction, and the substantive law of the Province of Quebec applies to such Disputes.

(b) Consumer Protection Act (Quebec). To the extent the Consumer Protection Act (CQLR c. P-40.1) applies to any provision of this Agreement, any conflicting provision is modified to the minimum extent necessary to comply with that Act.

(c) Act Respecting the Protection of Personal Information in the Private Sector. The collection, use, and disclosure of personal information concerning Contractors who perform Contracted Services in Quebec is governed by the Act respecting the protection of personal information in the private sector (CQLR c. P-39.1), as amended by Act 25, in addition to any applicable federal privacy legislation.

(d) Language. This Agreement is available in French upon request. Contractors in Quebec may contact support@truckbud.ca to request a French-language version. The French-language version and the English-language version have equal legal force. To the extent of any inconsistency between the two, the version in the language in which this Agreement was accepted by the Contractor prevails.

24.8 Additional Provinces. For Contractors performing Contracted Services in provinces not specifically addressed in sections 24.2 through 24.7, the general provisions of this Agreement apply. The applicable provincial Arbitration Act governing arbitration proceedings in that province is hereby incorporated by reference. Contractors are responsible for determining and complying with any workers' compensation registration or coverage obligations under the workers' compensation legislation of that province.

IN WITNESS WHEREOF, the Contractor has accepted this Agreement electronically through the Truckbud Driver App onboarding process, and Truckbud has made this Agreement available to the Contractor for review and acceptance.

Trualr Technologies Inc., operating as Truckbud 423 Main St, 8th Floor, Winnipeg, MB R3B 1B3 support@truckbud.ca | truckbud.ca