Terms and Conditions of Service

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. By using the Fleet X Direct Inc. platform, services, products, membership plans, or integrations (collectively, the “Services”), or by clicking to accept or agree to these Terms and Conditions when this option is made available, you and any person acting on your behalf (each, an “Authorized User”, “Shipper”, or “Merchant”) agree to be bound and abide by this Agreement. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT ACCESS OR USE THE SERVICES. We may revise and update this Agreement from time to time in our sole discretion. All changes are effective immediately upon posting or application. It is your responsibility to review this page periodically to stay informed of any changes, as they are binding on you. Continued use of the Services after any amendments constitutes acceptance of those changes. This Agreement is a binding contract between you and Fleet X Direct Inc. (the “Company”). It governs your access to and use of the Services.

SECTION A. CORE LEGAL PRINCIPLES AND DEFINITIONS

A.1 Definitions

The following terms shall have the meanings set forth below:

Account: A username/password-protected user account created to access the Services.
Active Fraud Detection: Systems or processes to detect anomalies in transactions, login attempts, or other activity that may indicate unauthorized use.
Affiliate: Any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party. “Control” means ownership of at least fifty percent (50%) of the voting stock or other ownership interest.
Agreement: This Terms and Conditions document, including all sections, exhibits, and any Order Forms or referenced policies.
API: Application programming interfaces, developer tools, and technical specifications provided by the Company for integration with the Services.
Authorized User: Any individual under the User’s control and authorized by the User to access and use the Services on the User’s behalf.
Carrier: A User that offers transportation services, operates vehicles, or arranges carriage on behalf of others through the Services.
CASL: Canada’s Anti Spam Legislation and any implementing regulations.
Company: Fleet X Direct Inc., its subsidiaries, and affiliates.
Control: As defined in "Affiliate" above.
Customer Data: All data, content, files, records, invoices, manifests, messages, images, logs, and other information uploaded by or on behalf of a User, or generated by the User’s activity within the Services.
Data Export Window: The period after termination or expiration of this Agreement during which the User may retrieve Customer Data (specifically, 30 days).
Derivatives: Any compilation, adaptation, or other intellectual property created by the Company based on or incorporating Customer Data (e.g., aggregated analytics, summaries, or reports).
Integration: Any system, connection, or method by which the Services connect to or interact with external systems (e.g., third-party APIs or software).
Merchant: Includes the Shipper, Consignee, receiver of the Goods, holder of the Bill of Lading, whoever owns or is entitled to the possession of the Goods or the Bill of Lading, and any person acting on behalf of any such person.
Order Form: A written or electronic order, statement of work, or purchase order executed between the Company and a User that specifies Services, fees, term, and other commercial details.
PIPEDA: The Personal Information Protection and Electronic Documents Act (Canada), and substantially similar provincial privacy laws.
Platform: Fleet X Direct Inc.’s online software-as-a-service Digital business support system, including web interfaces, mobile applications, databases, servers, dashboards, APIs, integrations, and any ancillary tools and documentation.
Product-Specific Terms: Additional terms and conditions that apply to specific products or optional features ordered by a User.
Prohibited Person: Any person, entity, vessel, aircraft, or other subject that appears on any applicable Sanctions List or is owned or controlled by, or acts on behalf of, a person or entity so identified.
SaaS Storage: Company-managed storage infrastructure and logical data stores that host Customer Data within the Platform.
Shipper: A User that posts loads, books transport, or arranges shipment of goods via the Services.
Services: The Platform and any products, professional services, integrations, support, or other offerings the Company makes available under an Order Form or membership plan.
User: Any party that registers, accesses, or uses the Services, including but not limited to Shippers, Carriers, and Brokers.
Voyage: An individual shipment or transport arranged through the Services.
Clearing Agent / Destination Agent: A licensed third-party entity located at the port of discharge responsible for receiving the container, handling deconsolidation (if applicable), processing customs documentation, and releasing cargo to the ultimate consignee.

Consolidated Cargo (LCL): Cargo from multiple distinct Shippers loaded into a single container.

FCL (Full Container Load): A container shipment where the entire contents belong to a single Shipper.

Master Bill of Lading (MBL): The contract of carriage issued by the shipping line (VOCC) to the freight forwarder or NVOCC (Fleet X Direct Inc.).

A.2 Data Ownership and Storage

Ownership of Platform & Storage: Except as expressly set forth in this Agreement, the Company retains all right, title, and interest in and to the Platform, all SaaS Storage, the structure and schema of databases, system architecture, logs, backups, derivatives, aggregated analytics, metadata, and all intellectual property embodied therein. Users acquire a limited, non-exclusive, non-transferable, revocable license to access and use Customer Data through the Platform in accordance with this Agreement.
Customer Data: Subject to the license in Section A.2.1, the User retains ownership of the underlying Customer Data content (e.g., descriptions, invoices, images) that it uploads to the Platform. Notwithstanding such ownership, by placing data onto the Platform, the User grants the Company an irrevocable, perpetual (solely for archival or forensic purposes), royalty-free license to store, copy, process, analyze, aggregate, and otherwise use Customer Data for the purposes set out in this Agreement (including service provision, fraud prevention, analytics, and platform improvement) and as required by law.
SaaS Storage Model: The Platform is provided under a Software-as-a-Service model. The Company is not a third-party data custodian retained on the User’s instructions; rather, Users pay subscription or usage fees for access to and operation of the Company’s Platform and storage.
Export and Retention: Upon termination or expiration of this Agreement, the Company will provide the User a thirty (30) day period (the “Data Export Window”) to retrieve Customer Data. Following the Data Export Window, the Company may archive or delete Customer Data in accordance with its data retention policy.
Right to Use Aggregated Data: The Company may anonymize Customer Data and use or disclose aggregated, de-identified information for business intelligence, benchmarking, product development, research, and other lawful purposes.

A.3 Privacy, Consent, and Compliance with PIPEDA & CASL

PIPEDA Compliance: The Company processes personal information in accordance with PIPEDA and substantially similar provincial privacy legislation. Users are responsible for obtaining any necessary consents or legal authorizations to enable the Company to collect, use, transmit, and disclose personal information on the User’s behalf.
CASL and Electronic Messages: Users warrant that any telephone numbers or electronic addresses submitted for the purpose of receiving Commercial Electronic Messages (CEMs) have been provided with the required consents under CASL.

A.4 Security, Incident Response, and Liability

Platform Security Disclaimer: The Company implements commercially reasonable technical, administrative, and physical controls appropriate for a Digital business support system. However, the Company does not represent or guarantee absolute security, uninterrupted protection, or immunity from cyberattacks, fraud, unauthorized access, or data breaches. The Platform is provided “AS IS”.
User Responsibilities: Users are solely responsible for: (a) maintaining the confidentiality of their login credentials; (b) securing their own systems; (c) all activity occurring under their Account; and (d) ensuring employees comply with security protocols. Any fraud, scam, loss, unauthorized transfer, or security breach related to User behavior or systems is the User’s sole responsibility.
Incident Notification: The Company has no obligation to investigate suspected fraud or compromised accounts unless required by law.
Indemnification: Users shall indemnify, defend, and hold harmless the Company from all claims, losses, fines, legal actions, or damages arising out of: (a) User negligence; (b) fraud, scam, or unauthorized use linked to User accounts; (c) compromised credentials; or (d) User instructions that result in loss or fraudulent activity.

SECTION B. MAIN SERVICES AGREEMENT

B.1 Scope of Services and Company's Freedom of Selection

Core Services: The Company shall provide the Services described in the Order Form, which may include marketplace listing services, booking tools, shipment matching, CRM functionality, analytics, and document storage.
Company’s Freedom In the Selection of Third Parties: The Company shall be entitled to engage any other person, firm, or company to perform any of its obligations hereunder. Selection of a Third Party by the Company shall not be construed as a warranty or representation by the Company that such Third Party will render services, nor does the Company assume responsibility or liability for the actions and/or inactions of such Third Parties.
Route Selection: If at any time the method and/or route of forwarding selected by the Shipper shall become impossible to perform for any reason, the Company may use any other method available at its discretion and all charges and/or expenses incurred in using such method shall be for the Shipper’s account.

B.2 License & Access

License Grant: Subject to the terms and conditions of this Agreement and the applicable Order Form, the Company grants the User a non-exclusive, non-transferable, revocable right to access and use the Platform and Services during the Term for the User’s internal business purposes.
Restrictions: The User shall not: (a) copy, modify, create derivative works of, or reverse engineer the Platform; (b) use the Platform to provide services to third parties; (c) use any automated means to scrape or harvest content; or (d) permit unauthorized individuals to use the Services.

B.3 Fees, Billing, Currency, and Payment Terms

Currency (USD & CAD): Unless otherwise explicitly stated in the Order Form or invoice, all fees are quoted and payable in United States Dollars (USD). The Company also accepts payments in Canadian Dollars (CAD). If a User chooses to pay in CAD against a USD invoice (or vice versa), the exchange rate will be determined by the Company’s third-party payment processor (e.g., Stripe, Wise, or receiving Bank) at the exact time of the transaction. The User acknowledges that the final amount debited may vary slightly from the spot rate due to processing fees and conversion margins imposed by such financial institutions.
Variable Fees and Operational Contingencies: The User acknowledges that the initial quote is an estimate based on the information provided and standard operating conditions. Fees are not fixed and are not limited to the initial quotation. The User agrees to be solely responsible for all additional costs arising from actual transportation conditions, regulatory interventions, or changes in service requirements, including but not limited to:

Customs & Regulatory Fees: Costs resulting from customs rejection, rigorous inspections (e.g., VACIS, X-ray, tailgate exams), fumigation requirements, or quarantine.
Port & Terminal Issues: Fees arising from rejection at the port (e.g., cargo deemed "non-runner" or "forklift" after booking), blocked gate access, or situations requiring a change of shipping method (e.g., shifting from RoRo to Container due to carrier refusal).
Change of Service: Additional charges incurred due to re-routing, change of destination, or correction of documentation after submission.
Storage & Demurrage: Any storage fees, port congestion surcharges, or equipment detention charges caused by documentation delays, payment delays, or customs holds.

Security Deposit (Fleet X Direct Inc. Manage): To initiate Services via the Fleet X Direct Inc. Manage program (including but not limited to dispatching a driver, booking vessel space, or administrative processing), the Company reserves the right to require an initial Security Deposit (e.g., $200.00 USD) via credit card or wire transfer.

Application of Deposit: This Deposit confirms the booking. If the User cancels the order after the Company has commenced performance (e.g., assigned a driver, issued a dispatch sheet, or booked a slot), this Deposit is non-refundable and will be retained by the Company as liquidated damages to cover administrative and operational costs.

Taxes: All fees are exclusive of applicable taxes. While international exports may be zero-rated in certain jurisdictions, the User is responsible for determining and paying any applicable GST/HST/VAT or sales taxes regarding domestic transport or specific service jurisdictions.
Additional Charges (Accessorials): The User agrees to pay all specific accessorial charges arising from the execution of the transport:

Dry Run / Cancellation: If a driver arrives and the cargo is not ready, or the User cancels after dispatch, a fee (minimum $200.00 or equal to the Deposit) applies.
Waiting Time: Detention fees if the driver is kept waiting at pickup or delivery locations beyond the standard grace period.

Billing and Late Payment Interest: Invoices are due upon receipt. Time is of the essence regarding payment. Any amount remaining unpaid after four (4) calendar days from the invoice date shall be considered overdue. The User agrees to pay a delinquency charge of 1.2% per day (compounded daily) on the outstanding balance.
Third-Party Payment Processing & Financial Security:

a) Role of the Company: The User acknowledges that Fleet X Direct Inc. is a Digital business support system, not a financial institution, bank, or money transmitter. The Company uses third-party payment processors (including but not limited to Stripe, Wise, Banking Institutions) to facilitate transactions.
b) Security Holds and Blocked Transactions: The User acknowledges that these third-party processors operate proprietary, automated fraud detection, Anti-Money Laundering (AML), and security systems. These processors may, at their sole discretion and without prior notice to the Company, block, hold, reserve, or reject a User’s payment based on the User’s financial history, risk profile, or security flags.
User Responsibility: If a payment is blocked, held, or rejected, it is the User’s sole responsibility to resolve the issue directly with the payment processor or their issuing bank. The Company has no authority to override these security measures and shall not be liable for any delays, loss of booking slots, or service interruptions resulting from such third-party actions.
c) Indemnification for Financial Loss: In the event a User’s payment triggers a security alert, rejection, or "freeze" that results in financial loss to the Company (including but not limited to: banking reversal fees, administrative time spent resolving the issue, loss of currency exchange value, or penalties from downstream carriers due to delayed payment), the User agrees to indemnify the Company for such losses.
d) Right to Offset: The Company reserves the automatic right to deduct/offset these losses from any funds of the User currently held by the Company, including:
The Security Deposit;
Membership Fees (pro-rated or full);
Any active Wallet Balance or credits on the Platform.
If no funds are available, the Company will issue a separate invoice for these losses, payable immediately upon receipt.

Prohibition of Chargebacks: The User agrees that chargebacks (credit card disputes) are not a valid method for resolving service disputes. Initiating a chargeback on a valid transaction where Services were commenced is considered a material breach of this Agreement. In the event of a chargeback, the Company may: (a) Suspend the User’s Account; (b) Retain cargo under a General Lien; and (c) Report the debt to credit agencies.
General Lien and Right to Sell: The Company shall have a General Lien on all property (including cargo, vehicles, and documents) of the User in the Company’s possession, custody, or control for all amounts owed to the Company. The Company may withhold delivery until all debts are paid. If the debt remains unpaid for sixty (60) days, the Company reserves the right to sell the User's cargo at public or private sale to satisfy the debt, storage costs, and legal fees.

B.4 Service Levels and Support

The Company aims to provide high availability but does not guarantee uninterrupted operation. The Company shall not be liable for interruptions caused by third-party carrier systems, force majeure events, or scheduled maintenance.

B.5 DISCLAIMER OF WARRANTIES

THE PLATFORM, SERVICES, AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” FLEET X DIRECT INC. AND ITS PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF THE PLATFORM OR CONTENT AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE CONTENT OR OTHER DATA OR INFORMATION PROVIDED THROUGH THE PLATFORM. FLEET X DIRECT INC. AND ITS PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PLATFORM, CONTENT, AND OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY FLEET X DIRECT INC., ITS EMPLOYEES, PROVIDERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.

B.6 LIMITATION OF LIABILITY

Platform Liability Cap: Subject to the rigorous disclaimer set forth in Section B.5, and to the maximum extent permitted by law, the total aggregate liability of the Company arising out of or related to the Digital business support system software (e.g., system errors, downtime, data inaccuracies), whether in contract, tort, or otherwise, shall not exceed the total fees actually paid by the User to the Company during the twelve (12) months immediately preceding the event, or USD $1,000.00, whichever is lower. For clarity: The Company does not guarantee compensation for system malfunctions; this cap applies only if the disclaimer in Section B.5 is deemed unenforceable by a court of law.
Cargo Liability (Zero Liability for Platform): The User acknowledges that Fleet X Direct Inc. acts solely as a Digital business support system and is NOT a Carrier, Freight Forwarder, or Insurer. Fleet X Direct Inc. never takes physical possession of the cargo.

Consequently, Fleet X Direct Inc. assumes NO LIABILITY (ZERO) for any loss, damage, theft, or delay to the cargo.
Any claims for cargo loss or damage must be directed solely against the underlying Third-Party Carrier (Trucker, Ocean Line, or Rail Operator). The User acknowledges that such Third-Party Carriers typically limit their liability by law or contract (e.g., $500 per shipment ), and Fleet X Direct Inc. is not responsible for any shortfall.

Delay and Consequential Damages: Fleet X Direct Inc. does not agree to deliver the Cargo at any particular time or for any particular market. All dates provided are estimates based on third-party carrier schedules. Consequently, Fleet X Direct Inc. is not responsible for any damages alleged to have been caused by delay, nor for any consequential damages (including but not limited to loss of profit, loss of market, production stoppages, or loss of use), unless Fleet X Direct Inc. has explicitly agreed in writing to assume such specific liability.

SECTION C. PRODUCT-SPECIFIC TERMS AND CARGO RISKS

C.1 Special Cargo Risks, Handling, and Customs Scope

Customs Scope (Export vs. Import):

Export Assistance: The Company acts as a Digital business support system. As part of the Services, the Company may assist in the preparation and filing of Export Documentation (e.g., AES filing in the USA, CAED in Canada) based strictly on information provided by the User.
NO Destination/Import Services: The Company DOES NOT provide customs clearance at the destination, import brokerage, payment of destination duties, or related services in the country of import.

User Sole Responsibility (Destination): The User is solely responsible for ensuring the consignee is ready and authorized to receive the cargo; handling all import procedures and inspections at the destination port; and paying all destination duties, taxes, storage, and demurrage fees. The Company has no obligation to intervene if cargo is seized at destination.
Title-Related Delays: The Customer/Shipper will be solely responsible for any extra charges or delays resulting from the shipment of a vehicle that falls under the following categories: (a) Missing or lost VIN; (b) Unsatisfied or incomplete Lien; (c) Lien Papers; (d) Parts Only; (e) No Title; (f) Junk receipt; (g) Bill of Sale; (h) No records with DMV; or (i) Any documents which require additional paperwork for export.
Electric & Hybrid Vehicles (EV Risks):

The Shipper acknowledges that electric and hybrid vehicles present unique risks, including but not limited to: battery thermal runaway, spontaneous ignition, fire, explosion, toxic fumes, and delayed re-ignition. Such risks may occur without negligence on the part of Fleet X Direct Inc. The Shipper assumes full responsibility for such risks.
Fleet X Direct Inc. shall bear no liability for any loss, damage, delay, or expense resulting from or related to the battery system, high-voltage components, or electrical systems of electric or hybrid vehicles. This includes fire, smoke, explosion, corrosion, or other damage occurring during loading, unloading, storage, transit, or discharge.
In the event of a fire, explosion, hazardous emission, or other incident involving an electric or hybrid vehicle, the Shipper shall be fully responsible for all associated costs, including emergency response, fire suppression, hazardous waste disposal, environmental remediation, and any third-party claims.
Fleet X Direct Inc. reserves the right to refuse, reject, isolate, remove, or destroy any cargo presenting a safety hazard, including but not limited to fire, explosion, leakage, or chemical risk. All costs incurred shall be the responsibility of the Shipper.

Storage & Yard Risk:

All cargo stored at Fleet X Direct Inc. facilities, yards, or third-party depots remains at the Shipper’s sole risk. Fleet X Direct Inc. shall not be liable for loss, theft, vandalism, fire, weather, or environmental damage occurring during storage.
If cargo is deemed unsafe, abandoned, unshippable, or non-compliant, Fleet X Direct Inc. may, at its discretion, dispose of, salvage, or auction such cargo without liability. The Shipper remains responsible for all associated costs.

Damage Waiver (Consolidated Cargo): Where vehicles are consolidated into containers with other cargo, the Shipper acknowledges that additional handling, stacking, and bracing are required, which may increase the risk of cosmetic or minor damage. The Shipper accepts these risks as inherent to consolidated transport and waives claims against Fleet X Direct Inc. for such damages except where caused by gross negligence.
General Average and Salvage Charges: General Average shall be adjusted, stated, and settled according to the York-Antwerp Rules of 1994, or any subsequent modification thereof, at any port or place at the option of the Carrier and as per the terms of the underlying Ocean Carrier’s Bill of Lading.

User Responsibility: The User (as Merchant) acknowledges that in the event of a casualty, collision, or allision involving the carrying vessel, the Ocean Carrier may declare General Average. The User shall be solely responsible for contributing to General Average, salvage, and special charges.
Security/Bond: The User agrees to promptly provide such cash deposit, bond, or other security as the Carrier or Average Adjuster may require to release the cargo. Fleet X Direct Inc. is under no obligation to post security on behalf of the User. The User shall indemnify and hold Fleet X Direct Inc. harmless from any claims, costs, or liability arising from the User’s failure to provide such security or contribution.

“Both-to-Blame” Collision Clause: The “Both-to-Blame” Collision Clause as published by the Baltic and International Maritime Council (BIMCO) and/or as set forth in the underlying Ocean Carrier’s Bill of Lading is hereby incorporated by reference. In the event that the carrying vessel comes into collision with another vessel as a result of the negligence of the other vessel and any act, neglect, or default of the Master, Mariner, Pilot, or the servants of the Carrier in the navigation or in the management of the vessel, the User undertakes to pay the Carrier the amount of any liability to the other or non-carrying vessel or her owners insofar as such liability represents loss of, or damage to, or any claim whatsoever of the User paid or payable by the other or non-carrying vessel or her owners to the User and set-off, recouped, or recovered by the other or non-carrying vessel or her owners as part of their claim against the carrying vessel or Carrier.
Consignment Instructions and Destination Agents

Full Container Loads (FCL): For any shipment involving a Full Container Load (20ft or 40ft) where the Shipper owns the entire cargo, the Master Bill of Lading must be consigned to a licensed Destination Agent or Freight Forwarder only. Consignment directly to a private individual is strictly prohibited to ensure proper customs clearance and release procedures.

Shipper’s Nominated Agent: If the Shipper owns 100% of the cargo in the container, the Shipper may nominate their own licensed Clearing Agent. The Shipper bears full responsibility for the Agent’s performance and any delays resulting from the Agent’s inaction.

Consolidated Cargo (LCL): For all Consolidated Cargo (where multiple Shippers share a container), the Company reserves the exclusive right to designate a predetermined Clearing Agent. This Agent has been screened by Fleet X Direct Inc. to ensure the safety, security, and correct handling of all commingled goods.

No Substitution: The Shipper may not use their own clearing agent for Consolidated Cargo, as the container must be deconsolidated by a single entity.

Exclusion of Fees: Fleet X Direct Inc. acts solely as the transport arranger. We do not handle, collect, or negotiate destination fees. The Shipper is solely responsible for paying all charges imposed by the Clearing Agent, including but not limited to: Terminal Handling Charges (DTHC), release fees, agency fees, and customs duties directly to the Agent.

C.2 Containers and Detention

Return of Containers: If Containers supplied by or on behalf of Fleet X Direct Inc. are unpacked at the Merchant's premises, the Merchant is responsible for returning the empty Containers, with interiors clean, to the point or place designated by Fleet X Direct Inc. within the time prescribed. Should a Container not be returned within the time prescribed, the Merchant shall be liable for any detention, loss, or expenses which may arise from such non-return.
Merchant Risk: Containers released into the care of the Merchant for packing, unpacking, or any other purpose whatsoever are at the sole risk of the Merchant while in the Merchant’s control. The Merchant shall indemnify, defend, and hold Fleet X Direct Inc. harmless against any and all claims, liability, loss, and expense arising out of any damage to such Containers.

C.3 SMS & Electronic Communications

Users shall obtain valid express consent where required by CASL prior to sending Commercial Electronic Messages (CEMs). Users indemnify the Company for any claims arising from non-compliant electronic messaging.

C.4 INSURANCE AND SHIPPER’S ELECTION OF COVERAGE

IMPORTANT: PLEASE READ CAREFULLY. YOUR SELECTION DETERMINES YOUR FINANCIAL RISK.

Mandatory Election (Accept or Reject): The Platform provides the Shipper with a mandatory option to either (A) "Request/Accept Insurance" (buy additional full-value coverage) or (B) "Reject Insurance" (decline coverage) for each booking.
Effect of Rejection (Total Assumption of Risk): If the Shipper selects "Reject Insurance" (or fails to explicitly select "Accept"), the Shipper acknowledges and agrees to the following strict terms:

Self-Insurer Status: The Shipper elects to act as a 100% self-insurer for the cargo.
Zero Liability for Fleet X Direct: The Shipper agrees that Fleet X Direct Inc. shall have NO LIABILITY whatsoever (ZERO) for any loss, damage, theft, total loss, or delay to the cargo. The Shipper expressly waives any right to claim compensation from Fleet X Direct Inc.
Recourse Limited to Carrier: The Shipper understands that their only potential recourse is against the Third-Party Carrier (actual hauler/vessel). The Shipper acknowledges that the Carrier’s liability is likely limited (e.g., to $500.00 USD total ) and that Fleet X Direct Inc. will not cover the difference between the cargo value and the Carrier’s payment.

No Obligation to Procure: Unless the Shipper selects "Accept Insurance," pays the premium, and receives a written Certificate of Insurance, the Company is under no obligation to arrange coverage.
Waiver of Subrogation: If the Shipper declines insurance offered by the Platform, the Shipper hereby waives, and shall cause its own insurers to waive, any rights of subrogation (the right to sue) against Fleet X Direct Inc. for any cargo loss.

SECTION D. SYSTEM INTEGRATION TERMS

API Access: The Company may provide API keys to authorized Users. Keys are confidential. The User is responsible for all activity under its issued keys.
Data Transfers: Integration features may transmit Customer Data to third-party carriers and marketplaces. Users authorize such transfers as necessary to perform the Services.

SECTION E. SHIPPER TERMS

E.1 Applicability

This Section applies to any User that posts loads, books transport, or arranges shipment of vehicles, freight, or other cargo via the Platform.

E.2 Obligations of Shipper

The Shipper represents and warrants that:

Description: The description and particulars of the goods provided by the Shipper, including but not limited to their marks, number, weight, volume, and quantity, are complete and correct.
Packing: The goods are properly marked and suitably packaged for normal handling, including any special handling requested by the Shipper if applicable, and that the goods have been properly loaded in a suitable transport unit in suitable and good condition to carry the goods.
Consignee Details: The Shipper is responsible for providing accurate destination consignee information and the correct address where documentation should be sent.

E.3 Booking and Cancellation Fees

Cancellation Fee & Escalation:

Standard Fee: If a Shipper cancels a load after a driver/carrier has been dispatched or the Company has commenced administrative services, a minimum penalty fee of $200.00 USD (or an amount equal to the Security Deposit) will apply immediately to cover initial administrative expenses.
Escalation: The Cancellation Fee may be higher than the minimum depending on the timing of the cancellation. If cancellation occurs when the driver is already en route (deadhead), arrived at pickup, or if a vessel slot booking is cancelled past the "Cut-Off Date," the Company reserves the right to charge the full cost of the dry run, slot cancellation penalties, or deadhead miles, which may exceed the initial deposit.

Payment Responsibility: The Shipper shall be responsible for payment of carriage charges and any fines, duties, taxes, or additional fees arising during transportation unless otherwise agreed.

E.4 Inquiry Process and Time Limits

To start an inquiry on damages, the shipper must email Fleet X Direct Inc. within the following strict time limits:

a) For any questions arising out of ocean transportation, within twenty-one (21) days from the date of cargo receipt at the destination port;
b) For questions arising out of domestic transportation, within seven (7) days from the date of cargo receipt at the terminal;
c) For questions arising out of terminal rough handling and damages, within seven (7) days from the date of notice to Customer;
d) For any and all other question of any other type, within twenty-one (21) days from the date of the loss or damage.

Documentation Requirements: The claim must be accompanied by:

Two (2) written estimates for repair;
Photographs of the vehicle(s) before vehicle(s) were loaded into the shipping container prior to shipment;
Photographs of claimed damage before vehicle(s) are unloaded from the shipping container;
A signed copy of the Bill of Lading where the damage was documented upon delivery.

SECTION F. CARRIER AND BROKER TERMS

F.1 Carrier Requirements

Licenses & Insurance: The Carrier shall maintain all required operating authorities, permits, registrations, and insurance. The Carrier shall provide proof of such credentials upon the Company’s request. The Carrier must be fully validated and approved in the Platform before any transaction or dispatch can be initiated.
Safety & Compliance: The Carrier shall comply with applicable safety regulations and hours of service.

F.2 Broker Requirements

Brokers must hold and maintain any required broker licenses. Brokers shall not reassign or subcontract loads ("double-brokering") without notification and consent.

F.3 Liability

The Carrier shall be responsible for any loss or damage to cargo while in the Carrier’s custody. Carriers must open a claim with their insurance company if at fault.

SECTION G. MEMBERSHIP TERMS

G.1 Enrollment

By enrolling in a Membership, the User agrees to the recurring billing terms and authorizes the Company to charge the designated payment method automatically.

G.2 Renewal & Cancellation

Auto-Renewal: Memberships automatically renew for the same term (e.g., monthly or annually) unless cancelled.
Mandatory Notice Period: To prevent automatic renewal, the User must submit a cancellation request via the Platform or in writing at least fourteen (14) days prior to the last active day of the current billing cycle. Failure to cancel within this timeframe will result in the automatic processing of the payment for the next cycle.
No Refunds for Non-Usage: Membership fees are paid for access availability, not actual usage. Fees are fully earned upon payment and are non-refundable, regardless of whether the User logged in or utilized the Services during the billing period. It is the User’s sole responsibility to manage their subscription status.

G.3 Termination for Cause

The Company may terminate a Membership immediately if the User breaches this Agreement or engages in fraudulent conduct.

SECTION H. SECURITY & FRAUD PREVENTION

H.1 Anti-Fraud Measures

The Company will implement procedures to detect and prevent fraud, including identity verification and transaction monitoring.

H.2 Prohibited Uses

Users shall not use the Platform to engage in illegal activity, money laundering, terrorist financing, trafficking in stolen goods, or any fraud scheme.

H.3 Non-Circumvention

Users agree not to circumvent the Platform to carry out transactions with other Users outside the Platform to avoid fees. All transactions facilitated by the Platform remain subject to the Company’s fees. If the Company discovers that Users are meeting offline or engaging in “blind loads” to avoid fees, the Company may suspend or terminate their accounts.

SECTION I. REGULATORY COMPLIANCE

I.1 Compliance with Transport Laws

Users are responsible for compliance with all applicable federal, provincial/state, and local laws governing transportation, export/import, customs, hazardous materials, and licensing. The Company’s role is limited to providing a Digital business support system and does not replace statutory obligations of carriers, brokers, or shippers.

I.2 Subpoenas, Legal Process & Law Enforcement

The Company shall comply with valid legal process, subpoenas, court orders, and law enforcement requests.

SECTION J. MISCELLANEOUS

J.1 Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties agree to attempt to resolve disputes in good faith prior to initiating litigation.

J.2 Force Majeure

Company shall not be liable for loss, damage, delay, wrongful or missed deliveries, or non-performance, in whole or in part, of its duties herein, resulting from circumstances beyond the control of either Company or its subcontractors, including but not limited to: (i) acts of God, including flood, earthquake, storm, hurricane, power failure, or other natural disaster; (ii) war, robbery, theft, hijacking, or terroristic activities; (iii) embargoes; (iv) deterioration to means of transportation; (v) civil commotions or riots; (vi) defects, nature, or inherent vice of the goods; (vii) acts, breaches of contract, or omissions by Shipper or any other person that may have an interest in the goods; (viii) acts by any government office or agency, including emergency declaration or other shut-down; (ix) strikes, lockouts, or other labor-related conflicts or slowdowns; or (x) pandemic, epidemic, or any effects thereof.

J.3 Severability

If any provision of this Agreement is held invalid or unenforceable, such provision shall be deemed severed, and the remainder of the Agreement shall remain in full force and effect.

J.4 Entire Agreement

This Agreement, together with any Order Form, exhibits, and referenced policies, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications relating to the subject matter.

J.5 Prohibition of Duplicate Accounts

Clients are strictly prohibited from creating duplicate accounts. Any detected duplicate accounts will be closed immediately without notice.

TERMS AND CONDITIONS OF SERVICE