Go99 General Terms of Service for Members

Last Updated: March 14, 2017.

Please carefully read these General Terms of Service (these “Terms”), which are a binding contract between Go99 Operations Ltd. (“Go99”) and Member (defined below) and govern Member’s use of Go99’s Services (defined below). These Terms exempt Go99 and other persons from liability or limit their liability, specify the jurisdiction for resolution of disputes and contain other important provisions.

If you are Member, then by subscribing for a Go99 Account and each time you use Go99’s Services you agree to be bound by these Terms. If you are an authorized representative of Member, then by subscribing for a Go99 Account on behalf of Member and each time you use Go99’s Services on behalf of Member you acknowledge and signify Member’s agreement to be bound by these Terms and you represent and warrant that you have legal authority to agree to these Terms on behalf of Member.

If Member does not agree to these Terms, then neither Member nor any person on behalf of Member may subscribe for a Go99 Account or use Go99’s Services.

1. Introduction, Key Definitions and Interpretation

1.1 Binding Agreement/Limited Services: These Terms are a binding agreement between Member and Go99 (collectively the “Parties” and each a “Party”) and govern Member’s use of Go99’s Services. Go99’s Services do not include shipping, carriage or brokerage services. Go99 is not an agent or broker of any kind (e.g. freight broker, carriage broker, load broker or property transportation broker), or a carrier, courier, shipper or insurer, or a recipient or consignee of any Load. Go99 is not responsible or liable to Member for the acts or omissions of any user (e.g. Shipper, Carrier or Driver) of Go99’s Services.

1.2 Key Definitions: In these Terms, the following capitalized terms have the following meanings and other capitalized terms have the meanings set out elsewhere in these Terms:

(a) “Account” means a valid and subsisting account with Go99 for use of Services.

(b) “Authorized User” means an individual who is authorized by Member to access and use Services on Member’s behalf, provided that if Member is an individual then references to “Authorized User” include Member.

(c) “Carrier” means a Registered User who desires to provide carrier services pursuant to Contracts of Carriage and is registered with Go99 as a “Carrier”.

(d) “Contract of Carriage” means a contract of carriage made by a Shipper and Carrier through the Marketplace, and includes an Administered Contract (defined in section 4.3) and a Completed Contract (defined in section 5.3(b)).

(e) “Load” means the cargo to be carried by a Carrier pursuant to a Contract of Carriage.

(f) “Marketplace” means an online marketplace operated by Go99 for use by Shippers and Carriers to make Contracts of Carriage.

(g) “Member” means the person (including an entity) identified in an Account or application for an Account as “Member”. For greater certainty, Member’s Account or application for an Account will indicate whether Member is a Shipper, a Carrier or a Driver.

(h) “Driver” means a Registered User who desires to drive a motor vehicle that carries Loads pursuant to Contracts of Carriage and is registered with Go99 as a “Driver”.

(i) “Go99 Website” means the internet website accessible using the domain name <www.go99.ca>.

(j) “Mobile App” means a software application distributed by or on behalf of Go99 that is designed to be installed on a Mobile Device and used in connection with a Service.

(k) “Mobile Device” means a mobile computing device (e.g. a mobile phone or a tablet computer) that is compatible with a Mobile App.

(l) “Registered User” means a person who holds an Account (e.g. a Shipper, Carrier or Driver) or is authorized to use an Account. For greater certainty, if Member holds an Account then Member is a Registered User.

(m) “Representatives” means directors, officers, partners, employees, contract workers, agents and other personnel and representatives. Member’s Representatives are deemed to include all Authorized Users.

(n) “Services” means all services (including the Marketplace, the Contract Administration Service and the Payment Administration Service) provided or made available by or on behalf of Go99 to or for the benefit of Member pursuant to these Terms.

(o) “Shipper” means a Registered User who desires to ship Loads pursuant to Contracts of Carriage and is registered with Go99 as a “Shipper”.

1.3 Other Agreements and Additional Terms: These Terms are in addition to all other written agreements between the Parties regarding Go99’s products (including Mobile Apps) and services (collectively “Other Agreements”). Certain features or functionalities of a Service may be subject to additional terms and conditions (collectively the “Additional Terms”), which are available on the Go99 Website at www.go99.ca/terms. If and to the extent there is a conflict or inconsistency between these Terms and the provisions of any Other Agreement or Additional Terms, then: the provisions of the Other Agreement will take priority and govern regarding the relevant product or service; and the provisions of the Additional Terms will take priority and govern regarding the relevant features or functionalities of the relevant Service.

1.4 Changes to these Terms:

(a) General: Go99 may change these Terms from time to time without any notice to Member by posting the changed Terms on the Website at www.go99.ca/terms. The changed Terms will be effective immediately on posting on the Website, unless the changed Terms expressly state otherwise. Member is solely responsible for checking the “Last Updated” date at the top of these Terms and reviewing any changes since the previous version. Subject to section 1.4(b), by using any Service after these Terms have been changed by Go99, Member signifies Member’s agreement to the changed Terms. Member may not change, supplement or amend these Terms in any manner.

(b) Exception: If Member does not agree to and accept a change to these Terms made by Go99 pursuant to section 1.4(a), then within thirty (30) days after the effective date of the change Member will give notice expressly rejecting the change to Go99 and in those circumstances, unless the Parties expressly agree in writing otherwise, the change expressly rejected by Member will not apply to or be binding on Member provided that Member does not submit any Shipping Request (defined in section 3.2) or Quote (defined in section 3.2) after Member gives the rejection notice. For greater certainty and unless the Parties expressly agree in writing otherwise, if Member submits a Shipping Request or Quote after delivering a rejection notice to Go99 pursuant to this section 1.4(b), then all rejection notices previously delivered by Member pursuant to this section 1.4(b) will be deemed withdrawn by Member.

1.5 Changes to Services: Go99 in its discretion may change any or all Services from time to time without any notice to Member or any other person.

2. Account, Authorized Users and Profile

2.1 Account: Member must have an Account in order to use Services. Member may have only one (1) Account at a time. The functionalities and other aspects of the Services available to Member or an Authorized User will vary depending on the nature of Member’s Account and whether Member is a Shipper, Carrier or Driver.

2.2 Member’s Qualifications:

(a) Age/Capacity: If Member is an individual, then Member will not apply for an Account unless Member has reached the age of majority (which in most jurisdictions is either 18 or 19 years) in the jurisdiction in which Member is located and Member is capable of forming a binding contract under the applicable law in your place of residence.

(b) Territory: Member may not apply for an Account unless Member resides in either Canada or the USA (if Member is an individual) or has a registered office in Canada or the USA (if Member is not an individual).

(c) Minimum Qualifications: If Member is or intends to be a Carrier, a Driver or both (e.g. an owner-operator), then: Member will not apply for an Account unless Member meets all of the applicable minimum qualifications set out on the Go99 Website at www.go99.ca/terms (the “Minimum Qualifications”); and Member will immediately stop using Services and immediately notify Go99 (by telephone) if Member fails (either temporarily or permanently) to meet any of the Minimum Qualifications at any time after Member applies for an Account.

2.3 Prohibitions: Unless Go99 expressly agrees in writing otherwise, Member may not apply for an Account if Member is prohibited by applicable law from using any Service, if Go99 has previously: expressly prohibited Member from applying for an Account or using a Service; terminated an Account held by Member or refused to activate an Account held by Member; or terminated any other agreement between Member and Go99.

2.4 Application and Activation: Subject to these Terms, Member may apply for an Account using the processes made available for that purpose by Go99. Go99 in its discretion may accept or reject Member’s application for an Account. If Member’s application for an Account is accepted by Go99, then Member’s Account will remain inactive and unable to use Services unless and until Go99 in its discretion activates the Account after Member complies with the prescribed activation procedures. Member hereby consents to Go99 making reasonable inquiries and investigations (including inquiries with credit reporting agencies, public databases and government agencies) that Go99 considers appropriate to verify the information and documentation provided by or on behalf of Member and to determine whether to accept Member’s application for an Account or to activate Member’s Account. On request by Go99 at any time, Member will provide Go99 with the information and documentation reasonably required for Go99 to assess Member’s application for an Account, to determine whether and when to activate Member’s Account or to verify information or documents previously provided by Member.

2.5 Representations/Warranties by Member: By submitting an application for an Account, Member represents and warrants that: Member has all requisite power, capacity, authority and approvals required for Member to lawfully accept these Terms and to lawfully perform Member’s obligations and lawfully exercise Member’s rights under these Terms; and Member’s acceptance of these Terms and performance of Member’s obligations and exercise of Member’s rights under these Terms will not conflict with, or result in the breach of, any express or implied obligation or duty (contractual or otherwise) now or in the future owed by Member to any other person.

2.6 Information/Documentation: To apply for, activate and use an Account, Member will be required to provide certain information and documentation and give certain authorizations or instructions to Go99. Member will ensure that all information and documentation provided by or on behalf of Member to Go99 regarding Member’s application for an Account, the activation and use of Member’s Account and each Authorized User is true, accurate, current and complete. Member will immediately update that information and documentation, using applicable online processes available through the Go99 Website or the Marketplace, to accurately record any changes to the information and documentation. Go99 will rely on the information and documentation provided by or on behalf of Member. Go99 is not obligated to verify the truth, accuracy, currency or completeness of any information or documentation provided by or on behalf of Member, but Go99 in its discretion may do so, and Member hereby consents to Go99 making reasonable inquiries and investigations that Go99 considers appropriate to verify the information and documentation provided by or on behalf of Member. For greater certainty, Member is and will remain solely responsible and liable for all loss, damage and liability (including additional costs) that Member, Go99 or any other person may incur as a result of any breach of Member’s obligations under this section 2.6.

2.7 Deactivation/Suspension of Account: Member for its sole convenience may give notice to Go99 at any time requesting that Go99 restrict the functionality of Member’s Account so that the Account can no longer be used to make a Contract of Carriage. Go99 for its sole convenience may suspend or deactivate Member’s Account effective immediately without any notice to Member or any other person if Go99 reasonably believes that Member has breached these Terms. Deactivation or suspension of Member’s Account will automatically prevent Member from making any Contracts of Carriage, but will not result in the termination of these Terms or any previously made Contract of Carriage.

2.8 Authorized Users:

(a) General: Subject to these Terms, Member will access and use Services only through one or more Authorized Users, each of whom is authorized by Member to use Services on Member’s behalf, to give information, instructions and documents to Go99 and other Registered Users on Member’s behalf, and to enter into binding agreements with Go99 and other Registered Users on Member’s behalf. Member will ensure that each Authorized User accesses and uses Services only on behalf of Member and strictly in accordance with the restrictions and requirements set out in these Terms. Member may authorize one (1) or more Authorized Users (each an “Administrator”) to administer Member’s Account and the use of Services by other Authorized Users. Go99 in its discretion may limit the number of Authorized Users and Administrators. Member is fully responsible and liable for all acts and omissions by or on behalf of each Authorized User and each Authorized User’s use of Services. Member will ensure that each Authorized User fully complies with all restrictions and requirements set out or referenced in these Terms.

(b) Restrictions/Requirements: To be an Authorized User, an individual must be of legal age (the age of majority) in the jurisdiction in which the individual lives (which in most jurisdictions is either 18 or 19 years of age) and capable of forming a binding contract under the applicable law in the place where the Authorized User resides. Unless Go99 expressly agrees in writing otherwise, an individual may not be an Authorized User or use any Service if Go99 has previously prohibited the individual from using a Service. Go99 reserves the right in its discretion and for its sole convenience to refuse to permit any individual to be an Authorized User, and to restrict, suspend or terminate (in whole or in part) any Authorized User’s permission to use Services at any time and without any notice to Member or the Authorized User. By authorizing an individual to be an Authorized User, Member represents and warrants that the individual is eligible to be an Authorized User as set out in this section 2.8(b).

(c) Registration/Changes/Termination: A Service may provide an Administrator with access to online controls to authorize or terminate other Authorized Users’ registration to use Services. Member may submit to Go99’s customer support representatives a request that Go99 terminate an Authorized User’s registration to use Services. Go99, acting reasonably, may refuse to register an individual as an Authorized User, and may restrict, suspend or terminate (in whole or in part) an Authorized User’s registration to use Services. Each Authorized User will be considered to be an active Authorized User unless and until the Authorized User’s registration to use Services is terminated by an Administrator, by Member or by Go99 in accordance with these Terms.

(d) Credentials: Each Authorized User will be required to use valid and subsisting unique identifiers (e.g. user name, password and PIN code) registered with Go99 (collectively “Credentials”) to access and use Services. Credentials are specific to the Authorized User for whom they are registered with Go99, and may not be shared with or transferred to any other person. Member will ensure that each Authorized User keeps the Authorized User’s Credentials secure and confidential at all times, does not permit any other person to use the Authorized User’s Credentials, and immediately notifies Go99 if the Authorized User knows or suspects that any Credentials have become known to or used by any other person. Member is fully responsible and liable for the security of all Credentials and all use and misuse of Credentials. Go99 in its discretion may require an Authorized User to verify or change the Authorized User’s Credentials from time to time.

(e) Instructions/Authority: Go99 may accept and act on any information, instruction or document provided through Member’s Account or given by an Authorized User or using an Authorized User’s Credentials. Go99 is not under any obligation to verify the actual identity or authority of any person accessing or using Member’s Account or using Credentials, but Go99 in its discretion may at any time require verification of the identity and authority of any person accessing or using Member’s Account or using Credentials and may deny access to Member’s Account or refuse to accept or act on any information, instruction or document if Go99 is not satisfied with the verification.

(f) Monitoring Use: Go99 is not obliged to monitor the use of Services by Authorized Users, but Go99 reserves the right to do so in Go99’s discretion (including for the purposes of performing Services, verifying compliance with these Terms or complying with applicable laws) without any notice to Member or any other person. Services may automatically monitor and record information regarding each Authorized User’s use of Services, and Go99 may use that information to provide Services to Member and to perform Go99’s obligations and exercise Go99’s rights under these Terms and applicable law, and may disclose or make that information available to Member and Member’s personnel (including Administrators). Member will ensure that each Authorized User consents to Go99’s collection, use, disclosure and retention of information (including personal information) regarding the Authorized User and the Authorized User’s use of Services as set out in this section 2.8(f) and Go99’s Privacy Policy (online: www.go99.ca/terms) and as otherwise permitted by applicable law.

2.9 Profile:

(a) General: Member will be required to create a profile (a “Profile”) that will be displayed to other Registered Users using Services. Member’s Profile may be viewed by all Registered Users, and the information and documents (which may include motor vehicle registration information, driver’s license number, workers’ compensation registration information, licensing and registration documents and information and insurance-related documents and information) included in Member’s Profile may be accessed, downloaded, printed, used, relied on and disclosed by other Registered Users. Go99 is not responsible or liable for the collection, use or disclosure by any Registered User of any information and documents included in Member’s Profile.

(b) Ratings and Comments: The Marketplace may include in Member’s Profile ratings for Member (each a “Rating”) and comments about Member that are posted or submitted by other Registered Users (each a “Comment”). A Rating may change from time to time. Go99 is not obligated to review or verify the truth, accuracy, currency or completeness of any Rating or Comment or any report or other information that is the basis for a Rating or a Comment. Go99 is not responsible or liable for any Rating or Comment. Go99 in its discretion may change a Rating or delete a Comment at any time without notice or liability to Member or any other person. Information about Ratings and Comments (including procedures that Member may use to dispute or request a change to a Rating or a Comment) is available on the Go99 Website at www.go99.ca/terms.

(c) Information/Documentation: Without limiting the generality of section 2.6, Member will ensure that all information and documentation included by Member in Member’s Profile is true, accurate, current and complete, and Member will immediately update Member’s Profile to accurately record any changes to the information and documents included by Member in Member’s Profile. Member acknowledges that Go99 and other Registered Users will rely on Member’s Profile. Member will not include in Member’s Profile: any information or document that Member does not wish to be collected, used and disclosed by other Registered Users; or the personal information of any individual (e.g. the name and contact details of any Representative of Member) unless Member has obtained the individual’s express, prior informed consent to do so.

(d) Other Registered Users: Member will collect, use and disclose information and documents contained in Profiles of other Registered Users for the sole purposes of Member’s lawful use of Services. Member will comply, and ensure that all Authorized Users comply, with Go99’s Reputation, Feedback and Member Comments Policy. Member will ensure that each Rating and Comment regarding any Registered User that is posted or submitted by or on behalf of Member or any Authorized User is true, accurate and complete. Member is solely responsible and liable for all loss, damage and liability to Go99 or any other person (including any Registered User) resulting from any Rating or Comment that is posted or submitted by or on behalf of Member or any Authorized User or any breach by Member or an Authorized User of this section 2.9(c).

3. The Marketplace

3.1 Application: This section 3 applies only if Member is a Carrier or a Shipper.

3.2 Additional Definitions: In these Terms: “Quote” means an online offer, created by or on behalf of a Carrier using the Marketplace, to make a Contract of Carriage with the relevant Shipper in response to the Shipper’s Shipping Request; “Shipping Request” means an online request, created by or on behalf of a Shipper using the Marketplace, inviting Carriers to submit a Quote.

3.3 How the Marketplace Works: Member acknowledges as follows:

(a) General: Each Shipping Request is a request by the relevant Shipper for Quotes in response to the Shipping Request only, and is not an offer capable of acceptance. Each Quote is an offer by the relevant Carrier that is open for acceptance by the relevant Shipper unless and until the Quote is cancelled or is withdrawn by the relevant Carrier using the applicable functionality made available for that purpose by the Marketplace. The relevant Shipper may accept a Quote using the applicable functionality made available for that purpose by the Marketplace. The relevant Shipper is not obligated to accept any Quote (including the lowest price Quote), and may withdraw any of the Shipper’s Shipping Requests at any time or allow those Shipping Requests to expire without accepting any corresponding Quote. If the relevant Shipper accepts a Quote, then the Quote together with the relevant information in the corresponding Shipping Request will constitute a Contract of Carriage between the relevant Shipper and the relevant Carrier. Go99 does not guarantee that a Shipping Request will result in any Quote, or that any Quote will be accepted by the relevant Shipper.

(b) Parties to Contract of Carriage: The only parties to a Contract of Carriage are the relevant Shipper and the relevant Carrier. A Driver assigned to a Contract of Carriage is not a party to the Contract of Carriage. Go99 is not a party to any Contract of Carriage. Go99 is not responsible or liable to any Registered User or any other person for any Shipper or Carrier or their performance of any of their obligations or exercise of any of their rights under any Contract of Carriage. These Terms are not part of any Contract of Carriage.

(c) Rejection/Cancellation by Go99: Go99 in its discretion and for its sole convenience may accept or reject any Shipping Request. Go99 in its discretion and for its sole convenience may suspend or cancel any Shipping Request at any time effective immediately and without any notice to Member. The Marketplace may reject any Shipping Request or Quote that does not comply with applicable restrictions or requirements established and revised by Go99 in its discretion from time to time.

3.4 Mandatory Contract Terms: Go99 in its discretion may make available through the Marketplace certain legal terms and conditions (the “Mandatory Contract Terms”) that must be included in each Contract of Carriage for Go99’s benefit (as an intended third party beneficiary). If Member is a Shipper or a Carrier, then Member will include the Mandatory Contract Terms in each Contract of Carriage. Go99 in its discretion may change the Mandatory Contract Terms from time to time without any notice to Member by posting a new version of the Mandatory Contract Terms on the Marketplace. Member is solely responsible for checking the “Version Number” at the top of the Mandatory Contract Terms and reviewing and obtaining legal advice regarding any changes since the previous version before Member makes a Contract of Carriage.

3.5 Standard Terms/Conditions:

(a) General: Go99 in its discretion may make available through the Marketplace a standard form legal terms and conditions document (the “Standard Terms/Conditions”) that Member (as a Shipper and a Carrier) may agree to incorporate by reference into a Contract of Carriage. The Standard Terms/Conditions are in addition to the Mandatory Contract Terms. The Standard Terms/Conditions are made available by Go99 as a courtesy convenience only, and Member is not obligated to use the Standard Terms/Conditions. Go99 does not make or give any representation, warranty, condition or guarantee regarding the Standard Terms/Conditions, including any representation, warranty, condition or guarantee that the Standard Terms/Conditions are legally valid or enforceable, compliant with applicable laws or adequate or sufficient for the intended or any purpose. Member is solely responsible for obtaining appropriate legal advice from a qualified lawyer regarding the Standard Terms/Conditions before Member agrees to a Contract of Carriage that incorporates the Standard Terms/Conditions.

(b) Changes/Review: Go99 in its discretion may change the Standard Terms/Conditions from time to time without any notice to any Shipper or Carrier by posting a new version of the Standard Terms/Conditions on the Marketplace. Member is solely responsible for checking the “Version Number” at the top of the Standard Terms/Conditions and reviewing and obtaining legal advice regarding any changes since the previous version before Member makes a Contract of Carriage that incorporates the Standard Terms/Conditions.

3.6 Shipping Requests and Acceptance of Quotes: This section 3.6 applies if Member is a Shipper.

(a) General: Subject to these Terms, Member (or an Authorized User on behalf of Member) may use applicable online processes available through the Marketplace to publish Shipping Requests to the Marketplace, to access Quotes submitted in response to Shipping Requests, and to accept Quotes submitted in response to Shipping Requests. Unless Go99 expressly agrees in writing otherwise, Member will include in each Shipping Request the minimum information required by the applicable online processes.

(b) Due Diligence re Quote: Member is solely responsible and liable for evaluating each Quote (including conducting appropriate due diligence regarding the Carrier that submitted the Quote and reviewing the legal terms and conditions set out or referenced in the Quote) before Member decides to accept or reject the Quote. Go99 is not obligated to investigate, review, assess, verify or conduct any due diligence regarding any Carrier or any information or documentation provided by any Carrier to Go99 for use by Member, and Go99 does not endorse or recommend any Carrier or any Quote.

(c) Acceptance of Quote: Member acknowledges that Member’s acceptance of a Quote using applicable online processes available through the Marketplace is intended by Member to immediately result in a valid and binding Contract of Carriage between Member and the relevant Carrier, and that no further action or formality (such as a signed paper contract) will be required for the Contract of Carriage to be valid and binding on Member and the relevant Carrier.

(d) Representations/Warranties:

(i) Shipping Request: By submitting a Shipping Request regarding a Load, Member represents and warrants to Go99 as follows: Member owns or has the lawful right to ship the Load as contemplated by these Terms; each of the Shipping Request and the Load complies with the applicable restrictions and requirements set out on the Go99 Website; Shipper has the lawful right to publish the Shipping Request and to enter into and perform a Contract of Carriage regarding the Load as contemplated by these Terms; the information and documentation set out in the Shipping Request and all other information and documentation provided by or on behalf of Member to Go99 and regarding the Shipping Request and the Load is true, accurate, current and complete; and Member is and will remain ready, willing and able to lawfully make Contract of Carriage for the Load as contemplated by these Terms and to lawfully perform Member’s obligations and lawfully exercise Member’s rights under the Contract of Carriage (including the Mandatory Contract Terms).

(ii) Quote: By accepting a Quote regarding a Load, Member reiterates and confirms the representations and warranties set out in section 3.6(d)(i), and further represents and warrants to Go99 as follows: to the best of Member’s knowledge, the Load can be lawfully shipped in each jurisdiction through which the Load will be conveyed by the relevant Carrier; Member has provided to the relevant Carrier all documents (including permits and licenses) and information regarding the Load relevant to the lawful carriage of the Load in each jurisdiction through which the Load will be conveyed by the relevant Carrier.

3.7 Quotes: This section 3.7 applies if Member is a Carrier.

(a) General: Subject to these Terms, Member (or an Authorized User on behalf of Member) may use applicable online processes available through the Marketplace to submit Quotes in response to Shipping Requests published on the Marketplace. Unless Go99 expressly agrees in writing otherwise, Member will include in each Quote the minimum information required by the applicable online processes. For greater certainty, Member will not submit a Quote in response to a Shipping Request unless Member satisfies and is able to fulfill all of the restrictions and requirements set out in the Shipping Request.

(b) Due Diligence re Shipping Request: Member is solely responsible and liable for evaluating each Shipping Request (including conducting appropriate due diligence regarding the Shipper that submitted the Shipping Request and reviewing the legal terms and conditions set out or referenced in the Shipping Request) before Member decides to submit a Quote in response to the Shipping Request. Go99 is not obligated to investigate, review, assess, verify or conduct any due diligence regarding any Shipper or any information or documentation provided by any Shipper to Go99 for use by Member, and Go99 does not endorse or recommend any Shipper or any Shipping Request.

(c) Acceptance of Quote: Member acknowledges that the relevant Shipper’s acceptance of a Quote using applicable online processes available through the Marketplace is intended by Member to immediately result in a valid and binding Contract of Carriage between Member and the relevant Shipper, and that no further action or formality (such as a signed paper contract) will be required for the Contract of Carriage to be valid and binding on Member and the relevant Shipper.

(d) Representations/Warranties: By submitting a Quote in response to a Shipping Request regarding a Load, Member represents and warrants to Go99 as follows: Member has the lawful right to submit the Quote and to enter into and perform a Contract of Carriage if the Shipping Request is accepted by the relevant Shipper as contemplated by these Terms; the information and documentation set out in the Quote and all other information and documentation provided by or on behalf of Member to Go99 regarding the Quote is true, accurate, current and complete; Member is and will remain ready, willing and able to lawfully make a Contract of Carriage for the Load as contemplated by these Terms and to lawfully perform Member’s obligations and lawfully exercise Member’s rights under the Contract of Carriage (including the Mandatory Contract Terms); Member has obtained from the relevant Shipper all documents (including permits and licenses) and information regarding the Load relevant to the lawful carriage of the Load in each jurisdiction through which the Load will be conveyed by Member if the Quote is accepted by the relevant Shipper, and to the best of Member’s knowledge the Load can be lawfully shipped in each jurisdiction through which the Load will be conveyed by Member if the Quote is accepted by the relevant Shipper.

3.8 Restrictions/Requirements: Member will ensure that each Contract of Carriage made by Member (as either Shipper or Carrier) using the Marketplace, and Member’s performance of the Contract of Carriage, complies with all applicable laws and the restrictions and requirements set out or referenced in these Terms.

4. Contract Administration Service

4.1 Application: This section 4.1 applies to Member only if Member is a Carrier or a Shipper.

4.2 About Contract Administration Service: Member acknowledges that the Mobile App installed on a Mobile Device and the Go99 Website include access to certain online services designed to be used by Shippers, Carriers, Drivers and Receivers to record, send and receive information regarding events and incidents relating to the performance of a Contract of Carriage and to communicate with other persons involved or interested in the performance of a Contract of Carriage (collectively the “Contract Administration Service”). Member acknowledges that the Contract Administration Service is a limited service to assist Member to administer and perform each Administered Contract, and that Member is and will remain solely responsible and liable for Member’s performance of Member’s obligations and exercise of Member’s rights under each Administered Contract. Further information about the Contract Administration Service is available on the Go99 Website.

4.3 Additional Definitions: In these Terms: “Administered Contract” means a Contract of Carriage made by Member (as either the Shipper or the Carrier); “Cut-Off Time” means, with respect to an Administered Contract, the time when the relevant Driver uses the Contract Administration Service to confirm delivery of the relevant Load to the designated ship-to location; “Exception” means, with respect to an Administered Contract, any problem or dispute regarding the performance of the Administered Contract, including any material delay by any person involved in performing the Administered Contract or any damage to the relevant Load; and “Receiver” means, with respect to an Administered Contract, an individual (who may be identified by either name or by role/responsibility) authorized by the relevant Shipper to confirm delivery of the relevant Load to the designated ship-to location.

4.4 Expanded Definitions: For the purpose of this section 4 and section 5: if Member is a Shipper, then Member’s Representatives are deemed to include the Receiver (if any) for each Administered Contract; and if Member is a Carrier, then Member’s Representatives are deemed to include the Driver for each Administered Contract.

4.5 Member’s Use of the Contract Administration Service: Subject to these Terms (including section 4.8):

(a) General: Member will use the Contract Administration Service to administer each Administered Contract, including by: promptly recording, sending and receiving, and causing Member’s Representatives to promptly record, send and receive, information regarding events and incidents relating to the performance of each Administered Contract; and promptly responding, and causing Member’s Representatives to respond to, each notification and message presented to or received by Member or Member’s Representatives by the Contract Administration Service.

(b) Specific: Without limiting the generality of section 4.5(a), Member will use, and cause Member’s relevant Representatives to use, the Contract Administration Service to record and submit in real time information regarding the following events (if applicable) regarding each Administered Contract: the cancellation or termination of the Administered Contract; the arrival of the Driver’s motor vehicle at the designated pick-up location; the completion of loading the Load on the Driver’s motor vehicle at the designated pick-up location; the arrival of the Driver’s motor vehicle at the designated ship-to location; the completion of unloading the Load from the Driver’s motor vehicle at the designated ship-to location; all Exceptions known to Member or any of Member’s Representatives as of the Cut-Off Time; and all Fee Adjustment (defined in section 5.3(c)).

4.6 Accuracy/Timeliness: Member acknowledges that Go99 will rely on the information regarding an Administered Contract (including information regarding the pick-up or delivery of a Load, any applicable Exceptions and all Fee Adjustments) submitted by or on behalf of Member and Member’s Representatives using the Contract Administration Service. Member will at all times act in good faith and ensure that all information submitted by or on behalf of Member or Member’s Representatives using the Contract Administration Service is true, accurate and complete and is submitted to Go99 as soon as reasonably possible. Member will indemnify Go99 for any and all damage, loss and liability resulting from Go99’s reliance on information regarding an Administered Contract submitted by or on behalf of Member and Member’s Representatives using the Contract Administration Service.

4.7 Receivers:

(a) Shipper’s Obligation:If Member is the Shipper for an Administered Contract and wishes to designate a Receiver for the Administered Contract then Member will make that designation, either in the relevant Shipping Request or using the Contract Administration Service, before the relevant Load is picked up by the Driver.

(b) Carrier’s Obligation: If Member is the Carrier for an Administered Contract for which the relevant Shipper has designed a Receiver, then when the relevant Driver delivers the Load to the designated ship-to location Member will cause the Driver to permit the Receiver to use the Contract Administration Service accessible using the Mobile App installed on the Driver’s Mobile Device to record and submit events and information (including Exceptions) regarding the Administered Contract.

4.8 Reservation: Notwithstanding any other provision of these Terms, Go99 in its discretion and for its sole convenience may refuse to provide Member and Member’s Representatives with access to the Contract Administration Service regarding an Administered Contract or may suspend or terminate access to the Contract Administration Service regarding an Administered Contract at any time effective on notice to Member.

5. Payment Administration Service

5.1 Application: This section 5 applies to Member only if Member is a Carrier or a Shipper.

5.2 About the Payment Administration Service: Member acknowledges that Go99 provides certain services to Shippers and Carriers regarding the invoicing, receipt and remittance of certain payments under each Completed Contract based on information submitted by or on behalf of each of the relevant Shipper, the relevant Carrier, the relevant Driver and the relevant Receiver (if applicable) using the Contract Administration Service before the applicable Cut-Off Time (collectively the “Payment Administration Service”). Further information about the Payment Administration Service is available on the Go99 Website.

5.3 Additional Definitions: In these Terms:

(a) “Carrier-Claimed Additional Amount” means a disputed amount in addition to the Original Agreed Price for a Completed Contract that is claimed by or on behalf of a Carrier as compensation for an Exception and is recorded by or on behalf of the Carrier using the Contract Administration Service by or before the applicable Cut-Off Time.

(b) “Completed Contract” means an Administered Contact for which the applicable Load has been delivered to the designated ship-to location, as confirmed by the relevant Driver using the Contract Administration Service.

(c) “Fee Adjustment” means an adjustment (increase or decrease) to the Original Agreed Price for a Completed Contract that is expressly agreed to by the Carrier or its Representative and the Shipper or its Representative to resolve a Recorded Exception and is recorded by or on behalf of the relevant Carrier using the Contract Administration Service by or before the applicable Cut-Off Time.

(d) “Original Agreed Price” means the amount of all fees and charges (excluding applicable Taxes) payable by the relevant Shipper to the relevant Carrier for the Carrier’s performance of a Completed Contract as originally agreed by the Shipper and Carrier as set out in the Carrier’s Quote that is the basis for the Completed Contract.

(e) “Recorded Exception” means an Exception regarding a Completed Contract that is recorded by the relevant Shipper, the relevant Carrier, the relevant Driver or the relevant Receiver using the Contract Administration Service before the applicable Cut-Off Time.

(f) “Shipper-Claimed Deduction” means a disputed deduction from the Original Agreed Price for a Completed Contract that is claimed by or on behalf of the relevant Shipper as compensation for an Exception and is recorded by or on behalf of the Shipper using the Contract Administration Service by or before the applicable Cut-Off Time.

(g) “Undisputed Receivable” means, with respect to a Completed Contract, an amount owing by the relevant Shipper to the relevant Carrier under the Completed Contract calculated as follows: Original Agreed Price plus or minus (as applicable) all applicable Fee Adjustments (if any) less all relevant Shipper-Claimed Deductions (if any).

5.4 Provisions for Carriers:

(a) Application: This section 5.4 applies to Member with respect to each Completed Contract for which Member is the Carrier.

(b) Sale/Purchase of Undisputed Receivable: Subject to these Terms (including sections 5.4(c) and 5.6), Member hereby unconditionally and irrevocably sells and assigns, and agrees to sell and assign, to Go99 all of Member’s right, title and interest in, to and associated with the Undisputed Receivable for the Completed Contract, and Go99 hereby purchases and accepts the assignment of the Undisputed Receivable and agrees to pay to Member the applicable Purchase Price for the Undisputed Receivable as set out in section 6

(c) Excluded Amounts: For greater certainty, the Undisputed Receivable for a Completed Contract does not include any amount owing to Member by the relevant Shipper on account of: any applicable Carrier-Claimed Additional Amount; any relevant Shipper-Claimed Deduction; or any other amount owing (or that Member claims is owing) by the Shipper to Member under or in respect of the Completed Contract (collectively “Excluded Amounts”). As between the Parties, Member retains all right, title and interest in, to and associated with all Excluded Amounts and Member is and will remain solely responsible and liable for collecting those amounts from the Shipper.

(d) Invoice to Shipper: Go99 will issue an invoice to the relevant Shipper for the Undisputed Receivable that specifies Member’s name and registration numbers for applicable Canadian GST/HST. Go99’s invoice to the relevant Shipper will/may also include all applicable Carrier-Claimed Additional Amounts and applicable Canadian GST/HST, but those amounts are not part of the Undisputed Receivable and are included in the invoice solely as a courtesy convenience to Member and the Shipper, and Go99 will remit to Member all amounts received by Go99 from the Shipper on account of invoiced Carrier-Claimed Additional Amounts and applicable Canadian GST/HST as set out in section 6.5(d).

Member acknowledges and agrees that Go99 is not responsible for the evaluation or assessment of liability of Member for any value added tax, sales tax, tariffs, excise taxes or customs, import or export duties, or any taxes applicable by reason of the jurisdiction in which a load is picked up, carried or delivered (collectively “taxes and duties”). Go99 does not include such taxes and duties in an invoice unless specifically directed to do so by the Carrier, and if Go99 includes such taxes and duties those amounts are not part of the Undisputed Receivable and are included in the invoice solely as a courtesy convenience to Member and the Shipper, and Go99 will remit to Member all amounts received by Go99 from the Shipper on account of such invoiced taxes and duties.

Member warrants that it shall comply with all applicable laws with respect to taxes and duties, and indemnifies and holds harmless Go99 against any liability, cost, expense, loss or damage arising out of any default or alleged default of Member or Go99 to comply with any applicable law with respect to taxes and duties arising out of the Contract of Carriage.

(e) Assistance: On request by Go99, Member will reasonably assist Go99 to collect payment of the Undisputed Receivable from the relevant Shipper, including by executing additional documents and providing additional information and evidence to Go99 for use in legal proceedings against the Shipper.

(f) Representations/Warranties – Undisputed Receivable: Member represents and warrants to Go99 regarding the Undisputed Receivable for the Completed Contract as follows: Member has not sold, assigned or transferred the Completed Contract to any person, and Member will not sell, assign, or transfer the Completed Contract to any person; Member has not sold, assigned, transferred or factored the Undisputed Receivable to any person other than Go99, and Member will not sell, assign, transfer or factor the Undisputed Receivable to any person other than Go99; Member is the lawful owner of, and has good and undisputed title to, the Undisputed Receivable; Member is lawfully entitled to assign the Undisputed Receivable to Member as contemplated by these Terms; the Undisputed Receivable is a bona fide and existing obligation of the relevant Shipper to Member arising out of Member’s performance of the Completed Contract in the ordinary course of Member’s business, free and clear of all liens, security interests and encumbrances, and is owned by and owing to Member; immediately after Member’s sale and transfer of the Undisputed Receivable to Go99 pursuant to these Terms, Member will make proper entries in Member’s books and records confirming Member’s absolute sale and assignment of the Undisputed Receivable to Go99; and except for the sale and assignment of the Undisputed Receivable and other Undisputed Receivables to Go99 pursuant to these Terms, Member has not and will not sell, transfer, pledge, assign or grant any security interest in any accounts, invoices, documents, notes, bills, chattel paper, general intangibles or services rendered and due to Member or otherwise to any person while these Terms are in effect.

(g) Non-Interference: Member hereby unconditionally and irrevocably waives, and agrees to waive, will not assert any right that Member may have with respect to any Completed Contract under the Bills of Lading Act (Canada) or any similar applicable law. Member will not assert or permit any other person (including a Driver) to assert any lien, security interest or other encumbrance on any Load under any Completed Contract. Once Go99 has purchased an Undisputed Receivable from Member, the payment from the relevant Shipper to Go99 on account of the Undisputed Receivable is the sole property of Go99, and Member will not collect or receive, or attempt to collect or receive, any payment from or on behalf of the relevant Shipper relating to the Undisputed Receivable. Member will not interfere with any of Go99’s rights under these Terms or with any Shipper’s payment to Go99 on account of an Undisputed Receivable.

(h) Acknowledgement: Notwithstanding any other provision of these Terms and for greater certainty, Member acknowledges that: Member’s sale and assignment of the Undisputed Receivable to Go99 does not constitute an assignment of the Completed Contract or any Excluded Amount; Go99 is not an agent for Member or the relevant Shipper for any purpose whatsoever; the Payment Administration Service does not constitute a loan or any kind of financing to Member or the relevant Shipper; Member is and remains solely responsible and liable to the relevant Shipper for Member’s performance of all of Member’s obligations under the Completed Contract and for all losses, damages and liabilities suffered or incurred by the Shipper arising from, connected with or relating to the Completed Contract; and Go99 is not responsible or liable to Member for any act or omission by or on behalf of the relevant Shipper or the Shipper’s performance of the Completed Contract or for any losses, damages and liabilities suffered or incurred by Member arising from, connected with or relating to the Completed Contract.

5.5 Provisions for Shippers:

(a) Application: This section 5.5 applies to Member with respect to each Completed Contract for which Member is the Shipper.

(b) Consent to Sale/Purchase of Undisputed Receivable: Subject to these Terms (including sections 5.5(c) and 5.6), Member hereby irrevocably and unconditionally consents to the relevant Carrier’s sale and assignment to Go99 of the Undisputed Receivable for the Completed Contract as set out in section 5.4(b) without any further notice (from the Carrier or Go99).

(c) Excluded Amounts: Member acknowledges that the Undisputed Receivable for the Completed Contract does not include any Excluded Amounts owing by Member to the relevant Carrier, and the relevant Carrier retains all right, title and interest in, to and associated with all Excluded Amounts and reserves the right to claim and recover payment of all Excluded Amounts from Member.

(d) Invoice to Member: Go99 will deliver (by email or postal mail, as Go99 determines in its discretion) or otherwise make available (e.g. using the applicable processes available on the Go99 Website or Mobile App) to Member an invoice for the Undisputed Receivable and applicable Canadian GST/HST, which invoice will specify the Carrier’s registration numbers for applicable Canadian GST/HST. Go99’s invoice to Member may also include all applicable Carrier-Claimed Additional Amounts and applicable Canadian GST/HST, but those amounts are not part of the Undisputed Receivable and are included in the invoice solely as a courtesy convenience to Member and the relevant Carrier, and Go99 will remit to the Carrier all amounts received by Go99 from Member on account of invoiced Carrier-Claimed Additional Amounts and applicable Canadian GST/HST.

Member acknowledges and agrees that Go99 is not responsible for the evaluation or assessment of liability of Member for any value added tax, sales tax, tariffs, excise taxes or customs, import or export duties, or any taxes applicable by reason of the jurisdiction in which a load is picked up, carried or delivered (collectively “taxes and duties”). Go99 does not include such taxes and duties in an invoice unless specifically directed to do so by the Carrier, and if Go99 includes such taxes and duties those amounts are not part of the Undisputed Receivable and are included in the invoice solely as a courtesy convenience to Member and the Carrier, and Go99 will remit to the Carrier all amounts received by Go99 from Member on account of such invoiced taxes and duties.

Member warrants that it shall comply with all applicable laws with respect to taxes and duties, and indemnifies and holds harmless Go99 against any liability, cost, expense, loss or damage arising out of any default or alleged default of Member or Go99 to comply with any applicable law with respect to taxes and duties arising out of the Contract of Carriage.

(e) Unconditional Obligation to Pay: Member will pay to Go99 the full invoiced amount of the Undisputed Receivable and applicable Canadian GST/HST as set out in section 6 without any deduction, set off or withholding whatsoever. Member hereby irrevocably and unconditionally waives and agrees to waive any right to claim or assert any defence, deduction, set-off, counter-claim or withholding, or other basis for refusing to pay the full invoiced amount of the Undisputed Receivable and applicable Canadian GST/HST to Go99.

(f) Acknowledgement: Notwithstanding any other provision of these Terms and for greater certainty, Member acknowledges that: (1)  the relevant Carrier’s sale and assignment of the Undisputed Receivable to Go99 does not constitute an assignment of the Completed Contract or any Excluded Amount; (2) Go99 is not an agent for Member or the relevant Carrier for any purpose whatsoever; (3) the Payment Administration Service does not constitute a loan or any kind of financing to Member or the relevant Carrier; (4) Member is and remains solely responsible and liable to the relevant Carrier for Member’s performance of all of Member’s obligations under the Completed Contract and for all losses, damages and liabilities suffered or incurred by the Carrier arising from, connected with or relating to the Completed Contract; and (5) Go99 is not responsible or liable to Member for any act or omission by or on behalf of the relevant Carrier or the Carrier’s performance of the Completed Contract or for any losses, damages and liabilities suffered or incurred by Member arising from, connected with or relating to the Completed Contract.

5.6 Reservation: Notwithstanding any other provision of these Terms, Go99 in its discretion and for its sole convenience may refuse to perform or provide the Payment Administration Service regarding a Completed Contract or may terminate the Payment Administration Service regarding an Completed Contract at any time and without any notice to Member, and in those circumstances Go99 will not purchase the Undisputed Receivable regarding the Completed Contract and section 5.4(b) will not apply to the Completed Contract.

6. Financial Matters

6.1 Additional Definitions: In these Terms: (a) “Canadian GST/HST” means a tax payable under Part IX of the Excise Tax Act (Canada), as amended or replaced from time to time; and (b) “Tax” means any federal, state, provincial or municipal sales, use, value-added, property, excise, import, foreign, withholding or other governmental tax (including Canadian GST/HST), duty, charge, levy, fee, excise, tariff or assessment of any nature whatsoever now or hereafter imposed by any governmental authority, including any interest, additions to tax or penalties applicable thereto.

6.2 Marketplace: Member is not obligated to pay any fee for Member’s access to and use of the Marketplace.

6.3 Contract Administration Service: The fee for use (by the relevant Shipper, the relevant Carrier, the relevant Driver and the relevant Receiver) of the Contract Administration Service in connection with a Completed Contract is two percent (2%) of the Original Agreed Price for the Completed Contract (the “Contract Administration Service Fee”) and is payable by the relevant Carrier only. The amount of the Contract Administration Service Fee does not include any applicable Taxes, all of which are payable by the relevant Carrier.

6.4 Purchase Price for Undisputed Receivable: The purchase price payable by Go99 to a Carrier for an Undisputed Receivable for a Completed Contract (the “Purchase Price”) is the face amount of the Undisputed Receivable less a discount of eighteen percent (18%) of the Original Agreed Price for the Completed Contract. The Purchase Price includes all applicable Taxes (if any) payable by Go99.

6.5 Payment Process – Carriers:

(a) Application: This section 6.5 applies to Member with respect to each Completed Contract for which Member is the Carrier and for which Go99 has purchased the Undisputed Receivable.

(b) Total Payment Amount: In these Terms, “Total Payment Amount” means, with respect to an Undisputed Receivable for a Completed Contract, an amount calculated as follows: Purchase Price for the Undisputed Receivable plus all amounts paid by the relevant Shipper to Go99 on account of Canadian GST/HST regarding the Undisputed Receivable minus the Contract Administration Service Fee for the Completed Contract and applicable Taxes (e.g. Canadian GST/HST) that Go99 reasonably believes it is obligated to collect and remit under applicable law.

(c) Process: If Go99 purchases from Member an Undisputed Receivable for a Completed Contract, then Go99 will use commercially reasonable efforts to issue payment of the applicable Total Payment Amount to Member within two (2) Business Days (or a longer period agreed by Member and Go99) after the Cut-Off Time for the Completed Contract. Go99 will pay the Total Payment Amount to Member using the payment method (e.g. cheque or electronic funds transfer) specified in Member’s Account from time to time or an alternative, commercially reasonable payment method specified in writing by Go99. Go99 may set off against and withhold from any amount due or payable to Member by Go99 under these Terms any amount due or owing by Member to Go99 under these Terms or otherwise.

(d) Carrier-Claimed Additional Amounts: If and when Go99 receives from a Shipper any payment on account of a Carrier-Claimed Additional Amount and applicable Canadian GST/HST or taxes and duties included in an invoice issued by Go99 to the Shipper as contemplated by section 5.4(d), then Go99 will promptly remit the received payment to Member using the payment method (e.g. cheque or electronic funds transfer) specified in Member’s Account from time to time or an alternative, commercially reasonable payment method specified in writing by Go99.

(e) Tax Remittances: Member will pay and remit promptly to the applicable governmental authorities the full amount of all Taxes, taxes and duties and Canadian GST/HST as required under applicable law regarding an Undisputed Receivable or a Carrier-Claimed Additional Amount paid by the relevant Shipper to Go99 and included by Go99 in any payment to Member.

6.6 Payment Process – Shippers:

(a) Application: This section 6.6 applies to Member with respect to each Completed Contract for which Member is the Shipper.

(b) Payment Process: Member will pay all invoices issued to Member by Go99 pursuant to these Terms within thirty (30) days (or a shorter period agreed by Member and Go99) after Member’s receipt of the invoice from Go99. Member will make all payments to Go99 using the payment method (e.g. cheque or electronic funds transfer) specified in Member’s Account from time to time or an alternative, commercially reasonable payment method specified in writing by Go99.

6.7 Taxes: Member is solely responsible and liable for, and will pay and remit promptly to the applicable governmental authorities, all Taxes associated with, based on or due as a result of amounts payable by Member to Go99 under these Terms. On request by Go99, Member will provide or make available to Go99 information regarding Tax remittances made by Member pursuant to this section 6.7. Without limiting the generality of the foregoing in this section 6.7, on request by Go99 Member will pay to Go99 all Taxes that Go99 is required by law to collect from Member or to remit to a governmental authority for or on behalf of Member, including Canadian GST/HST. If Member has failed to pay or remit any Tax as required by these Terms or applicable law, then Go99 may redirect amounts payable to Member to pay the Taxes owing by Member.

6.8 Withholdings: Except to the extent required by applicable law and otherwise expressly set out in these Terms, all amounts payable by Member to Go99 under these Terms are payable in full without any deduction or withholding, whether on account of Tax or otherwise, and if Member is prohibited by law from making a payment free of deductions or withholdings then Member will pay to or for the benefit of Go99 an additional amount (the “Gross-Up Amount”) so that the actual amount received by or on behalf of Go99 after the required deductions and withholdings and after payment of any additional Taxes or other charges due as a consequence of the payment of the Gross-Up Amount will equal the amount that would have been received by or on behalf of Go99 if the deductions and withholdings were not required.

6.9 Miscellaneous: All amounts specified in these Terms are in Canadian currency and are payable in Canadian currency. Any amount due and owing by Member to Go99 will be deemed not paid by Member unless and until immediately cleared funds have been unconditionally deposited to Go99’s designated bank account free and clear of all restrictions. Overdue payments to Go99 are subject to compound interest at a rate of 2% for each month (24% per annum) or fraction thereof that the payment is overdue, or the highest rate permitted by applicable law, whichever is lower. Payments made by Member to Go99 under these Terms are non-refundable.

7. General Provisions

7.1 Additional Definitions: In these Terms:

(a) “Contract Data” means data, documents and information relating to the making, performance and administration of a Contract of Carriage to which Member is a party or for which Member is the assigned Driver (including details of the Contract of Carriage, geolocation data transmitted by the Driver’s Mobile App to the Contract Administration Service, and electronic forms, notifications and messages) created or sent by or on behalf of Registered Users relating to the making, performance and administration of the Contract of Carriage, and invoices and receipts created by or on behalf of Go99 as part of the Payment Administration Service relating to the Contract of Carriage.

(b) “Member Data” means all information and data (including geolocation data) and documents (including electronic documents and electronic forms) submitted to a Service or created using a Service by or on behalf of Member (including by Member’s Representatives, if applicable).

(c) “Go99 System” means the technologies, infrastructure, software, services, information and data used by or on behalf of Go99 to operate a Service or to perform or provide a Service.

7.2 Accurate Information/Documents: Member will ensure that all information, documents and data (including Contract Data and Member Data) submitted by or on behalf of Member or an Authorized User to a Service or directly to Go99 or another Registered User (including information and documents set out in or attached to Member’s application for an Account or included in Member’s Profile) is true, accurate, current and complete.

7.3 Shipper Responsible for Receiver:  If Member is a Shipper regarding a Contract of Carriage, then Member is fully responsible and liable to Go99 for all acts and omissions by or on behalf of the Receiver for the Contract of Carriage, and Member will ensure that the Receiver complies with all applicable restrictions and requirements set out in these Terms.

7.4 Carrier Responsible for Driver: If Member is a Carrier regarding a Contract of Carriage, then Member is fully responsible and liable to Go99 for all acts and omissions by or on behalf of the Driver assigned to the Contract of Carriage, and Member will ensure that the Driver complies with all applicable restrictions and requirements set out in these Terms.

7.5 Legal Compliance: Member will comply, and will ensure that all of Member’s Representatives comply, at all times with all applicable federal, provincial, territorial, state, and municipal laws in all relevant jurisdictions, including all laws, codes and standards (including those issued by Transport Canada, the US Department of Transportation or any other government authority with jurisdiction) applicable to the performance and use of carriage and transportation services. Member is solely responsible and liable for ensuring that each Contract of Carriage made by Member and the Load to be carried by the Contract of Carriage complies with all applicable laws.

7.6 Disputes:

(a) General: If there is any dispute between Member and any other person (including a Registered Users) arising from, connected with or relating to any Administered Contract or Member’s use of any Service, then Member and the other person will resolve the dispute in accordance with applicable law, and will not include, add or join Go99 as a party to the dispute or to any related action, suit or proceeding.

(b) Notice and Documents: Member will immediately give notice to Go99 if Member becomes aware of any threatened or dispute or any threatened or actual dispute regarding any Administered Contract or Member’s use of any Service, and will provide to Go99 all documents (including correspondence (including emails) and pleadings) relating to the threatened or actual dispute received by Member.

7.7 Use of Website/Services/Contract Data:

(a) Permitted Use: Subject to these Terms (including the applicable restrictions and requirements set out in these Terms) and all applicable laws, during the term of these Terms Member may access and use, and authorize Authorized Users to access and use, through the access mechanisms purposefully made available by Go99, the Go99 Website, Services and Contract Data for the sole purpose of Member’s internal business purposes only. Use of the Go99 Website, Services and Contract Data for any other purpose or in any other manner is strictly prohibited.

(b) Prohibited Use: Member will not, and will ensure that Authorized Users do not: use the Go99 Website, the Mobile App, any Service or Contract Data in any manner, by any means, or for any purpose not expressly permitted by these Terms; attempt to circumvent the ordinary navigational structure, technical delivery systems or display of the Go99 Website or any Service or otherwise attempt to access or use the Go99 Website, any Service or Contract Data by any means that is not purposely made available for that purpose by Go99; use the Go99 Website, any Service or Contract Data in a way that interferes with or threatens, damages, disrupts, compromises or degrades the integrity, functionality, operation, performance or security of the Go99 Website or any Service, Contract Data or Go99 System; license, sublicense, grant, sell, transfer, assign, pledge, copy, reproduce, distribute, imitate, publish, republish, translate, publicly display, publicly perform, transmit, distribute, create any interest in, commercially exploit, or otherwise give or make available or permit access to or use of the Go99 Website or any Service, Contract Data or Go99 System or the functionality, performance or results of the Go99 Website or any Service, Contract Data or Go99 System to or for the benefit of any other person, whether as a service bureau or otherwise, and whether with or without charge; index, crawl, catalogue, mirror, frame, scrape, cache or otherwise collect or mine any data from the Go99 Website or any Service or Go99 System for any purpose whatsoever, using any technologies, tools or methods (including robots, spiders, crawlers, or other automatic devices, programs or methodologies) whatsoever; alter, violate, circumvent, conceal, modify or remove any notice (including a proprietary rights notice), proprietary code or lock, means of identification, digital rights tool or management information, technological protection measure, security or control measure or agreement (including end user terms and conditions) on, in or in relation to the Go99 Website or any Service, Contract Data or Go99 System; develop a software application for use with the Go99 Website or any Service or Go99 System; reverse engineer or otherwise access or use the Go99 Website or any Service, Contract Data or Go99 System in order to create a product or service that is competitive with the Go99 Website or any Service or any other product or service offered by Go99, or a product or service using similar ideas, features or functions; or authorize, permit, assist, encourage or enable any other person to do any of the foregoing in this section 7.7(b) or to commit an act or omission that would be a breach of these Terms if committed by Member. A restriction set out in this section 7.7(b) does not apply if and to the extent, but only to the extent, that the restriction is prohibited by applicable law.

7.8 Technical Support: Go99 in its discretion may provide Member and Authorized Users with remote (telephone or online) technical support regarding use of Services. For greater certainty, technical support provided by Go99 is a “Service”.

7.9 No Direct Contracting: Member will not use, or authorize or assist any other person to use, any information or documents obtained through a Service (including information or documents in a Shipping Request, a Quote or a Profile) to negotiate or make any agreement (including a contract of carriage) with any other person other than a Contract of Carriage made in accordance with these Terms.

7.10 Additional Information: On request by Go99, Member will provide, and cause Authorized Users to provide, to Go99 reasonably requested information and documents regarding a Contract of Carriage, including any dispute regarding the Contract of Carriage and all payments made under or relating to the Contract of Carriage.

7.11 Payments to Drivers: For greater certainty, if Member is a Driver then Member will look solely to the relevant Carrier (not to Go99 or the relevant Shipper) for payment of all fees, charges and other remuneration and benefits owing to the Driver for Driver’s services relating to a Contract of Carriage.

7.12 No Deduction or Set-off: Except to the extent required by applicable law, all amounts payable by Member to Go99 under these Terms are payable in full without any deduction, withholding or set-off. Without limiting the generality of the foregoing in this section 7.12, and for greater certainty, Member will not withhold from any amount owing by Member to Go99 any amount arising from, connected with or relating to any claim or dispute between Member and any other person (including any Registered User) or relating to any Contract of Carriage. Any overdue amount owed by Member to Go99 under these Terms is subject to compound interest at a rate of 1½% for each month (18% per annum) or fraction thereof that the amount is overdue, or the highest rate permitted by applicable law, whichever is lower. Member will fully reimburse Go99 for all costs and expenses (including legal fees and disbursements) incurred by Go99 to collect any amount owing by Member to Go99 under these Terms.

7.13 No Liens/Withholding Performance: Member will not withhold or delay performance of any of Member’s obligations under or relating to a Contract of Carriage or these Terms in order to obtain payment from any other person (including a Registered User) or Go99 or as a result of any dispute with any other person (including a Registered User) or Go99. Without limiting the generality of the foregoing in this section 7.13, if Member is a Carrier or a Driver, then Member will not assert any lien over or against any Load that is the subject of a Contract of Carriage and Member hereby waives any and all rights to assert liens over or against any Load.

7.14 Technical Requirements: Member is solely responsible and liable for obtaining, provisioning, configuring, maintaining, paying for, and protecting from loss and damage, all equipment (including Mobile Devices and personal computers), software (including Mobile Apps, internet browser and PDF reader software) and services (including internet access and mobile data access) necessary for the use of Services (including transmission of data to and from a Service) by or on behalf of Member and Authorized Users. For greater certainty, Member is solely responsible and liable for all mobile data service and internet service charges incurred by or on behalf of Member and Authorized Users in connection with use of Services.

7.15 Notifications: Member will promptly notify Go99 if Member or any Authorized User: knows of or suspects any unauthorized access to or use of a Service; or becomes aware of a complaint, claim or allegation by any other person arising from, connected with or relating to a Service or the use of a Service by or on behalf of Member or an Authorized User, and on request by Go99 Member will cooperate with and assist Go99 to investigate and respond to the complaint, claim or allegation (as applicable).

7.16 Standard of Conduct: Member will at all times perform Member’s obligations and exercise Member’s rights under these Terms and otherwise conduct Member’s business in a lawful, ethical, fair, competent and professional manner, in accordance with applicable industry standards and best practices, and the standard of care, skill and diligence of an experienced professional in the relevant fields.

8. Mobile App, Mobile Devices and Personal Information

8.1 Additional Definition: In these Terms, “Contract Performance Period” means, with respect to an Administered Contract, the period starting not less than one (1) hour before the specified Load pick-up time and ending when the Load is delivered to the designated ship-to location.

8.2 Safety/Legal Compliance: Member acknowledges that driving or operating a motor vehicle while using a mobile phone or mobile computing device is dangerous and prohibited or restricted by applicable law. If Member or an Authorized User uses any mobile phone or mobile computing device (including a Mobile Device) in connection with any Service, then notwithstanding any other provision of these Terms Member will ensure that Member or the Authorized User (as applicable) uses the mobile phone or mobile computing device in a safe and secure manner (e.g. not while driving or operating a motor vehicle) and in strict compliance with all applicable laws, including distracted driving laws and all other laws that prohibit or restrict the use of a mobile phone or mobile computing device while driving a motor vehicle.

8.3 Mandatory Use of Mobile App for Transaction:

(a) Shippers/Carriers: If Member is a Shipper or a Carrier for an Administered Contract, then subject to section 8.2 Member will ensure that all times during the applicable Contract Performance Period: Member or Member’s Authorized User responsible for the Administered Contract has in their physical possession an activated Mobile Device with an activated Mobile App that is continuously capable of transmitting and receiving data (including notifications and messages) with the Contract Administration Service; and Member or Member’s Authorized User promptly reads and responds to all notifications and messages received by the Mobile App regarding the Administered Contract.

(b) Drivers:  If Member is a Driver for an Administered Contract, then subject to section 8.2 Member will ensure that at all times during the applicable Contract Performance Period: Member has in Member’s physical possession an activated Mobile Device with an activated Mobile App that is continuously capable of transmitting and receiving data (including Member’s geolocation data and instant messages) with the Contract Administration Service; and Member promptly reads and responds to all notifications and messages received by the Mobile App regarding the Administered Contract.

8.4 Personal Information Consent: Member consents to Go99’s collection, use, disclosure and retention of data and information (including personal information) regarding Member, Member’s use of Services and the Mobile App as set out in these Terms and in Go99’s Privacy Policy (online: www.go99.ca/terms). Without limiting the foregoing in this section 8.4, and for greater certainty, if Member is a Driver for an Administered Contract then Member acknowledges that Member’s geolocation data will be transmitted by the Mobile App to the Contract Administration Service as set out in section 8.3(b) and will be made available to the Shipper and Carrier (and their Authorized Users) for the Administered Contract so that they may monitor Member’s location throughout the Contract Performance Period and share that information with other persons in connection with the administration of the Administered Contract and related matters.

8.5 End User License Agreement: Go99 in its discretion will make one or more Mobile Apps available for download, through applicable third party online app stores, by individuals who wish to access and use the Mobile App in connection with a Service. The installation and use of a Mobile App is governed by the applicable End User License Agreement (a copy of which is available through the applicable online application store or using a link provided by the Mobile App) and these Terms. If an Authorized User downloads, installs or uses a Mobile App on behalf of Member, then Member agrees to be bound by the End User License Agreement and Member will ensure that the Authorized User agrees to and complies with the End User License Agreement.

9. Contract Data, Member Data and Anonymized Data

9.1 Additional Definitions: In these Terms:

(a) “Anonymized Data” means Contract Data or Member Data that has been anonymized by or on behalf of Go99 so that the data does not refer to Member or any identified individual.

(b) “Use” means any and all forms and methods of use, using any and all means, media and technologies now in existence or developed in the future, including access, adapt, alter, archive, backup, change, collect, combine with and incorporate into other data, communicate (including by telecommunication), configure, copy, create derivative works from, delete, edit, enhance, host, install, load, modify, reformat, reproduce, retain, store, translate and transmit.

9.2 Disclosure of Contract Data: Member acknowledges that a Service may make available or provide to Member and each other Registered User that is a party to a Contract of Carriage or involved in the performance of the Contract of Carriage some or all of the Contract Data created by or on behalf of Member relating to the Contract of Carriage.

9.3 Lawful Authority: Member represents and warrants to Go99 that Member has the right, power, capacity and authority to lawfully Use Contract Data and Member Data as contemplated by these Terms, and to lawfully authorize and license Go99 to Use Contract Data, Member Data and Anonymized Data as contemplated by these Terms.

9.4 Refusal/Removal of Member Data: If Go99 reasonably believes that any Contract Data or Member Data does not comply with all restrictions and requirements set out or referenced in these Terms or any Additional Terms, then Go99 may, without any notice or liability to Member or any other person: refuse to permit the receipt, processing or storage of the Contract Data or Member Data (as applicable) by any or all Services; immediately remove and delete the Contract Data or Member Data (as applicable) from any and all Services; and immediately suspend or terminate any related use of any and all Services.

9.5 Go99 Use of Data: Member hereby grants to Go99 a non-exclusive, irrevocable, perpetual, world-wide, fully transferable, fully sub-licensable, royalty-free, fully paid-up, unlimited and unrestricted right and license in perpetuity to do each of the following: Use and authorize other persons to Use all Contract Data and Member Data for the purpose of performing Go99’s obligations and exercising Go99’s rights under these Terms, to improve the quality of Services and to develop new Services; and Use Contract Data and Member Data to create Anonymized Data, and Use, and authorize other persons to Use, Anonymized Data for any and all commercial and non-commercial purposes whatsoever and using any and all means, media and technologies now in existence or developed in the future, all without any compensation or attribution to Member or any other person.

9.6 Security: Go99 will use commercially reasonable efforts appropriate to perceived risk to provide a commercially reasonable level of security for Contract Data and Member Data stored in a Go99 System. Go99 is not responsible for the security or integrity of Contract Data or Member Data that is outside a Go99 System.

9.7 Member Access to Member Data:

(a) While Account Active: While Member’s Account is active: Authorized Users may use the functionalities made available by Go99 through the Contract Administration Service to access certain Contract Data and Member Data that is then stored by the Contract Administration Service and the Payment Administration Service on behalf of Member and to download that Contract Data and Member Data to a compatible personal computer used by the Authorized User; and on reasonable request by Member, Go99 will either provide or permit Member or an Authorized User to remotely access and download a full and complete copy of all Contract Data and Member Data that is then stored by the Contract Administration Service and the Payment Administration Service.

(b) After Account Terminated: On termination of an Account: Go99 will retain all Contract Data and Member Data relating to the Account that is then stored by the Contract Administration Service and the Payment Administration Service for a period of thirty (30) days (the “Data Retention Period”); on written request by Member during the Data Retention Period, Go99 will provide or otherwise make available to Member a full and complete copy of all Contract Data and Member Data relating to the Account that is then stored by the Contract Administration Service and the Payment Administration Service; and on expiration of the Data Protection Period, Go99 may delete and destroy all Contract Data and Member Data relating to the Account that is then stored by the Contract Administration Service and the Payment Administration Service.

10. Member’s General Representations/Warranties

10.1 General: Member represents and warrants to Go99 as follows: Member has the right, power, capacity and authority to lawfully enter into these Terms and to lawfully perform Member’s obligations and exercise Member’s rights under these Terms and under each Contracts of Carriage made by Member; Member is duly qualified and lawfully licensed to perform Member’s obligations under these Terms and under each Contract of Carriage made by Member; Member holds, and at all times will maintain in good standing and comply with, all governmental authorizations, approvals, consents, licenses, permits and registrations that may be required for Member to use Services and to exercise Member’s rights and perform Member’s obligations under these Terms and with respect to each Contract of Carriage made by Member; Member will perform Member’s obligations and exercise Member’s rights under these Terms and each Contract of Carriage made by Member in a professional, competent and prudent manner; Member holds, and at all times will maintain in good standing and comply with, all of the insurance policies specified in Member’s Profile or otherwise required by each Contract of Carriage made by Member.

10.2 By Carrier: If Member is a Carrier, then without limiting the generality of section 10.1, Member represents and warrants to Go99 as follows: Member does not have a conditional or unsatisfactory safety rating from Transport Canada, the United States Department of Transportation or any provincial, territorial or state department of transportation or motor vehicle department; Member has not and will not broker out or subcontract to any other person (including any other Carrier) Member’s performance of any Contract of Carriage made by Member; Member will assign to each Contract of Carriage made by Member a duly qualified, lawfully licensed and properly trained, skilled and experienced Driver; and Member will ensure that the motor vehicle used by the Driver to perform a Contract of Carriage made by Member complies with all applicable laws and the applicable restrictions and requirements set out in the Contract of Carriage and the Minimum Qualifications.

10.3 By Driver: If Member is a Driver regarding a Contract of Carriage, then without limiting the generality of section 10.1, Member represents and warrants to Go99 as follows: Member is duly qualified, lawfully licensed and properly trained, skilled and experienced to perform and provide the driver services required by the Contract of Carriage; Member will perform the driver services required by the Contract of Carriage in a professional, competent and prudent manner; Member holds, and at all times will maintain in good standing and comply with, all governmental authorizations, approvals, consents, licenses, permits and registrations that may be required for Member to provide the driver services required by the Contract of Carriage; the motor vehicle used by Member to perform the Contract of Carriage complies with all applicable laws and the applicable restrictions and requirements set out in the Minimum Qualifications; Member does not have a conditional or unsatisfactory safety rating from Transport Canada, the United States Department of Transportation or any provincial, territorial or state department of transportation or motor vehicle department; Member has not and will not broker out or subcontract to any other person (including any other Driver) the performance of the driver services.

11. Proprietary Rights

11.1 Services and Related Items: Services, Mobile Apps, the Go99 System and Anonymized Data and related intellectual property rights are protected throughout the world by international laws and treaties and may be subject to copyright, patents or patents pending. Member does not have and will not acquire any right, title or interest (including any intellectual property rights) in, to or associated with any Service, Mobile App, the Go99 System or Anonymized Data or any related intellectual property rights. Notwithstanding any other provision of these Terms, and for greater certainty, under no circumstances will Go99 be obligated to provide, nor will Member or any other person be entitled to directly or indirectly receive, obtain, access or use, a copy of any of the software or other technologies used by or on behalf of Go99 to operate or provide any Service.

11.2 Feedback: If Member or any of Member’s Representatives gives to Go99 or any of Go99’s Representatives any feedback (including ideas or suggestions for enhancements or improvements) about a Service, Mobile App, the Go99 Website or the Go99 System, then Go99 and its licensors and their respective successors, assigns and licensees may use and commercialize the feedback without providing any compensation to Member or any other person. For greater certainty, Member’s Representatives will not include in feedback to Go99 any information that is confidential or proprietary to Member or any other person.

11.3 Trademarks: Go99™, the Go99 logo and other related marks are registered or unregistered trademarks owned by Surespan Digital Ltd. and used under license by Go99. Member does not have and will not acquire any license or right to use any of those trademarks.

11.4 Reservation of Rights: All rights not expressly granted by Go99 under these Terms are reserved to Go99.

12. Disclaimers

12.1 General Disclaimer: To the maximum extent permitted by applicable law, Services and all related items (including the Go99 Website, Mobile Apps, the Go99 System and Contract Data) are provided “as is”, “as available” and “with all faults”, and without any representations, warranties, conditions or guarantees of any nature or kind whatsoever, whether express, implied or statutory, or arising from custom or trade usage or by any course of dealing or course of performance, including any representation, warranty, condition or guarantee of or relating to durability, fitness for a particular purpose, merchantability, non-infringement, performance, quality, results, suitability, timeliness, title or workmanlike effort, all of which are hereby disclaimed by Go99 to the fullest extent permitted by applicable law. Member is solely responsible and liable for the selection and use of Services and related items (including the Go99 Website, Mobile Apps, the Go99 System and Contract Data) to achieve Member’s intended results.

12.2 Disclaimer for Contracts of Carriage: For greater certainty, Go99 is not a party to any Contract of Carriage and is not responsible or liable for the performance of any Contract of Carriage. Services do not include shipping, carriage or brokerage services. Go99 is not an agent or broker of any kind, or a carrier, courier, shipper or insurer, or a recipient or consignee of any Load. Go99 is not a partner, employee, agent, franchisor, franchisee, partner or joint venturer of any Registered User.

12.3 Disclaimer for Registered Users: To the maximum extent permitted by applicable law, Go99 is not responsible or liable to Member or any other person for any or omission by or on behalf of any Registered User or their Representatives, including: any Registered User’s use of Services or any information, documents or data (including Contract Data) available through Services; or any Registered User’s performance or failure to perform the Registered User’s obligations under these Terms or any Contract of Carriage. Go99 is not obligated to monitor or verify that any Registered User complies with these terms or any Contract of Carriage. Go99 does not give any representation, warranty, condition or guaranty of any nature or kind whatsoever regarding any Registered User. Member is solely responsible and liable for selecting and dealing with Registered Users and Member does so at Member’s own risk.

12.4 Disclaimer for Service Information/Data: Member is solely responsible and liable for, and bears all risks and liabilities associated with, Member’s selection and use of Service Information/Data, including risks and liabilities relating to the accuracy, completeness, quality, integrity, legality, reliability, suitability and timeliness of Service Information/Data. Go99 does not give any representation, warranty, condition or guarantee of any nature or kind whatsoever regarding Service Information/Data, and disclaims any and all responsibility and liability for Service Information/Data to the fullest extent permitted by law. Go99 is not obligated to review or verify the truth, accuracy, completeness, quality, integrity, legality, reliability, suitability or timeliness of any Service Information/Data, and Go99 is not responsible or liable for any loss, damage or liability arising from, connected with or relating to Member’s use of any Service Information/Data. In this section 12.4, “Service Information/Data” means all information, documents and data (including Profiles, Member Data, Contract Data and Comments/Feedback) available through a Service or provided by or on behalf of a Registered User to or for the benefit of Member or Member’s Representatives.

12.5 Disclaimer re Professional Advice: Services do not include any kind of professional advice, including any legal, financial, accounting or Tax advice. Member is solely responsible and liable for obtaining in a timely manner appropriate advice (including legal and Tax advice) from qualified professionals regarding each Contract of Carriage made or proposed to be made by Member, including the Mandatory Contract Terms and the Standard Terms/Conditions (if applicable) and obligations to collect, withhold, remit or pay any Taxes.

12.6 No Data Storage: Services are not intended to be a secure data storage or data back-up service. Member is solely responsible and liable for retaining and protecting (including by making appropriate back-ups) all Member Data and Contract Data from any and all damage and loss.

12.7 Technology and Security Disclaimer: Member acknowledges that the Go99 Website. Mobile Apps and Services might be affected by circumstances beyond Go99’s control, might not be continuous, uninterrupted or secure, and are subject to limitations, delays and other problems inherent in the use of software, the internet and electronic communications. Go99 is not responsible or liable for any delays, failures or damage or loss resulting from any of those problems. Member acknowledges that security measures (including requiring Authorized Users to use Credentials) used by Go99 might not protect a Go99 System or the security, integrity or confidentiality of data (including Member Data and Contract Data) stored in any Go99 System. Go99 is not responsible or liable for any unauthorized access to, or use, alteration, theft or destruction of, any Go99 System or any data (including Member Data and Contract Data) stored in any Go99 System, whether through accident, fraudulent means or any other method. Go99 is not required to verify the actual identity or authority of any person using Credentials, and Go99 may act on any communication given with the use of Credentials.

12.8 Location Information: Member acknowledges that data regarding the location of a Driver’s motor vehicle (and the Load carried on that motor vehicle) is provided for convenience and informational purposes only, might not be accurate, current or complete, and is not any kind of promise or assurance that the Driver’s motor vehicle (or the Load carried on that motor vehicle) will arrive at the designated location on time or at all.

13. Liability Exclusions/Limitations and Indemnity

13.1 Exclusions/Limitations: Notwithstanding any other provision of these Terms, and to the maximum extent permitted by applicable law:

(a) Exclusions:  Go99 Group’s liability (if any) to Member Group arising from, connected with or relating to these Terms or Services is limited to direct damages suffered by Member only, and in no event and under no circumstances will Go99 Group be liable to Member Group or any other person for any indirect, incidental, consequential, special, punitive or exemplary loss or damage, or any loss of data, loss of information, loss of business, loss of markets, loss of savings, loss of income, loss of profits, loss of use, loss of production or loss of goodwill, anticipated or otherwise;

(b) Limitations: in no event and under no circumstances will Go99 Group’s total aggregate liability to Member Group arising from, connected with or relating to these Terms or to Services ever exceed: if Member is a Carrier, the amount of the fees (if any) actually paid by Member to Go99 for Services in connection with the Contract of Carriage giving rise to the liability; or if Member is not a Carrier, the sum of $10,000; and

(c) Application: this section 13.1 applies to liability under any theory (including contract, tort, strict liability and statutory liability), regardless of any negligence or other fault or wrongdoing (including fundamental breach or gross negligence) by Go99 Group or any person for whom Go99 is responsible, even if other remedies are not available or do not adequately compensate for the loss or damage, even if Go99 Group knows or ought to have known of the possibility of the potential loss or damage being incurred and regardless of whether or not the loss or damage was foreseeable.

13.2 Indemnity: On request by Go99, Member will defend, indemnify and hold harmless Go99 Group from and against any and all claims, complaints, demands, actions, suits and proceedings by any person, including another Go99 customer or a governmental authority (each a “Third Party Claim/Proceeding”) and all resulting liabilities and obligations (including damages, administrative monetary penalties, financial sanctions, settlement payments, expenses and costs, including lawyer’s fees) arising from, connected with or relating to each of the following: the use of any Service by or on behalf of Member Group; any Contract of Carriage made by Member using the Marketplace; any act or omission by or on behalf of Go99 based on any information, instruction or document provided by or on behalf of Member; any negligence, misconduct or breach of these Terms, or any actual or alleged violation of any applicable law or any actual or alleged violation, misappropriation or infringement of any rights (including intellectual property rights) by or on behalf of Member Group; Go99’s remittance of, or failure to deduct, withhold or remit, any Tax in the course of performing Services, whether or not the Tax was correctly or legally imposed or asserted by the applicable governmental authority; and if member is a Carrier, Go99’s collecting to attempting to collect payment of an Undisputed Receivable from a Shipper. Notwithstanding the foregoing in this section 13.2, Go99 Group retains the right to participate (with counsel of their own selection at their sole cost and expense) in the defense of and settlement negotiations relating to any Third Party Claim/Proceeding, and Member will not settle a Third Party Claim/Proceeding without Go99’s express prior written consent.

13.3 Additional Definitions: In this section 13: “Go99 Group” means Go99 and each of Go99’s corporate parents, affiliates and subsidiaries and each of their respective suppliers, service providers, licensors and Representatives; and “Member Group” means Member and each of Member’s corporate parents, affiliates and subsidiaries and each of their respective Representatives and any other person for whom Member is responsible under these Terms or at law.

13.4 Exceptions: The laws in some jurisdictions prohibit or limit the disclaimer of certain warranties and conditions or the exclusion or limitation of certain liabilities, and so the disclaimers and liability exclusions and limitations in these Terms might not apply in all circumstances.

13.5 Acknowledgement: The allocation of risk set out in these Terms is an essential part of the bargain between the Parties, a controlling factor in setting the fees (if any) payable by Member for Services and an inducement to the Parties to enter into these Terms. Member acknowledges that Go99 recommends that Member obtain adequate insurance for the risks of damages, losses and liabilities arising from, connected with or relating to Member’s use of Services and related matters.

14. Term and Termination

14.1 Term: These Terms as they apply to Member will commence when Member submits an application for an Account or otherwise accepts these Terms and will continue in full force and effect until terminated in accordance with these Terms. For greater certainty, these Terms will automatically terminate immediately on termination of Member’s Account.

14.2 Termination by Member:

(a) For Convenience: If Member’s Account has been deactivated by Member or Go99 pursuant to section 2.7 and all Contracts of Carriage (if any) made by Member under these Terms have expired or terminated, then Member may terminate these Terms for Member’s sole convenience effective on seven (7) days’ notice of termination to Go99. For greater certainty, Member may not terminate these Terms pursuant to this section 14.2(a) if any Contract of Carriage is in effect.

(b) For Cause: Member may terminate these Terms as they apply to a specific Contract of Carriage for cause effective immediately on delivery of a termination notice to Go99 if Go99 breaches these Terms as they apply to the specific Contract of Carriage and Go99 has not remedied the breach within thirty (30) days after receipt of a default notice from Member identifying the breach and stating Member’s intention to terminate these Terms as they apply to the specific Contract of Carriage if the breach is not remedied within a thirty (30) day cure period. For greater certainty, Member’s termination of these Terms as they apply to a specific Contract of Carriage pursuant to this section 14.2(b) will not terminate these Terms as they apply to any other Contract of Carriage.

14.3 Termination by Go99:

(a) For Convenience: Go99 may terminate these Terms for Go99’s sole convenience effective on seven (7) days’ notice of termination to Member.

(b) For Cause: Go99 may terminate these Terms as they apply to one or more specific Contracts of Carriage or all Contracts of Carriage, as determined by Go99 in its discretion, for cause effective immediately on delivery of a termination notice to Member if Member breaches these Terms and Member has not remedied the breach within thirty (30) days after receipt of a default notice from Go99 identifying the breach and stating Go99’s intention to terminate these Terms as they apply to one or more specific Contracts of Carriage or all Contracts of Carriage, as determined by Go99 in its discretion, if the breach is not remedied within a thirty (30) day cure period. For greater certainty, Go99’s termination of these Terms as they apply to one or more specific Contracts of Carriage pursuant to this section 14.3(b) will not terminate these Terms as they apply to any other Contract of Carriage.

14.4 Consequences of Termination – Specific Contract of Carriage: On termination of these Terms as they apply to a specific Contract of Carriage: Go99 will no longer be obligated to perform or provide any Services (including the Contract Administration Service and the Payment Administration Service) regarding the Contract of Carriage; Member will immediately pay all amounts due and owing to Go99 in connection with the Contract of Carriage; and each Party will remain responsible and liable for all of the Party’s obligations and liabilities relating to the Contract of Carriage arising prior to the termination of these Terms as they apply to the Contract of Carriage.

14.5 Consequences of Termination – General: On termination of these Terms as they apply to all Contracts of Carriage, and in addition to the consequences set out in section 14.4: Go99 will no longer be obligated to perform or provide any Services for Member; Member will immediately pay all amounts due and owing to Go99 under these Terms; and each Party will remain responsible and liable for all of the Party’s obligations and liabilities arising prior to the termination of these Terms. For greater certainty, the termination of these Terms will not terminate or otherwise affect any Contract of Carriage or any of the rights or obligations of Member under any Contract of Carriage.

14.6 Survival: Notwithstanding any other provision of these Terms, each of sections 3.3(b), 5.4(b), 5.4(c), 5.4(e), 5.4(g), 5.4(h), 5.5(b), 5.5(c), 5.5(e), 5.5(f), 5.6, 6.3, 6.4, 6.5, 6.6, 6.7, 6.8, 6.9, 7.3, 7.4, 7.6, 7.7, 7.9, 7.10, 7.11, 7.12, 7.13, 8.4, 8.5, 9.5, 9.7(b), 11, 12, 13, 14.5, 14.6 and 15, and all other provisions necessary to the interpretation or enforcement of those sections, will survive the termination of these Terms and will remain in full force and effect and be binding on the Parties as applicable.

15. General

15.1 Publicity: Go99 may include Member’s name in any published list or directory of Go99’s customers (including in a list or directory published on the Go99 Website) unless Member gives written notice to Go99 expressly prohibiting that publicity.

15.2 Notices: Unless these Terms expressly state otherwise: Go99 may deliver notices required or permitted under these Terms and other documents (including invoices and payment confirmations) to Member by email or courier delivery to Member’s addresses on record in Member’s Account or by a notification through the Mobile App; and Member will give all notices to Go99 required or permitted under these Terms in writing delivered to Go99 by email to legalnotices@go99.ca. Each Party will ensure that the Party’s email address and related email account is and remains valid and effective throughout the Term.

15.3 Governing Law: These Terms, the subject matter of these Terms and all related matters and all transactions in any way related to the Services will be governed by, and construed in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable in British Columbia, excluding any laws that implement the United Nations Convention on Contracts for the International Sale of Goods and excluding any rules of private international law or the conflict of laws that would lead to the application of the laws of any other jurisdiction. Members agree to submit to the personal and exclusive jurisdiction of the courts of British Columbia, subject only to the provisions of Section 15.5.

15.4 Electronic Communications: Member consents to the use of electronic communications, documents and data by Go99, Member and other Registered Users as contemplated by these Terms. The records created and maintained by or on behalf of Go99 regarding use of Services are, in the absence of clear and compelling evidence to the contrary, conclusive evidence of the use of Services. Member will not to object to the admission of the records (including electronic records) maintained by or on behalf of Go99 as evidence in any legal proceeding on the ground that the records are not originals, are not in writing, are hearsay or are documents containing information extracted from a computer.

15.5 Disputes: All disputes, controversies and claims (including disputes regarding any amounts owing under these Terms) between the Parties arising under, out of, in connection with, or in relation to these Terms or any related matter will be referred to and finally resolved by binding arbitration administered by ICDR Canada in accordance with its Canadian Arbitration Rules. The number of arbitrators will be one. The place of arbitration will be Vancouver, British Columbia. The language of the arbitration will be the English language. If ICDR Canada is not operative, the arbitration will proceed ad hoc and be governed by the Arbitration Act (British Columbia). Notwithstanding the foregoing in this section 12.4, either Party may seek preliminary or temporary injunctive relief and other remedies from the Supreme Court of British Columbia sitting in Vancouver, British Columbia to avoid irreparable harm or to preserve the status quo, and the Parties hereby irrevocably submit and attorn to the original and exclusive jurisdiction of that court in respect of all of those matters and all other matters that are not properly subject to arbitration.

15.6 Interpretation: In these Terms: a reference to “these Terms” refers to these Terms as a whole, and not just to the particular provision in which those words appear; headings are for reference only and do not define, limit or enlarge the scope or meaning of these Terms or any provision of these Terms; words importing the singular number only include the plural and vice versa; reference to a day, month, quarter or year, means a calendar day, calendar week, calendar month, calendar quarter or calendar year, unless expressly stated otherwise; reference to currency is to the lawful money of Canada, unless expressly stated otherwise; “person” includes an individual (natural person), corporation, partnership, joint venture, association, trust, unincorporated organization, society and any other legal entity; “including” or “includes” means including or includes (as applicable) without limitation or restriction; “discretion” mean a person’s sole, absolute and unfettered discretion; and “law” includes common law, equity, statutes and regulations, and reference to a specific statute includes all regulations made under the statute and all amendments to, or replacements of, the statute or any regulation made under the statute in force from time to time.

15.7 Force Majeure: Notwithstanding any other provision of these Terms, Go99 will not be liable for any delay in performing or failure to perform any of Go99’s obligations under these Terms to the extent performance is delayed or prevented due to a cause or circumstance that is beyond Go99’s reasonable control, and any delay or failure of that kind will be deemed not a breach of these Terms by Go99 and the time for Go99’s performance of the affected obligation will be extended by a period that is reasonable in the circumstances.

15.8 Miscellaneous: The Parties are non-exclusive, independent contracting parties, and nothing in these Terms or done pursuant to these Terms will create or be construed to create a partnership, joint venture, agency, employment or other similar relationship between the Parties. These Terms are binding on and will enure to the benefit of each Party and its successors and permitted assigns. Member may not assign these Terms without Go99’s express, prior written consent. Go99 in its discretion may assign these Terms without Member’s consent. If a provision of these Terms is held by a court or arbitrator to be invalid or unenforceable for any reason, then the provision will be deemed severed from these Terms and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of the severance these Terms would fail in their essential purpose. If Go99’s consent or approval is required under these Terms, then Go99 in its discretion may withhold the consent or approval unless these Terms expressly state otherwise. No consent or waiver by Go99 to or of a breach of these Terms by Member will be effective unless in writing and signed by Go99, or will constitute consent to a continuing breach of these terms or any other breach of these Terms. Except as expressly set out in these Terms, Go99’s rights and remedies under these Terms are cumulative and not exclusive of any other rights or remedies to which Go99 may be entitled under these Terms or at law, and Go99 is entitled to pursue all of its rights and remedies concurrently, consecutively and alternatively. The Parties have expressly requested and required that these Terms and all related documents be written in the English language. Les parties conviennent et exigent expressément que ce Contrat et tous les documents qui s’y rapportent soient rédigés en Anglais. If a document relating to these Terms requires the signature of both Parties, then the document may be signed and delivered (including by facsimile transmission or by email in PDF or similar format) in counterparts, and each signed and delivered counterpart will be deemed an original, and both counterparts will together constitute one and the same document. These Terms may not be amended except as expressly set out in these Terms or by a written document that expressly states that it is an amendment to these Terms and is signed by both Parties or their respective successors or permitted assigns.

15.9 Entire Agreement: These Terms together with any applicable Other Agreement and Additional Terms set out the complete agreement between the Parties with respect to the subject matter of these Terms, and supersede all previous communications, representations, negotiations, discussions, agreements or understandings, whether oral or written, with respect to the subject matter of these Terms. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties regarding the subject matter of these Terms other than as expressly set out or referenced in these Terms and applicable Other Agreement and Additional Terms.