INDEPENDENT COURIER AGREEMENT

Please read the agreement carefully as it constitutes a legally binding agreement between you and ShipFlo.

BACKGROUND

ShipFlo operates a crowdsourced delivery platform where independent couriers provide their own vehicles to fulfill delivery tasks. ShipFlo desires to engage the Courier’s services, and the Courier is agreeable to provide such services, all subject to the terms and conditions set forth in this Agreement.

IN CONSIDERATION: of the mutual promises and agreements contained herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

SERVICES PROVIDED: ShipFlo engages the Courier to provide the following services (“Services”):

• Delivery of Packages, Courier & Messenger related Services.

The Services may also encompass additional tasks as agreed upon by both Parties.

TERM OF AGREEMENT: This Agreement shall commence as the courier accepts the terms and conditions to operate the “ShipFlo Agents” App and shall continue indefinitely until terminated as provided herein. Either Party may terminate this Agreement immediately in the event of a material breach by the other Party. Termination shall not relieve either Party from any obligations accrued prior to such termination.

PERFORMANCE: The Parties agree to fulfill their respective obligations under this Agreement promptly and professionally.

CURRENCY: All monetary transactions referenced in this Agreement shall be denominated in Canadian Dollars (CAD),unless otherwise specified.

COMPENSATION: ShipFlo shall remit payments to the Courier’s designated bank account on a weekly basis, every Friday for the preceding week’s services. In the event of termination by ShipFlo prior to completion of Services, the Courier shall be entitled to pro rata payment of Compensation up to the termination date, provided there has been no breach of contract by the Courier.

OWNERSHIP OF INTELLECTUAL PROPERTY: Any Intellectual Property developed or produced under this Agreement shall be the sole property of ShipFlo. The Courier may not use such Intellectual Property for any purpose other than as contracted herein without written consent from ShipFlo.

RETURN OF PROPERTY: Upon termination or expiration of this Agreement, the Courier shall return to ShipFlo any property, documentation, records, or Confidential Information belonging to ShipFlo.

RIGHT OF SUBSTITUTION: The Courier may not engage a third-party subcontractor to perform Services without the prior written consent of ShipFlo.

NO-AUTONOMY: ShipFlo retains control over working time, methods, and decision-making related to the provision of Services. The Courier shall work at the direction of ShipFlo and be responsive to ShipFlo’s reasonable needs and concerns.

EQUIPMENT: The courier shall provide, at its own expense, any necessary equipment or vehicles required to fulfill the Services unless otherwise agreed upon in separate agreements.

NOTICES: All notices or communications required under this Agreement shall be in writing and delivered to the Parties at the addresses provided or to such other address as may be notified in writing.

Courier Responsibility: The courier agrees to indemnify and hold harmless the client [ShipFlo] against any claims, losses, damages, liabilities, and expenses arising from any act or omission, including but not limited to negligence, reckless behavior, or intentional misconduct, resulting in the loss, breakage, or damage of products during transit. The independent courier shall bear full responsibility for compensating [ShipFlo] for any such losses incurred during the transportation of products under this Agreement.

AMENDMENTS: Any amendments or modifications to this Agreement must be made in writing and signed by both Parties.

GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario.

SEVERABILITY: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

WAIVER: The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that
provision or any other provision.

SOCIAL CODE: ShipFlo promotes a positive user experience and expects all Couriers to adhere to a Social Code. Any concerns or issues should be reported to ShipFlo through the designated channels.

REPORTING: Couriers are encouraged to report any concerns or incidents to ShipFlo through feedback@shipflo.com.

AMENDMENTS: ShipFlo reserves the right to update this Agreement as necessary to reflect changes in its operations.