Motion Legal

1. Introduction and acceptance

1.1 Who we are. These Terms of Service (the "Terms") are a binding agreement between you and 2672866 Ontario Ltd., an Ontario corporation carrying on business as Motion and Motion Fuel, with offices at 2000 Argentia Road, Mississauga, Ontario L5N 1P7 ("Motion", "we", "us" or "our").

1.2 What these Terms cover. These Terms govern your access to and use of: (a) our websites, including withmotion.com and motioncard.ca and their subdomains (the "Website"); (b) our web and mobile applications, including the Motion customer portal and the Motion Fleet app (the "Platform"); (c) the Motion Fuel fleet fuel card program and Motion Launch compliance services; and (d) all related content, support and other services we provide (together, the "Services").

1.3 How you accept. You accept these Terms by clicking "I agree" or a similar button, by signing an Order, by creating an account, or by accessing or using any part of the Services. If you do not agree to these Terms, do not use the Services.

1.4 Business use only. The Services are offered only to motor carriers, owner-operators, fleet operators and other businesses for commercial use. We do not offer the Services to individuals for personal, family or household purposes, and you confirm that you are not using them for those purposes. If you use the Services on behalf of a company or other legal entity, you confirm that you have authority to bind that entity to these Terms, and "you" and "Customer" refer to that entity.

1.5 Other agreements and order of precedence. Some Services require additional documents. Motion Fuel requires a signed Fuel Contract, which includes your pre-authorized debit authorization and the security and guarantee terms for your account. Other Services may require a signed Order. Those documents form part of your agreement with us. If they conflict with each other or with these Terms, the following order of precedence applies: (a) a signed Order; (b) the Fuel Contract; (c) these Terms; (d) the Privacy Policy; and (e) any other document incorporated by reference. A conflict exists only where the documents cannot reasonably be read together.

1.6 Privacy. Our Privacy Policy explains how we collect, use and disclose personal information. It forms part of these Terms.

1.7 Key terms. In these Terms:

• "Authorized User" means an employee, driver, contractor or agent of yours whom you permit to access or use the Services under your account.
• "Order" means any order form, application, enrollment form, quote or online sign-up for the Services that we issue or accept in writing. Terms printed on your own purchase orders or similar documents are not part of an Order.
• "Customer Data" means the data, files and information that you or your Authorized Users submit to the Services, or that the Services collect on your behalf, including fuel transaction data, vehicle and driver records, location and telematics data, and compliance documents.
• "Fuel Contract" means the Authorization for Pre-Authorized Debit(s) & Cardlock Agreement that you sign with Motion for Motion Fuel, including its pre-authorized debit, security interest, guarantee and indemnity provisions, together with any Card Issuer terms that apply to your cards.
• "Card Issuer" means the financial institution or payment network partner that issues Motion Fuel cards and processes card transactions.
• "Fuel Purchases" means the amounts payable for fuel and other products and services purchased with your cards, at the prices determined under your Fuel Contract.
• "Pass-Through Charges" means government filing fees, bonds and other third-party charges that we pay or arrange on your behalf and bill to you.

2. The Services

2.1 Motion Fuel. Motion Fuel is a fleet fuel card program. Through Motion Fuel, we arrange for the issuance of fuel cards to approved customers, supply fuel and related products on credit through participating merchant and cardlock locations in Canada and the United States, and provide the Platform to manage cards, drivers, spending controls and transaction reporting. Fuel cards are issued by the Card Issuer, and your account is governed by your Fuel Contract. Section 5 contains additional terms for Motion Fuel.

2.2 Motion Launch. Motion Launch is a compliance platform that helps carriers prepare, file and track trucking registrations and filings. Depending on your plan, this may include business incorporation, CVOR, IFTA, IRP, USDOT and MC operating authority, BOC-3 process agent designation, UCR, CBSA carrier enrollment and renewal tracking. Section 6 contains additional terms for Motion Launch.

2.3 Changes to the Services. We improve the Services continuously and may add or change features, merchant networks and integrations at any time. We may discontinue a Service on at least 30 days' notice, or sooner where the Card Issuer, a network or a provider withdraws it or the law requires. If we permanently discontinue a Service for which you have prepaid, we will refund the prepaid Fees for the unused period.

2.4 Beta features. We may offer features labelled beta, preview, early access or similar ("Beta Services"). Beta Services are provided as is, may contain errors, may be changed or withdrawn at any time, and are excluded from any service commitments or support obligations. You use Beta Services at your own risk.

2.5 Support. We provide customer support during our published business hours by phone at 833-630-8385 and through the Platform. Support levels may vary by plan or Order.

2.6 Availability. We aim to keep the Services available at all times but do not guarantee uninterrupted access. Scheduled maintenance, Card Issuer or merchant network outages, telecommunications failures and events beyond our reasonable control may interrupt the Services.

3. Eligibility and accounts

3.1 Eligibility. To use the Services you must have reached the age of majority in your jurisdiction, be able to enter into a binding contract, and use the Services for business purposes. We may decline to provide Services to anyone at our discretion. Some Services, including Motion Fuel, require identity, business and credit verification before approval.

3.2 Registration information. You must provide accurate, current and complete information when you register, apply for a Service or place an Order, and keep that information up to date. This includes your legal business name, business number, operating authorities, contact details and payment information and, for Motion Fuel, the documents listed in our application checklist, such as articles of incorporation, vehicle ownership records, bank statements and identification for your directors. You authorize us to verify this information with third parties, including credit reporting agencies, government registries and the Card Issuer. Where an owner, director or guarantor must provide personal information for a credit or identity check, that individual's consent is obtained in the Fuel Contract or application form as required by law.

3.3 Account security. You are responsible for keeping your login credentials, card PINs, driver IDs and other access credentials confidential, and for all activity under your account until you notify us that it has been compromised. Notify us immediately by phone at 833-630-8385 or through the Platform if you suspect unauthorized access or use. We may suspend access that we reasonably believe is compromised.

3.4 Authorized Users. You may allow Authorized Users to use the Services under your account. You are responsible for their compliance with these Terms and for everything they do using your account, cards or credentials. Each Authorized User must accept and comply with Sections 7, 8 and 10 before first using the Platform or the Motion Fleet app, and you will ensure that they do. You must promptly remove access for anyone who leaves your organization or should no longer have it, including by deactivating their cards and driver IDs.

3.5 Drivers. Where the Services collect information about your drivers, such as driver IDs, card usage, location data or compliance documents, you are responsible for informing your drivers and obtaining any consent required by law. Section 9 explains your data responsibilities in more detail.

3.6 Administrators. The person who creates your account, or whom you later designate, is your account administrator and may manage users, cards, vehicles and settings. We may rely on instructions from your administrator or from any person we reasonably believe is authorized to act for you.

4. Fees, billing and payment

4.1 Fees and charges. You agree to pay: (a) the fees for the Services set out in your Order, your Fuel Contract, our published pricing or the Platform, such as subscription, platform, per-card, per-transaction and service fees (the "Fees"); (b) Fuel Purchases; and (c) Pass-Through Charges. Fuel Purchases and Pass-Through Charges are payable in addition to Fees. Unless stated otherwise, amounts are in Canadian dollars. Purchases made in the United States may be billed in U.S. dollars as set out in your Fuel Contract.

4.2 Taxes. Fees and charges exclude applicable taxes, including GST/HST, PST and QST, unless stated otherwise. You are responsible for all taxes, duties and levies on your purchases and your use of the Services, other than taxes on our net income. Where we are required to collect taxes, we will add them to your invoice. Fuel Purchases include fuel taxes as charged at the point of sale. You remain responsible for your own IFTA and other fuel tax reporting and payment. Where a Motion Launch plan includes preparing IFTA returns, you remain responsible for the accuracy of the information you provide and for filing deadlines and payments, as described in Section 6.

4.3 Billing and payment. We invoice on the schedule set out in your Order or Fuel Contract, which for fuel card activity may be weekly, every two weeks or monthly. Payment is due in the amount and on the date stated on the invoice. You authorize us to collect all amounts due by pre-authorized debit from the bank account designated in your Fuel Contract, in Canadian or U.S. dollars as invoiced, and to charge any other payment method you designate. You must keep a valid payment method and current banking information on file at all times and notify us in writing at least 30 days before changing your banking information. We may set off any amount you owe us against any amount we owe you, including security deposits, rebates and credits.

4.4 Late payment. Amounts not paid when due bear simple interest at 24% per year (2% per month) from the due date until paid in full, or at any different rate stated in your Order. Unless otherwise agreed in writing, payments are applied first to outstanding interest and then to principal. You are also responsible for returned-payment fees set out in our fee schedule and for all costs of collection, including legal fees, court costs and collection agency charges. We may suspend cards and Services while any amount is overdue.

4.5 Billing disputes. If you believe an invoice or transaction is incorrect, notify us in writing as soon as possible after receiving the invoice and describe the error. We will investigate in good faith and correct any error we confirm. You must pay all undisputed amounts on time. Disputes about a pre-authorized debit itself are subject to the shorter time limits in your Fuel Contract and the payments system rules, and after those limits expire must be resolved directly with us.

4.6 Credit limits and security. Motion Fuel accounts are subject to credit approval. We or the Card Issuer may set, reduce or suspend credit limits, require a security deposit, prepayment or additional security, or change your payment terms at any time based on your payment history, credit information or risk profile. Your Fuel Contract grants us a security interest in your business assets and includes personal guarantees from your directors and shareholders, and those provisions apply in addition to these Terms. Any security deposit or unused prepayment is applied to amounts you owe, and the balance is returned as described in Section 5.8.

4.7 Fee changes. We may change our Fees on at least 30 days' notice by email or through the Platform. Fuel prices are determined by Motion based on market conditions and may change at any time, as your Fuel Contract provides. Card Issuer charges, merchant discounts and government fees are set by third parties and may change without notice. If you do not accept a Fee change, you may terminate the affected Service before the change takes effect. Continued use after that date means you accept the new Fees.

4.8 Refunds. Except as expressly stated in these Terms or your Order, Fees are non-refundable. Fuel Purchases and Pass-Through Charges are not refundable by Motion once incurred.

5. Motion Fuel program terms

5.1 Card issuance. Motion Fuel cards are issued by the Card Issuer and provided to you by Motion under your Fuel Contract, which governs your account in addition to these Terms. Cards remain the property of Motion or the Card Issuer and must be returned to us on demand or when your account ends.

5.2 Card use. Cards may be used only by you and your Authorized Users, only for business purchases of fuel and other permitted products and services for your fleet, and only within the spending controls set on your account. Fuel and other products purchased with your cards are for consumption in your business and may not be resold except in the ordinary course of your business. Cards may not be used for personal purchases, for cash or cash-equivalent products unless enabled on your account, or for any unlawful purpose. As your Fuel Contract provides, you are responsible for all transactions made with your cards, PINs and driver IDs, whether or not you or your Authorized Users made them.

5.3 Spending controls and fraud monitoring. The Platform lets you set purchase limits, product restrictions, time and location controls, and driver and vehicle prompts. We also monitor transactions for suspected fraud and may decline, hold or reverse transactions, suspend cards or contact you for verification when we detect unusual activity. These tools reduce but do not eliminate the risk of misuse. We are not responsible for transactions that our controls or monitoring do not prevent, and we may decline transactions in good faith without liability to you.

5.4 Lost, stolen or compromised cards. You must cancel a card through the Platform, or notify us immediately by phone at 833-630-8385, if a card, PIN or driver ID is lost, stolen or compromised. We will deactivate it as soon as reasonably possible after we receive your notice. As your Fuel Contract provides, you remain responsible for all transactions made with a card until it is deactivated, including transactions made with a stolen or misused card.

5.5 Merchant network and pricing. Cards are accepted at participating fuel stations, truck stops and cardlock locations in Canada and the United States. Participating locations and merchant discounts are set by merchants, network operators and the Card Issuer and may change at any time without notice. We do not guarantee that any location will accept a card, have fuel available or honour a particular discount. The price you pay for each Fuel Purchase is determined by Motion under your Fuel Contract and pricing plan based on market conditions, may change at any time, and may differ from the price posted at the pump. Title to and risk in fuel pass to you when the fuel leaves the nozzle.

5.6 Transaction data. Transaction details, including product, quantity, odometer and location data, are provided as reported by merchants and the Card Issuer. We are not responsible for errors in merchant-reported data, but we will help you dispute them under Section 4.5.

5.7 Credit and account review. Motion Fuel involves an extension of credit. We and the Card Issuer may review your account at any time, obtain credit reports and other information about your business and its guarantors as your Fuel Contract permits, request updated financial or business information, and adjust credit limits, require security or change payment terms as described in Section 4.6.

5.8 Closing your Motion Fuel account. When your Motion Fuel account ends for any reason, all cards are deactivated, all outstanding amounts become due immediately, and you must destroy or return all cards. Any security deposit or unused prepayment is applied to amounts you owe, and the balance is returned to you after all outstanding transactions have cleared and all amounts owing have been paid. The security interest and guarantees in your Fuel Contract continue until everything you owe has been paid.

6. Motion Launch compliance services

6.1 What we do. Motion Launch helps you prepare, submit and track applications, registrations, filings and renewals with government agencies and other authorities, based on information you provide. The filings included in your plan are listed in your Order or the Platform.

6.2 Not legal, tax or accounting advice. Motion is not a law firm, accounting firm, customs broker or insurance broker, and we do not provide legal, tax, accounting or insurance advice. Compliance information in the Services is general information about common obligations. Whether a requirement applies to your business, and how best to meet it, depends on your circumstances. Consult a qualified professional where you need advice.

6.3 Your information and authorization. You are responsible for the accuracy and completeness of all information and documents you provide, and we rely on them without independent verification. You authorize us to act as your agent to prepare and submit filings, communicate with agencies, pay government fees on your behalf and receive correspondence about your filings. You agree to sign any power of attorney, authorization form or agency designation that an authority requires.

6.4 Government decisions, fees and timelines. Government agencies decide whether to approve, deny, delay or revoke registrations and authorities. We do not control their decisions, processing times or fees, and we do not guarantee approval or any particular outcome or timeline. Government fees, bonds, insurance premiums and other third-party charges are your responsibility and are in addition to our Fees unless your Order says otherwise. We may require payment of government fees before we submit a filing.

6.5 Ongoing compliance. Obtaining a registration or authority is only the start. You remain responsible for operating in compliance with all applicable laws, including safety, hours-of-service, insurance, tax and record-keeping requirements, and for meeting renewal, reporting and payment deadlines. Reminders and deadline tracking in the Services are a convenience and do not shift that responsibility to us.

6.6 Insurance and financial responsibility. Where a filing requires proof of insurance or financial responsibility, you must arrange it with your insurer. We do not provide or arrange insurance.

6.7 Records. We may keep copies of filings and supporting documents to provide the Services and as required by law. You should keep your own copies of all filings and confirmations.

7. Mobile apps and connected data

7.1 Connected data sources. Where the Platform lets you connect a third-party telematics, ELD or other data provider, for example to support fraud monitoring or vehicle records, you confirm that you have the right to share that data with us and you authorize us to access it on your behalf through the provider's interfaces. Your relationship with each provider is governed by your agreement with that provider. We are not responsible for the accuracy, availability or security of data while it is in a provider's systems, or for a provider's fees, outages or changes to its interfaces.

7.2 Location data and driver notice. The Motion Fleet app and any provider you connect may collect device or vehicle location data, which may reveal where your drivers are. You are responsible for telling your drivers and other Authorized Users that this data is collected and how it is used, and for obtaining any consent that applicable privacy and employment laws require. You must not use the Services to track any person without a lawful basis.

7.3 Accuracy and reliance. Location, station, price and other data in the Platform and the Motion Fleet app depend on GPS, cellular coverage, device condition and third-party systems, and may be delayed, incomplete or inaccurate. Alerts, including fraud alerts, are decision-support tools. You remain responsible for your purchasing, dispatch, safety and compliance decisions.

7.4 Mobile apps. The Motion Fleet app is licensed, not sold, to you under Section 10 for use on devices you own or control. Your use of the app is also subject to the terms of the app store from which you downloaded it. If you downloaded the app from the Apple App Store, you acknowledge that: (a) these Terms are between you and Motion, not Apple, and Apple is not responsible for the app or its content; (b) your licence is limited to use of the app on Apple-branded devices that you own or control, as permitted by the Usage Rules in the Apple Media Services Terms and Conditions; (c) Apple has no obligation to provide maintenance or support for the app; (d) if the app fails to conform to any applicable warranty, you may notify Apple and Apple will refund any purchase price you paid for the app, and Apple has no other warranty obligation; (e) Motion, not Apple, is responsible for addressing any claims relating to the app, including product liability, regulatory and intellectual property claims; and (f) Apple and its subsidiaries are third-party beneficiaries of these Terms with the right to enforce them against you.

7.5 Devices, updates and data charges. You are responsible for mobile data charges and for keeping your devices and operating systems current. We may require you to install an updated version of the app to keep using it, and older versions may stop working.

7.6 Safe use. Drivers must not interact with the app while operating a vehicle except as permitted by law. Use hands-free features or stop safely first.

8. Acceptable use

8.1 Prohibited conduct. You agree not to do any of the following, and not to allow anyone else to do so through your account:

• use the Services for any unlawful, fraudulent or deceptive purpose, including fuel theft or misrepresenting your business, vehicles, drivers or operations to us, the Card Issuer or any government agency;
• use fuel cards outside the limits in Section 5, or share cards, PINs or login credentials with anyone other than Authorized Users;
• access or attempt to access another customer's account or data, or any part of the Services you are not authorized to use;
• copy, modify, translate, reverse engineer, decompile or create derivative works of the Services, or attempt to discover their source code or underlying algorithms, except to the extent the law prohibits this restriction;
• use robots, scrapers or other automated means to access the Services, or use the Services to build a competing product or service;
• interfere with the security or operation of the Services, including by introducing malicious code, probing for vulnerabilities, or bypassing authentication, spending controls or rate limits;
• upload content that is unlawful, infringing, defamatory or harmful, or that contains personal information you have no right to share;
• resell, sublicense, rent or provide the Services to third parties except as expressly permitted in an Order;
• remove or alter any proprietary notices or branding in the Services; or
• use the Services in a way that violates sanctions, export control, anti-money-laundering or anti-corruption laws.

8.2 Enforcement. We may investigate suspected violations, remove content, suspend or terminate access, and report unlawful activity to the Card Issuer, law enforcement or regulators.

9. Customer data, privacy and consents

9.1 Your ownership. You own your Customer Data. You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit and display Customer Data as needed to provide, maintain, secure and improve the Services, to comply with law, and as otherwise permitted by these Terms and our Privacy Policy.

9.2 Your responsibilities. You are responsible for the accuracy and legality of Customer Data and for having the rights and consents needed to provide it to us. Where Customer Data includes personal information about your drivers, employees, contractors, owners or guarantors, you confirm that you have given those individuals the notices, and obtained the consents, that applicable privacy laws require, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy laws, for the collection, use and disclosure described in these Terms and our Privacy Policy.

9.3 Personal information. We collect, use and disclose personal information as described in our Privacy Policy. When we process personal information on your behalf, such as driver records, we do so as your service provider and in accordance with these Terms.

9.4 Sharing with partners. To provide the Services we share Customer Data with the Card Issuer, merchant and fuel networks, telematics providers you connect, government agencies to which you ask us to submit filings, payment processors, credit reporting agencies and our service providers, such as cloud hosting providers. These parties may be located in Canada, the United States or elsewhere, and your data may be stored and processed in those jurisdictions and be subject to their laws.

9.5 Aggregated and de-identified data. We may create and use aggregated or de-identified data derived from Customer Data and use of the Services, such as fuel price trends, network statistics and fraud patterns, to operate, analyze and improve the Services and to produce benchmarking and industry insights, provided that the data does not identify you, your drivers or any other individual.

9.6 Security. We maintain administrative, technical and physical safeguards designed to protect Customer Data in a manner appropriate to its sensitivity, including encryption in transit, access controls and monitoring. No system is completely secure, and you must also protect your own credentials, devices and systems. If we become aware of a breach of our security safeguards affecting your Customer Data, we will notify you without undue delay and as required by law.

9.7 Retention and export. During the term you may access and export your Customer Data using the Platform's reporting and export features. After termination we will make your Customer Data available for export for a reasonable period on request, after which we may delete it. We may keep Customer Data for longer where required by law, including retention periods that tax laws require, for audit, fraud prevention and dispute resolution, and in routine backups until those backups are overwritten.

9.8 Legal requests. We may disclose Customer Data where required by law, court order or a government request, or where we reasonably believe disclosure is necessary to prevent fraud or protect the rights or safety of Motion, our customers or the public. Where the law allows, we will tell you about such requests.

10. Intellectual property

10.1 Our ownership. The Services, including the Website, Platform, mobile apps, software, APIs, designs, text, graphics, data compilations, documentation and all improvements to them, are owned by Motion or its licensors and are protected by copyright, trademark and other intellectual property laws. Except for the limited rights expressly granted in these Terms, we reserve all rights in the Services.

10.2 Your licence. Subject to these Terms and payment of the applicable Fees, we grant you a limited, non-exclusive, non-transferable, revocable licence during the term to access and use the Services, and to install and use the Motion Fleet app on devices you own or control, solely for your internal business purposes.

10.3 Trademarks. Motion, Motion Fuel, Motion Launch, Motion Fleet and our logos are trademarks of Motion. Fuel brand, network and partner names and logos are trademarks of their respective owners and are used only to identify participating locations and partners; their use does not imply endorsement. You may not use our trademarks without our prior written consent, except to identify yourself accurately as a Motion customer. You agree that we may identify you as a customer, including by using your name and logo on our Website and in marketing materials, unless you ask us in writing not to.

10.4 Feedback. If you give us suggestions, ideas or other feedback about the Services, we may use them without restriction and without compensation to you.

10.5 Copyright complaints. If you believe that content on the Services infringes your copyright, contact us using the details in Section 21 and describe the content and your claim.

11. Third-party services and links

11.1 Third-party services. The Services depend on and work with services provided by third parties, including the Card Issuer and payment networks, fuel merchants and cardlock networks, telematics and ELD providers, government agencies and their online portals, payment processors and banks, and cloud hosting providers. We do not control these parties. Their acts, omissions, outages, fees, data and decisions are not our responsibility except where these Terms expressly say otherwise, and your use of their services may be subject to their own terms.

11.2 Integrations. Where the Services let you connect third-party software, such as accounting, dispatch or telematics systems, you authorize us to exchange Customer Data with those systems as directed by your configuration. We may change or discontinue an integration if the third party changes or withdraws its interface.

11.3 Links. The Website may link to third-party websites and resources for your convenience. We do not endorse them and are not responsible for their content, privacy practices or availability.

12. Electronic communications and notices

12.1 Electronic delivery. You agree that we may provide notices, invoices, statements, agreements, disclosures and other communications electronically, by email to the address on your account, through the Platform, or by text message to a mobile number you provide. Electronic communications satisfy any legal requirement that a communication be in writing. A notice is deemed received when sent by email or text message, when posted in the Platform, when delivered by hand or courier, or five business days after mailing. Keep your contact information current. A notice sent to the email address on your account is effective even if you no longer monitor that address.

12.2 Electronic signatures. Clicking to accept, typing your name, or using another electronic signature method we offer has the same legal effect as a handwritten signature.

12.3 Service and marketing messages. We send messages needed to operate your account, such as transaction alerts, fraud alerts, billing notices and security notices. These are not optional while you have an account. With your consent, or where Canada's Anti-Spam Legislation otherwise permits, we may also send commercial electronic messages about products, services, promotions and industry updates. You may unsubscribe from marketing messages at any time using the link in the message or by contacting us. Unsubscribing does not stop service messages.

12.4 Text messages. If you or your Authorized Users opt in to text message alerts, message and data rates may apply and message frequency varies. Reply STOP to any message to opt out.

12.5 Call recording. We may monitor or record calls with our support and sales teams for quality, training and record-keeping purposes, and will tell you at the start of a call where the law requires.

12.6 Notices to us. Legal notices to Motion must be in writing and sent to the address in Section 21, marked to the attention of Legal, with a copy by email.

13. Confidentiality

13.1 Confidential Information. "Confidential Information" means non-public information that one party discloses to the other in connection with the Services and that is marked confidential or would reasonably be understood to be confidential. Your Confidential Information includes Customer Data. Our Confidential Information includes non-public pricing, the Platform's software and architecture, our security practices and fraud detection methods, and our product plans. Confidential Information does not include information that is or becomes public through no fault of the recipient, that the recipient already knew, that the recipient develops independently, or that the recipient rightfully receives from a third party without a duty of confidentiality.

13.2 Obligations. Each party will use the other's Confidential Information only to perform under these Terms, protect it with at least reasonable care, and share it only with employees, advisors, service providers and, in our case, partners such as the Card Issuer who need to know it and are bound by confidentiality obligations at least as protective as these, or otherwise as Section 9 permits for Customer Data. A party may disclose Confidential Information when required by law or court order, after giving the other party reasonable notice where the law permits.

13.3 Duration. These obligations apply during the term and for three years after it ends. Obligations relating to Customer Data and trade secrets continue for as long as the information remains confidential.

14. Term, suspension and termination

14.1 Term. These Terms apply from the time you first accept them or use the Services and continue until terminated under this Section. Each Order has the term stated in it. Unless your Order says otherwise, subscriptions renew automatically for successive periods equal to the initial term unless either party gives notice of non-renewal at least 30 days before the renewal date.

14.2 Termination by you. You may stop using the Website at any time. You may terminate your account or any Service by giving us notice through the Platform or in writing. Termination takes effect at the end of the current Order term or, for a Service with no Order term, at the end of the current billing period, unless your Order or Fuel Contract provides otherwise. You remain responsible for Fees incurred before termination and for any early termination fee stated in your Order.

14.3 Suspension by us. We may suspend your access to all or part of the Services, deactivate cards or hold transactions, with notice where practicable, if: (a) any amount you owe is overdue; (b) we reasonably suspect fraud, unauthorized use, a security incident or a violation of Section 8; (c) your credit risk changes materially or the Card Issuer requires it; (d) the law or a government authority requires it; or (e) continued provision would harm the Services or other customers. We will lift the suspension once the issue is resolved to our reasonable satisfaction, unless we terminate under Section 14.4. Fees continue to accrue during a suspension, and we are not liable for losses resulting from a suspension made in good faith.

14.4 Termination by us. We may terminate these Terms or any Service: (a) for convenience on at least 30 days' notice, in which case we will refund any prepaid Fees for the unused period; (b) on notice if you materially breach these Terms and the breach remains uncured 10 days after we notify you, or immediately if the breach cannot be cured, such as fraud; (c) immediately if you become insolvent or bankrupt, are placed in receivership or cease operating; or (d) immediately if the Card Issuer terminates or suspends your card program.

14.5 Effect of termination. When these Terms or a Service end: (a) your right to use the affected Services ends and related cards are deactivated; (b) all outstanding amounts, including transactions that post after termination, become immediately due; (c) you must stop using and delete the related mobile apps; (d) Section 9.7 governs the export and deletion of Customer Data; and (e) any provision that by its nature should survive, including Sections 4 (for amounts owing), 5.8, 9.1, 9.5, 9.7, 9.8, 10, 12, 13, 15, 16, 17, 18, 20 and 21, survives.

15. Disclaimers

15.1 As is. Except as expressly stated in these Terms or an Order, the Services are provided "as is" and "as available". To the fullest extent permitted by law, Motion, its licensors, the Card Issuer and our other partners disclaim all warranties, conditions and representations, whether express, implied, statutory or otherwise, including implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title and non-infringement, and any arising from course of dealing or usage of trade.

15.2 No guarantee of results. We do not warrant that the Services will be uninterrupted, timely, secure or error-free; that fuel, pricing or discounts will be available at any location; that any filing will be approved or processed within any timeframe; that fraud monitoring will detect or prevent any particular transaction; or that data supplied by merchants, the Card Issuer, telematics providers or government agencies will be accurate or complete.

15.3 Not professional advice. Content and tools in the Services, including compliance information, fuel savings estimates, station and pricing information, and alerts, are provided for general information and are not legal, tax, accounting, insurance, safety or financial advice.

15.4 Your responsibilities. You are responsible for your use of the Services, your compliance with applicable laws, your business decisions, and the conduct of your drivers and other Authorized Users.

15.5 Non-excludable rights. Some jurisdictions do not allow certain warranties or conditions to be excluded. Nothing in these Terms excludes a warranty, condition or right that applicable law does not allow to be excluded. In that case, the exclusions in this Section apply to the maximum extent the law permits.

16. Limitation of liability

16.1 Excluded damages. To the fullest extent permitted by law, Motion and its affiliates, directors, officers, employees, agents, licensors and partners, including the Card Issuer (together, the "Motion Parties"), will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill, data or anticipated savings, or for the cost of substitute services, arising out of or relating to these Terms or the Services, even if advised of the possibility of such damages.

16.2 Liability cap. To the fullest extent permitted by law, the total aggregate liability of the Motion Parties for all claims arising out of or relating to these Terms or the Services will not exceed the Fees you paid to Motion for the Service giving rise to the claim in the 12 months before the event giving rise to liability, excluding Fuel Purchases and Pass-Through Charges.

16.3 Exceptions. The exclusions and cap in this Section do not apply to: (a) your obligation to pay Fees and other amounts owing; (b) your indemnification obligations under Section 17; (c) a party's fraud, gross negligence or wilful misconduct; or (d) any liability that cannot be limited or excluded under applicable law.

16.4 Allocation of risk. You acknowledge that the Fees reflect this allocation of risk and that we would not provide the Services on these terms without these limitations.

16.5 Time limit for claims. You acknowledge that these Terms are a business agreement within the meaning of the Limitations Act, 2002 (Ontario) and that this Section varies the limitation period that would otherwise apply. To the extent permitted by law, any claim you have arising out of or relating to these Terms or the Services must be commenced within one year after the day you discovered, or ought reasonably to have discovered, the facts giving rise to the claim, or it is permanently barred. The time during which the parties are attempting to resolve a dispute under Section 18.2 does not count toward this period.

17. Indemnification

17.1 Your indemnity. You will defend, indemnify and hold harmless the Motion Parties from and against all claims, demands, losses, damages, liabilities, fines, penalties, costs and expenses, including reasonable legal fees, arising out of or relating to: (a) your or your Authorized Users' use of the Services or fuel cards, including all transactions made with your cards; (b) Customer Data, including any claim that it infringes or violates a third party's rights or that you lacked the consents required under Section 9; (c) your breach of these Terms, an Order or your Fuel Contract; (d) your violation of any law, including transportation safety, tax, privacy and employment laws; (e) inaccurate or incomplete information you provide for filings, or your failure to remain in compliance after a filing; (f) claims by your drivers, employees, contractors or customers; and (g) the operation of your vehicles, including accidents, cargo loss and personal injury.

17.2 Our indemnity. We will defend you against any third-party claim that the Platform, as provided by us and used in accordance with these Terms, infringes a Canadian or United States copyright or trademark or misappropriates a trade secret, and we will pay the damages and costs finally awarded against you or agreed in a settlement we approve. This does not apply to claims arising from Customer Data, third-party services, modifications we did not make, or use of the Platform in combination with items we did not provide. If the Platform is or may become subject to such a claim, we may modify it, obtain a licence for it, or terminate the affected Service and refund prepaid Fees for the unused period. Subject to Section 16, this Section states our entire liability for infringement claims.

17.3 Procedure. The party seeking indemnification must notify the other party promptly of the claim and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party controls the defence and settlement, except that Motion may elect to control the defence of any claim brought against a Motion Party, at your expense, where the claim involves a government authority, the Card Issuer or a payment network, or could affect other customers. No settlement may impose obligations on the indemnified party, other than payment covered by the indemnity, without its consent.

18. Governing law and dispute resolution

18.1 Governing law. These Terms, and any dispute or claim arising out of or relating to them or the Services, are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Talk to us first. Before starting a court proceeding, you agree to contact us using the details in Section 21 and to work with us in good faith for at least 30 days to resolve the dispute. Most issues can be resolved this way. This period does not count toward the time limit in Section 16.5.

18.3 Courts. Each party irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario sitting in Brampton, Ontario, and agrees that any proceeding arising out of or relating to these Terms or the Services will be brought in those courts. Despite this, we may seek injunctive or other equitable relief, enforce a judgment, or collect amounts you owe in any court that has jurisdiction.

18.4 Individual claims only. To the fullest extent permitted by law, you agree to bring claims against the Motion Parties only in your individual capacity and not as a plaintiff or class member in any class, consolidated or representative proceeding.

18.5 Equitable relief. You acknowledge that a breach of Section 8, 10 or 13 may cause us harm that damages alone cannot remedy, and that in addition to any other remedy we may seek injunctive or other equitable relief for such a breach.

19. Changes to these Terms

19.1 Updates. We may update these Terms from time to time, for example to reflect new Services, legal requirements or changes in our business. When we do, we will post the updated Terms on the Website and change the "Last updated" date at the top.

19.2 Notice of material changes. If a change materially reduces your rights or increases your obligations, we will give you at least 30 days' notice by email or through the Platform before it takes effect, unless a shorter period is required by law or is necessary to address a security, fraud or legal issue.

19.3 Acceptance. Your continued use of the Services after updated Terms take effect means you accept them. If you do not agree, stop using the Services and, if applicable, give us notice of termination before the effective date. In that case your termination takes effect on the date the change would have taken effect, despite Section 14.2. Changes do not apply to disputes that arose before their effective date.

20. General provisions

20.1 Entire agreement. These Terms, together with our Privacy Policy, your Orders, your Fuel Contract and any other document expressly incorporated by reference, are the entire agreement between you and Motion about the Services. They supersede all prior or contemporaneous agreements, proposals and communications on the subject. Terms printed on your own purchase orders or similar documents do not apply, and Section 1.5 governs any conflict between the documents that make up this agreement.

20.2 Assignment. You may not assign or transfer these Terms or any Order, including by merger, change of control or operation of law, without our prior written consent. We may assign these Terms to an affiliate or to a successor in connection with a merger, acquisition, financing or sale of assets. We may use subcontractors to perform the Services and remain responsible for their performance.

20.3 Force majeure. Neither party is liable for delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemic, war, terrorism, civil unrest, labour disputes, government action, failures of the Card Issuer, payment networks, telecommunications or power, cyberattacks, and fuel supply disruptions.

20.4 Severability. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in full force.

20.5 Waiver. A party's failure or delay in enforcing any right is not a waiver of that right. A waiver is effective only if it is in writing.

20.6 Relationship of the parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, franchise, fiduciary or employment relationship. We act as your agent only to the limited extent described in Section 6.3.

20.7 Third-party beneficiaries. Except for the Motion Parties under Sections 15, 16 and 17 and Apple under Section 7.4, no third party has rights under these Terms.

20.8 Sanctions. You confirm that neither you nor any of your owners is located in a country subject to comprehensive Canadian or United States sanctions or is listed on any Canadian or United States sanctions or denied-party list.

20.9 Interpretation. Headings are for convenience only. "Including" means "including without limitation". References to laws include their regulations and any amendments or replacements.

20.10 Language. These Terms have been drawn up in English at the express wish of the parties. Les parties ont expressément demandé que les présentes conditions et tous les documents qui s'y rattachent soient rédigés en anglais.

21. Contact us

Questions about these Terms, billing disputes under Section 4.5, copyright complaints under Section 10.5 and legal notices under Section 12.6 should be directed to:

2672866 Ontario Ltd. (Motion)
Attention: Legal
2000 Argentia Road
Mississauga, Ontario L5N 1P7
Canada

Phone: 833-630-8385
Email: [email protected]

To report a lost, stolen or compromised card, or suspected fraud, call 833-630-8385 or use the Platform.