These Terms & Conditions and agreed upon pricing documents apply to all transportation services
(the “Services”) provided by CARRIER to Smart Tech Logistics (hereafter “BROKER”) and its Shippers. These Terms & Conditions shall
constitute the entire agreement between the parties and no other tariff provisions shall apply to the Services provided by
CARRIER to BROKER under these Terms & Conditions. Performance of any work by CARRIER for BROKER shall
constitute acceptance by CARRIER of these Terms & Conditions. BROKER objects to any terms proposed in CARRIER’s
acknowledgment or other form of acceptance of BROKER’s offer to perform services which add to, vary from, or conflict
with these Terms & Conditions. Any such terms proposed by CARRIER shall be void and these Terms & Conditions shall
constitute the complete and exclusive statement of the terms and conditions between CARRIER and BROKER. These
Terms & Conditions may be modified only by a written instrument executed by authorized representatives of both parties.


A. BROKER shall pay CARRIER for the Services provided by CARRIER under these Terms & Conditions at the rates and
charges as agreed between the parties.
B. CARRIER shall invoice by the load. BROKER requires submittal of a bill of lading and/or proof of delivery with invoice
as a condition of payment. Payment of invoices shall be made by BROKER within  (90) to (120) days of their receipt from
C. Except as otherwise provided in these Terms & Conditions, all lawsuits concerning disputed invoices, shall be
commenced in the Superior Court of Quebec,

D. In the event that CARRIER accepts and provides Services to BROKER before reaching an agreement with BROKER on
pricing, BROKER agrees to pay CARRIER the last pricing quoted by BROKER to CARRIER for that load or, in the event
that no pricing has been provided by BROKER, BROKER agrees to pay for CARRIER’s

Services based on BROKER’s
standard pricing model.


A. General.
(1) Prompt Service. CARRIER shall promptly and efficiently receive, transport with reasonable dispatch, and deliver safely
the goods entrusted to it hereunder, whether received from SHIPPER or SHIPPER’s agents.
(2) Delay; Accidents. CARRIER shall notify BROKER of any accidents, spills, theft, hijacking, or other events which impair
the safe and prompt delivery of CARRIER’s goods in its control.

(3) Carrier, for itself and on behalf of all approved agents and subcontractors, waives any lien which may exist against Goods. Carrier shall not withhold delivery of Goods due to any dispute with Smart Tech Logistics, a shipper, a consignee, or any other party.

B. Receipts, Bills of Lading and Load Sheets

(1) Bill of Lading, Receipt or Load Sheet. Each shipment received by CARRIER shall be evidenced by a bill of lading,
SHIPPER’s load sheet or receipt in a form agreed to by the parties, signed by SHIPPER and CARRIER, showing the kind,
quantity and condition of commodities received by CARRIER. Such bill of lading, load sheet, or receipt shall be evidence of
receipt of such commodities by CARRIER in apparent good order and condition or as may be otherwise noted on the face of
such receipt.

(2) Delivery Receipt. Except as otherwise provided in an Exhibit, CARRIER shall obtain an acknowledgment of delivery
for all shipments by notation on the bill of lading or a delivery receipt, signed and dated by the consignee.

(3) Period of Carrier Responsibility for Freight Tendered. CARRIER’s duties and responsibilities under these Terms &
Conditions shall commence when SHIPPER tenders possession and control of SHIPPER’s property to CARRIER, and shall
end when CARRIER arrives at the intended shipment destination when CARRIER is not unloading or, as applicable,
completes the unloading of CARRIER’s trailer at the intended shipment destination.

(4) Conflict Between These Terms & Conditions and Bills of Lading. The parties agree that the bill of lading, load sheet, or
another form of receipt shall be used solely as a receipt for shipment and to identify the kind and quantity of goods, place of
pickup and delivery, shipper, and consignee, and other information as required by SHIPPER. The terms and conditions stated
herein shall govern the rights and obligations of the parties hereto.

C. Insurance Requirements.

Carrier warrants that it presently maintains policies of insurance as follows: (i) cargo insurance with minimum limits of
liability of $100,000 per occurrence; (ii) automobile liability insurance with minimum limits of liability of $1,000,000
the single combined limit for bodily injury and property damage; (iii) comprehensive general liability with contractual liability
insurance with minimum limits of liability of $1,000,000 per occurrence; (iv) worker’s compensation insurance with
minimum limits as may be required by statute; and (v) any other insurance required by the Department of Transportation or
any other federal, state or local regulatory agency. CARRIER’s insurance shall be primary for all liabilities assumed by
CARRIER under these Terms & Conditions.


(1) Acceptance by Carrier of a load offered by Smart Tech Logistics will constitute Carrier’s recognition that the shipper of the load is a customer of Smart Tech Logistics.

(2) Carrier agrees not to solicit, arrange for, or accept, directly or indirectly, loads from Smart Tech Logistics customers from anyone other than Smart Tech Logistics.

(3)In the event of a breach of this provision, Smart Tech Logistics will be entitled to a commission of 25% of the gross transportation revenue received by Carrier from Smart Tech Logistics customer for a period of one (1) year after the last shipment subject to these Rules is delivered.


(1) Under no circumstances shall CARRIER broker any load tendered to it by BROKER and/or SHIPPER to any other
motor carrier, or broker, without the express, written consent of BROKER.

(2) In the event CARRIER violates this section, and CARRIER shall forfeit
any right it may have to payment on that particular load. Additionally, CARRIER shall assume the liabilities of the motor
carrier as if CARRIER had moved the load with their own equipment under these Terms & Conditions.


  1. Carrier Liability. CARRIER shall be liable to SHIPPER for all loss and damage to SHIPPER’s goods occurring while
    such goods are in the possession and control of CARRIER. Liability, if any, for such losses and damages to SHIPPER shall
    be borne solely by CARRIER; BROKER shall have no such liability.
  2. Claims; Processing. Claims shall be processed and disposed of by CARRIER in a reasonably timely fashion. In the event
    a claim is denied, CARRIER shall state a lawful reason for declining to accept responsibility for the claim, and shall be
    stated by the CARRIER, not its insurer.


Shall indemnify and defend BROKER, BROKER’s Shippers, their affiliated and associated
companies, and their respective agents, officers, directors, and employees from and against any liability, loss, cost, claims,
and expenses, including attorneys’ fees and costs of defense, arising out of the negligent and intentional acts and omissions
of CARRIER, its third party contractors, agents or employees.

It is understood and agreed between the parties hereto that BROKER
shall be free to tender freight for transportation to carriers other than CARRIER and that CARRIER shall be free to accept
freight for transportation from brokers other than BROKER.

To the extent not governed by the Interstate Commerce Act or other applicable federal statutes,
the laws of the province of Quebec shall govern the validity, construction and performance of these Terms & Conditions. All
controversies, claims, actions, suits or proceedings arising hereunder shall be brought in the Superior Court of Quebec.

A. Terms & Conditions if caused by riot, war, Act of God, governmental order or regulation, or other similar contingency
beyond the reasonable control of the respective parties.

B. The party claiming force majeure shall notify the other party within twentyfour (24) hours of when it learns of the
existence of such a condition and shall similarly notify the other within a period of two (2) working days after the condition
is remedied. However, if such condition of force majeure is not remedied within 20 days, the unaffected party shall have the
right to terminate any obligations created by these Terms & Conditions upon notice to the other party.

These Terms & Conditions represents the entire understanding of the
parties with respect to the subject matter herein and cannot be amended except in writing signed by both parties. All prior discussions, understandings, negotiations and Agreements regarding the subject matter herein, are merged herein.

Except as otherwise expressly provided in these Terms & Conditions, in no event will
either party be liable to the other for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive