Terms of Service

Clean Freight Consultants Inc. DBA CleanFreight

Last updated: November 4, 2026

These Terms of Service ("Terms") govern your access to and use of the CleanFreight platform, website, and related services (collectively, the "Service") provided by Clean Freight Consultants Inc., operating as CleanFreight ("Company," "we," "us," or "our"). By accessing or using the Service, you ("Customer," "you," or "your") agree to be bound by these Terms.

1. Definitions

"Authorized Users" means individuals whom Customer permits to access and use the Service under Customer's account.

"Customer Data" means any data, including telematics data, fleet information, vehicle data, emissions data, and other information that Customer or its Authorized Users upload, transmit, or make available through the Service.

"Documentation" means the user guides, help articles, and other technical documentation made available by the Company describing the features and functionality of the Service.

"Subscription Term" means the period during which Customer has agreed to subscribe to the Service, as specified in the applicable order or subscription agreement.

2. The Service; Informational Use Only

The Service is a fleet performance and emissions intelligence platform that connects to third-party telematics providers and processes vehicle data to generate reports, analytics, and insights. The Service is provided for informational and reporting purposes only. The Company does not guarantee the accuracy, completeness, or reliability of any data, calculations, or reports generated by the Service. Emissions calculations are based on industry-standard methodologies (including SmartWay and GLEC frameworks) but should not be relied upon as the sole basis for regulatory compliance, financial decisions, or legal obligations. Customer is responsible for independently verifying any data or reports before relying on them for any purpose.

3. Accounts, Credentials, and Customer Responsibilities

To access the Service, Customer must create an account and provide accurate, complete registration information. Customer is responsible for: (a) maintaining the confidentiality of account credentials; (b) all activities that occur under its account; (c) ensuring that all Authorized Users comply with these Terms; and (d) promptly notifying the Company of any unauthorized access to or use of the account. The Company reserves the right to suspend or terminate accounts that violate these Terms.

4. Acceptable Use

Customer agrees to use the Service only for lawful purposes and in accordance with these Terms. Customer shall not: (a) use the Service to violate any applicable law or regulation; (b) attempt to gain unauthorized access to the Service or its related systems; (c) interfere with or disrupt the integrity or performance of the Service; (d) reverse-engineer, decompile, or disassemble any portion of the Service; (e) use the Service to transmit malicious code or conduct denial-of-service attacks; or (f) resell, sublicense, or redistribute the Service without prior written consent.

5. Third-Party Services; Telematics Data

The Service integrates with third-party telematics providers (such as Geotab, Samsara, Motive, and ISAAC) to retrieve vehicle and fleet data. Customer acknowledges that: (a) Customer is responsible for maintaining valid accounts and API credentials with its telematics providers; (b) the availability, accuracy, and completeness of telematics data depends on the third-party provider; (c) the Company is not responsible for any errors, delays, or interruptions in data from third-party providers; and (d) Customer's use of third-party services is subject to those providers' own terms and conditions.

6. Fees and Payment

Customer agrees to pay all fees associated with its selected subscription plan. Fees are billed in Canadian Dollars (CAD) and are due in accordance with the billing cycle specified at the time of subscription. All fees are non-refundable unless otherwise stated. The Company reserves the right to change pricing upon reasonable notice. Failure to pay fees when due may result in suspension or termination of access to the Service.

7. Intellectual Property

The Service, including its software, algorithms, user interface, documentation, and all related intellectual property, is and remains the exclusive property of the Company. These Terms do not grant Customer any ownership rights in the Service. Customer retains ownership of its Customer Data. By using the Service, Customer grants the Company a limited, non-exclusive license to use Customer Data solely for the purpose of providing and improving the Service.

8. Confidentiality

Each party agrees to maintain the confidentiality of the other party's confidential information and not to disclose it to any third party without prior written consent, except as required by law. Confidential information includes, but is not limited to, business plans, technical data, customer lists, pricing information, and any information marked as confidential. This obligation survives termination of these Terms for a period of three (3) years.

9. Security

The Company implements commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data from unauthorized access, use, or disclosure. However, no method of electronic transmission or storage is completely secure, and the Company cannot guarantee absolute security. Customer is responsible for implementing appropriate security measures for its own systems and account credentials.

10. Term; Suspension; Termination

These Terms are effective as of the date Customer first accesses the Service and continue until terminated. Customer may cancel its subscription at any time in the Service; cancellation takes effect at the end of the current paid billing period, Customer keeps access until then, and fees already paid are not refunded. The Company may terminate these Terms upon thirty (30) days' written notice. The Company may suspend or terminate Customer's access immediately if: (a) Customer breaches these Terms; (b) Customer fails to pay fees when due; or (c) continued provision of the Service would violate applicable law. When the subscription ends or these Terms are terminated, Customer's right to access the Service ceases, and the Company retains Customer Data for ninety (90) days, including to allow for data export, and then deletes it.

11. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. CUSTOMER USES THE SERVICE AT ITS OWN RISK.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY. THE COMPANY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO THE COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Indemnification

Customer agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to: (a) Customer's use of the Service; (b) Customer's breach of these Terms; (c) Customer's violation of any applicable law or regulation; or (d) any dispute between Customer and a third party related to the Service.

14. Governing Law; Venue

These Terms shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law principles. Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts located in Calgary, Alberta, Canada.

15. General

Entire Agreement. These Terms, together with any applicable order or subscription agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements and understandings.

Amendments. The Company may update these Terms from time to time. Material changes will be communicated through the Service or via email. Continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

Assignment. Customer may not assign these Terms without the Company's prior written consent. The Company may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Waiver. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.

Force Majeure. Neither party shall be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, or government actions.