Terms and Conditions

Entity: The GridOps Technologies Inc. ("GridOps," "we," "us")

User: The Fleet and Transportation Operator ("Provider," "you")

1. THE AGREEMENT

This Terms of Service ("ToS") is a binding contract that outlines the general rules for using the GridOps Platform.

Your specific commercial relationship with GridOps is governed by a separate, signed Customer Agreement ("Primary Contract") that details your fees, term, and other commercial terms. This ToS is incorporated by reference into that Primary Contract. In the event of any conflict, the terms of your signed Primary Contract shall control.

By creating an account or accessing the GridOps Platform (the "OS"), you agree to these ToS and the terms of your Primary Contract. If you are acting on behalf of a company, you represent you have the authority to bind them.

2. THE SERVICE

2.1 The Platform GridOps provides a cloud-based Operating System for charter bus management, which includes tools for automated quoting, dispatch, fleet management, and integrated financial processing.

2.2 Service Evolution The Platform is designed for continuous improvement and rapid iteration. Features, interfaces, and performance may change. GridOps will use commercially reasonable efforts to maintain service availability.

3. FEES, BILLING & PAYMENTS

3.1 Governing Commercial Terms All fees, including Subscription, Usage, and Transaction Fees, are defined exclusively in your signed Primary Contract. Please refer to that document for your specific pricing.

3.2 Billing Cycle All fees are charged in arrears. An invoice for the prior month's activity will be issued and automatically charged to your designated payment method on file on the 3rd calendar day of each month (or the next business day if the 3rd falls on a weekend/holiday). Overdue payments may result in service suspension.

3.3 Financial Processing Payments are facilitated through integrated third-party payment gateways, such as Stripe Connect. You are responsible for complying with the applicable gateway's terms of service (e.g., the Stripe Connected Account Agreement). GridOps is not a bank or money transmitter. We facilitate payment processing but do not hold your funds. GridOps reserves the right to add, change, or utilize multiple payment gateway partners.

3.4 Pricing Adjustments GridOps reserves the right to adjust its standard fee structure. We will provide you with at least thirty (30) days' written notice of any change to the standard fees before it takes effect. Any fee changes specific to your account will be handled as an amendment to your Primary Contract.

4. DATA & INTELLECTUAL PROPERTY

4.1 Your Operational Data You own your customer lists, fleet data, driver details, and custom pricing rules ("Provider Data"). You grant GridOps a worldwide, non-exclusive license to use, process, and store your Provider Data solely to provide and improve the Service to you.

4.2 The Grid Intelligence GridOps owns the "Grid Intelligence"—all anonymized, aggregated insights, patterns, predictive models, and derivative works created from the collective use of the Platform. This aggregated intelligence is our exclusive property and may be used for any lawful business purpose.

4.3 Our Platform, Your Feedback, & Developed Features

• Platform IP: The GridOps Platform, including all software, code, interfaces, designs, and "look and feel," is our intellectual property.

• Feedback: Any suggestions, ideas, or feedback you provide are voluntary. You grant us a perpetual, irrevocable, royalty-free license to use, modify, and commercialize such Feedback.

• Custom & Funded Features: Any feature, configuration, or enhancement developed specifically for your use—whether funded by you or not—becomes an integral part of the GridOps Platform. GridOps retains all rights to such developments and may offer them to other customers.

5. ACCEPTABLE USE & SECURITY

5.1 Your Responsibilities You are responsible for:

• All activity under your account.

• Maintaining the confidentiality and security of your login credentials.

• Notifying us immediately of any unauthorized access.

• Using the Service in compliance with all applicable laws and regulations.

5.2 Prohibited Uses You will not, and will not permit others to:

• Reverse engineer, decompile, or attempt to derive the source code of the Platform.

• Use the Service to build a competitive product or service, or to copy its features.

• Use "scraping," "crawling," or other automated means to access or collect data from the Platform beyond normal use.

• Overload or disrupt the integrity, performance, or security of the Platform or our infrastructure.

• Transmit any viruses, malware, or malicious code through the Service.

6. LIABILITY AND INDEMNITY

6.1 Disclaimer THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, GRIDOPS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6.2 Limitation of Liability IN NO EVENT SHALL GRIDOPS' TOTAL, AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THIS TOS OR YOUR USE OF THE PLATFORM EXCEED THE AMOUNT YOU PAID TO GRIDOPS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. GRIDOPS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, OR DATA.

6.3 Your Indemnity You agree to defend, indemnify, and hold GridOps harmless from any claims, damages, or losses arising from: (a) your breach of this ToS, (b) your use of the Service, or (c) your fulfillment (or failure to fulfill) services to your own customers.

6.4 Force Majeure GridOps will not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation facilities, fuel, energy, labor, or materials, or failures of the internet or any telecommunications service.

7. TERMINATION & SUSPENSION

7.1 Termination by You You may terminate your subscription as outlined in your Primary Contract, typically with 30 days' written notice.

7.2 Suspension & Termination by GridOps We reserve the right to suspend or terminate your access to the Platform immediately if you:

• Materially breach this ToS or your Primary Contract.

• Fail to pay fees when due.

• Engage in activity that threatens the security, stability, or integrity of the Platform or other customers' use.

7.3 Effect of Termination Upon termination, your right to access the Platform ceases. You may request a final export of your Provider Data in a standard format (e.g., CSV) within 30 days of termination.

8. GENERAL TERMS

8.1 Survival Sections 4 (Data & IP), 5 (Acceptable Use), 6 (Liability), 7.3 (Effect of Termination), and 8 (General Terms) shall survive any termination of this ToS or your Primary Contract.

8.2 Modifications to This ToS GridOps may update these Terms of Service from time to time. We will provide notice of material changes by posting the new ToS within the Platform or via email. Your continued use of the Platform after the effective date of the revised ToS constitutes your acceptance of the changes.

8.3 Entire Agreement This ToS, together with your signed Primary Contract and any incorporated attachments, constitutes the entire agreement between you and GridOps regarding the Platform.

8.4 Publicity & Marketing
You grant GridOps a non-exclusive, royalty-free, worldwide license to use your company name, logo, and trademarks ("Provider Marks") on the GridOps website, in customer lists, case studies, and marketing materials to identify you as a customer. GridOps will use the Provider Marks in accordance with any reasonable brand usage guidelines you provide and will cease using a specific Provider Mark upon your written request to legal@gridops.ca.

8.5 Governing Law & Dispute Resolution This ToS is governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. Any dispute shall be resolved exclusively in the courts of Calgary, Alberta. Both parties irrevocably waive the right to a trial by jury and the right to participate in any class action or representative proceeding.

CONTACT

• For questions about these Terms: legal@gridops.ca

• For technical support: support@gridops.ca

This document is the general Terms of Service. Your specific commercial rights and obligations are detailed in your signed Customer Agreement (Primary Contract).