The Carrier agrees not to provide payments, contributions, valuables, services, tips, gifts, or donations, in kind or in cash, to any Fr8App employee at any level, to obtain load assignments or for the purpose of obtaining favorable commercial terms.

Fr8App has Anti-Corruption Policies and a Code of Conduct for both Fr8App employees and carriers contracted by Fr8App. These anti-corruption commitments are signed by all our collaborators and are fully promoted by Fr8App.

Furthermore, in the event of repeated security incidents resulting in seizures and theft of cargo, the Parties agree that Fr8App may immediately terminate all existing services and contracts with the Carrier, without liability and without the need for a court order. For the purposes of the foregoing, Fr8App need only send the Carrier written notice of the effective date of early termination.

If Fr8App reasonably suspects that the Carrier has engaged in conduct that violates the Policy or any applicable anti-corruption law or regulation, Fr8App may immediately suspend payment until the matter is resolved. If Fr8App determines that the Carrier has violated the Policy or any applicable anti-corruption law or regulation, Fr8App may terminate the Service and other Contracts with the Carrier. In addition, Fr8App may also suspend payment and suspend or terminate the Contract if the Carrier fails to comply with the applicable anti-corruption compliance obligations set forth in this Security Protocol or if the Carrier does not successfully complete its due diligence renewal.

The Carrier is obligated to immediately report to Fr8App any anomalous situation, violation, suspicion, or potential violation of the legislation applicable to the Services and/or the Security Protocol of which it becomes aware. Furthermore, the Carrier undertakes to immediately report any improper request, whether directly or indirectly, from any Public Official, business partner, carrier, or associate, that could result in a violation of the provisions of applicable legislation and/or this Security Protocol.

If necessary, the Carrier must report any situation of possible corruption or improper request as indicated above to contact@fr8hub.com.

Right to Audit and Obligation to Cooperate

The Carrier shall maintain its books, records, and accounts in sufficient detail to clearly reflect its transactions and the use of its resources or assets in connection with Fr8App.

The Carrier agrees that Fr8App has the right to audit these transactions at any time and upon reasonable prior notice.

The Carrier agrees (1) to provide assistance and cooperation in any investigation involving Fr8App and (2) to submit to a further due diligence review upon request by Fr8App.

Confidentiality

The Carrier undertakes to maintain the strict confidentiality of all information it receives from Fr8App, whether before, during, or after its commercial and contractual relationship (hereinafter, the "Confidential Information").

This information may include, among others, technical, production, financial, accounting, and commercial information, business proposals and/or strategies, organizational structure, reports, plans, market projections, industrial and/or commercial data and information, formulas, mechanisms, models, methods, techniques, analytical processes, working documents, compilations, comparisons, commercial data, studies, and reports owned by Fr8App and/or its Clients, or any information considered confidential by Fr8App.

Any Confidential Information that has industrial or commercial application and represents a competitive or economic advantage over third parties will be considered a protected trade secret in accordance with the Federal Law for the Protection of Industrial Property. The Carrier acknowledges that Fr8App exercises legal control over said information and has taken appropriate measures to preserve its confidentiality.

The Carrier acknowledges that the Confidential Information it receives is the exclusive property of Fr8App and/or its Clients and is prohibited from disclosure, reproduction, modification, or commercial, industrial, or contractual use other than as expressly authorized by Fr8App.

The Carrier's obligations include the following measures for the adequate protection of Confidential Information:

Protect it to prevent its unauthorized disclosure, publication, or dissemination.
Apply the highest security measures and restrict access to it to maintain its confidentiality against any theft, loss, or eventuality that compromises its confidentiality.
Limit the disclosure of Confidential Information to authorized personnel only and, where appropriate, fragment it so that authorized persons know only the specific portion they need to know to carry out their activities under this Agreement.
Likewise, ensure that authorized persons are obligated to protect it, including the obligation to sign confidentiality agreements with them in accordance with this Clause.
Return or destroy Confidential Information at Fr8App's request or upon termination of the Agreement or their business relationship.
Avoid using or exploiting the Services with technological tools that imply a use other than that permitted for the proper fulfillment of the Services or for the purposes expressly authorized by Fr8App, including tools and/or technological solutions that use artificial intelligence algorithms.

Therefore, the Carrier undertakes to hold Fr8App harmless in the event that such use or exploitation violates the rights of third parties and is obligated to be liable for any damages this may cause to Fr8App.

In the event of requests from authorities to share Confidential Information, the Carrier must notify Fr8App immediately upon becoming aware of such requests, so that Fr8App may take the measures it deems appropriate.

In the event of non-compliance with any obligation stipulated in this clause, Fr8App may terminate the Services and its contracts and demand compensation for damages, as well as initiate any appropriate administrative, civil, and/or criminal legal action that may arise.

Confidentiality obligations will persist for 5 (five) years after the termination of the Contract.

Permits and Documentation

The Carrier must be duly authorized by the Ministry of Communications and Transportation to provide federal freight trucking services.

The Carrier must have all necessary registrations, licenses, certifications, certificates, authorizations, and/or permits for the Equipment, whether its own or those of third parties, issued by the competent authorities and valid.

This documentation must comply with all applicable federal, state, and local laws and regulations in Mexico, including the Federal Roads, Bridges, and Trucking Law and its Regulations.

Fr8App has a Carrier Internal Audit Program (PAIC), which conducts regular random audits of active shipments in the system. Various parameters are unannounced to guarantee our carrier base. The documentation and permits section is one of the elements audited.

The Carrier agrees to participate in the JCPOA if requested. Furthermore, independently of the JCPOA, the Carrier will provide Fr8App, upon request via email, with a copy of all documents mentioned in this section within two (2) calendar days following the request.

In the event that the Carrier fails to comply with any of the provisions set forth in this clause, the Carrier shall be liable for any loss, damage or harm to Fr8App and its Clients during the contracted Service, taking into account the value of the merchandise and materials transported and the Carrier expressly waiving any liability limits, including but not limited to those set forth in article 66 of the Federal Law on Roads, Bridges and Federal Motor Transport.

Claims and Insurance

The Carrier shall be responsible for the care, safekeeping, and preservation of the transported merchandise and materials, from the moment they are received, throughout the assigned route, and until they are delivered for unloading at the Delivery Point. The Carrier shall ensure that the merchandise has the necessary locks and, in the case of perishable merchandise, that it is properly sealed.

In this regard, the Carrier shall be responsible for any losses, damages, and losses suffered by the transported merchandise and materials, including those arising from accidents, thefts, shortages, or shrinkage of the merchandise or materials. The Carrier waives any liability limits for the merchandise, including, but not limited to, the limit established in Article 66 of the Federal Highways, Bridges, and Motor Transport Law, applicable to permit holders of the federal public freight motor transport service, and in any Bill of Lading issued in the performance of the Services.

Likewise, the Carrier shall be responsible for the care, safekeeping, and preservation of the transported merchandise and materials, from the moment they are loaded onto the Equipment until they are delivered for unloading at the Delivery Point. In this regard, the Carrier shall be responsible for any loss or damage to the transported merchandise and materials, as well as the Equipment, including satellite tracking equipment and any equipment assigned by Fr8App for the provision of the Service, from the moment they receive the cargo until they deliver it to the recipient. Therefore, the Carrier must maintain valid insurance policies at all times, issued by duly authorized insurance institutions, in accordance with Article 83 of the Federal Motor Transport and Auxiliary Services Regulations.

The insurance referred to in the preceding paragraph must cover any damage caused to merchandise, goods, or persons, including civil liability arising from any damage to property or assets and medical expenses resulting from any injury caused by negligence or noncompliance with any of the obligations of this Security Protocol that may occur.

Fr8App has a Carrier Internal Audit Program (PAIC), in which random audits are constantly conducted on active shipments in the system. Various parameters are unannounced to guarantee our carrier base, with insurance review being one of the elements audited.

The Carrier agrees to participate in the PAIC if requested. Furthermore, independently of the CAIP, the Carrier must provide Fr8App, upon request to do so, by email, with a copy of all the documents mentioned in this section within two (2) calendar days of the request.

Equipment Subcontracting

In the event that, in order to provide the Services, the Carrier uses or is in possession of Equipment owned by third parties or Fr8App, which is delivered to it by the latter, including, but not limited to, satellite tracking equipment (GPS) and its accessories (cameras, tracking devices hidden in merchandise), trailers, or converters (dollies), the Carrier, as the possessor, is obligated to be responsible for any damage, including any damage, theft, or loss, that said goods may suffer, and to return them in full when Fr8App so requests. This does not imply any management on behalf of and representing Fr8App and paying for any damages incurred with and to said Equipment.

The Carrier must immediately notify Fr8App of any damage or extraordinary situation that may affect the Equipment owned by third parties that it uses or has in its possession for the provision of the Services, including, but not limited to, tampering with the Equipment, accidents, damage, total or partial loss, fines, impounding or storage, etc.

The Carrier agrees to protect, defend, hold harmless, and indemnify Fr8App, or the third-party owners of the Equipment, from any claim, demand, judgment, dispute, loss, damage, harm, and expense, including, but not limited to, attorneys' and/or expert fees, arising from the Carrier's use of the Equipment for the provision of the Services, as well as any damage caused to the Equipment.

The Carrier shall be obligated to carry out and attend to all necessary procedures to recover or remove the aforementioned Equipment owned by third parties in its possession from the warehouses or depots, or any other location, in order to return it in full to Fr8App. The Carrier shall be responsible for the payment of all expenses, violations, or costs arising from the foregoing or from the operation of any Equipment. Fr8App will only reimburse the Carrier for such expenses or violations in cases where they are a result of noncompliance or lack of legal documentation for the Equipment attributable to Fr8App; however, Fr8App will not reimburse expenses, government fees, violations, or other charges incurred during the time the Equipment remains in the warehouse or depot.

The Carrier shall pay Fr8App a penalty equivalent to 6 (six) times the current Measurement and Update Unit (or any that replaces it in the future), for each day that the Equipment in its possession is detained, in storage, in a corral or out of circulation for any reason, unless the time in which it remains out of circulation is due to causes attributable to Fr8App or, in the case of subcontracted Equipment, to the third party owner thereof.

Subcontracting and Use of Permit Holders

The Carrier shall be responsible for all acts and/or omissions of its Collaborators in the provision of the contracted services, as the Carrier is solely responsible to Fr8App.

The Carrier's use of permit holders is expressly prohibited.

Fr8App makes significant efforts to register and audit the carriers with which it collaborates in its operations. Each collaborating carrier must undergo an extensive registration process, after which it is activated on our platform with a unique identifier associated with a specific company name.

The Carrier may not subcontract loads under any type of collaboration to other companies, including sister companies. Each company, under each company name, must undergo the corresponding registration process.

In cases of force majeure and exceptional circumstances, should the Carrier propose subcontracting Collaborators to carry out any of the activities included in the Services, the Carrier will inform Fr8App in advance in writing, including the names of the proposed candidates and the scope of the work to be performed, and will await Fr8App's express and positive approval.

The Carrier may not, under any circumstances, hire another subcontractor or any Carrier without first obtaining the express written consent of Fr8App, which reserves the right to reject the proposed subcontractor or carrier without providing justification for its decision.

In the event that Fr8App exceptionally validates the subcontracting and approves the use of the subcontractor, the Carrier must include in its own contract with the subcontractor the obligation to comply with the terms and conditions of this Security Protocol and other legal documents signed between the Parties for the proper performance of the service.

The Carrier undertakes to ensure that its Collaborators or subcontractors comply with and maintain the minimum service and quality standards to which the Carrier committed to Fr8App, in addition to the entire Security Protocol. The Carrier also undertakes to monitor and evaluate compliance with these standards and protocols.

If requested by Fr8App, the Carrier undertakes to provide Fr8App with a list of the carriers and subcontractors that are providing or have provided subcontracted services for Fr8App.

Without prejudice to the foregoing, the Carrier shall be liable to Fr8App for the actions carried out by subcontractors and carriers, including those previously approved by Fr8App, and for the correct provision of the Services and the transport of the Clients' merchandise, such that the Carrier shall always remain vis-à-vis Fr8App as the sole party obligated and responsible for the correct provision of the Services and transport of the merchandise, while for Fr8App the only legally binding relationship shall at all times be with the Carrier.

The Carrier undertakes to comply with all applicable laws and regulations in the territories where the Services are provided. Compliance will include both directly and through third-party subcontractors authorized by Fr8App. The Carrier must ensure, through audits conducted on its own initiative or through third parties, and extending this to its subcontractors, that they comply with applicable laws and regulations, including, but not limited to, working conditions, worker safety measures, and environmental measures.

The Carrier's subcontractors who provide Services to Fr8App under Rate Confirmations or Contracts with the Carrier will also be subject to audits and/or verifications to be carried out under the terms indicated in the Services. During the performance of the audits and/or verifications, it will be the Carrier's obligation to ensure that both it and its subcontractors provide said auditors with the information requested for their performance and assist them to the extent possible.

The Carrier will be responsible for reporting each and every one of its subcontractors subject to audit within the scope of the audit, as well as for completing the electronic certification when requested by Fr8App or its Clients.

If for any reason, the Carrier undergoes a significant change in ownership or management, or its current shareholders or partners transfer control of the Carrier to a third party, or a third party assumes control of the Carrier, the Carrier must notify Fr8App in writing of this change within thirty (30) days and must also complete the registration process again.

Fr8App has a Carrier Internal Audit Program (PAIC), which conducts ongoing random audits of active shipments in the system. Various parameters are unannounced to ensure our carrier base. The use of permit holders and contracts are among the elements audited.

In the event that the Carrier fails to comply with any of the provisions established in this clause, the Carrier shall be liable for any loss, damage, or harm to Fr8App and its Clients during the contracted Service. The Carrier shall consider the value of the merchandise and materials transported. The Carrier expressly waives any liability limits, including, but not limited to, those set forth in Article 66 of the Federal Law on Highways, Bridges, and Federal Motor Transport.

Private Fleet Exclusivity

In the case of Private Fleet, the Equipment subcontracted by Fr8App will be dedicated exclusively to Fr8App's services. Under no circumstances may the Carrier use said subcontracted Equipment, or any Equipment designated for the provision of the Services or a specific Service, for any other purpose or for a third party. In the event of non-compliance with this Clause, the Carrier shall pay a penalty equivalent to 100% of the monthly rate for said Equipment.

Fr8App has a Carrier Internal Audit Program (CAIP), in which random audits are conducted on active shipments in the system. Various parameters are unannounced to guarantee our carrier base. The exclusive use of the private fleet is one of the elements audited.

Dispatch and Assignment

The Carrier agrees to submit the operator and unit assignment schedule to Fr8app in a timely manner, allowing sufficient time for this information to be entered into the system and analyzed by our teams to ensure the shipment is monitored and safely routed.

This information must include:

Unit data. Identifiers, financial information, license plates, both tractor and box.
Operator data. Name and contact information. It is mandatory to share the operator's cell phone number with Fr8app.
Tracking data. It is mandatory to share the shipment tracking method in advance: whether GPS or the Fr8app mobile app will be used.

The Carrier agrees to make its assignments ensuring that the Equipment is not operated for more than twelve (12) hours by the same operator.

Fr8App has a Carrier Internal Audit Program (PAIC), which constantly conducts random audits of active shipments in the system. Various parameters are unexpectedly audited to ensure our carrier base. Correct dispatch and assignment are among the elements audited.

Report

At Fr8App's request, and with the frequency and formats indicated and provided to the Carrier, the Carrier must submit to Fr8App, via email, reports related to its operation. These reports must include the following information:

License plates, economic numbers for Fr8App's service, and replacements.
Dwell times, panic button event history, engine start and stop at five (5) minute intervals.
If refrigerated service is provided, 100% of the thermographic information must be submitted within a period of no more than 5 days on a pay-per-trip basis.

In the case of Private Fleets, the following must also be submitted:

Service quality. Punctuality and reliability of deliveries; operator behavior; operating conditions, maintenance, and safety of the equipment and the equipment of authorized subcontractors; consignee satisfaction; and merchandise handling.
Impact on operating costs. Utilization levels of the equipment and the equipment of authorized subcontractors; fuel consumption; operator efficiency and effectiveness; delivery times; kilometers off-route; and loading and unloading times.
Attendance Report (Periodicity).
Equipment Rotation (Periodicity).
If refrigerated service is provided, 100% of the thermographic information must be sent within a period of no more than 24 hours using a dedicated schedule.

Fr8App has a Carrier Internal Audit Program (PAIC), which constantly conducts random audits of active shipments in the system. Various parameters are unexpectedly audited to ensure our carrier base. One of the elements audited is the ability to generate reports in a timely manner.

Fleet Conditions and Replacement

The Carrier shall be responsible for maintaining the Equipment in safe, adequate, clean, and efficient operating conditions, in accordance with the minimum safety conditions for federal freight trucking and operators contained in the following regulatory bodies, including but not limited to:

"Law of Roads, Bridges, and Federal Trucking";
"Regulations of Federal Trucking and Auxiliary Services";
The Mexican Official Standard "NOM-087-SCT-2-2017"; and
any other applicable regulatory body that replaces and/or complements the aforementioned.

The Carrier shall be obligated to maintain the Equipment with the necessary accessories to properly provide the Services, according to the type of merchandise being transported (e.g., belts, tensioners, and jacks). It is understood that any adaptation and/or modification required by the Equipment must be carried out by the Carrier, at its own expense and responsibility, and to the full satisfaction of Fr8App.

In the event that the Carrier fails to comply with any of the provisions set forth in this clause, the Carrier shall be liable for any loss, damage, or injury to Fr8App and its Clients during the contracted Service. The Carrier shall consider the value of the merchandise and materials transported. The Carrier expressly waives any liability limits, including, but not limited to, those set forth in Article 66 of the Federal Law on Highways, Bridges, and Federal Motor Transport.

Additionally, in the case of dedicated transportation services, Fr8App may require the Carrier to partially or totally replace the Equipment, which the Carrier must carry out within a period of ninety (90) calendar days from the request made by Fr8App.

Refrigerated Fleet

In the case of transporting perishables in refrigerated equipment, the Carrier must maintain the indicated temperature for the preservation of the merchandise.

In the case of refrigerated equipment, the Carrier must guarantee the supply of diesel to cover both the completion and execution of the trip, as well as twelve (12) hours of unloading at the Delivery Points.

The Carrier must keep the refrigerated box at the indicated temperature at all times until the complete delivery of the merchandise to the Client, even if the Carrier is unable to unload on time, regardless of the cause of the delay.

Fr8App has a Carrier Internal Audit Program (PAIC), in which constant random audits are conducted on active shipments in the system. Various parameters are unannounced to guarantee our carrier base. The proper functioning and reporting of refrigerated equipment is one of the elements audited.

The Carrier agrees to participate in the PAIC if required. And furthermore, regardless of the PAIC, to deliver to Fr8App upon request in this regard by email, a copy of all the documents mentioned in this section within the period of two (2) calendar days following your request.

In the event that the Carrier fails to comply with any of the provisions set forth in this clause, the Carrier shall be liable for any loss, damage, or injury to Fr8App and its Clients during the contracted Service. The value of the merchandise and materials transported shall be taken into account. The Carrier expressly waives any liability limits, including, but not limited to, those set forth in Article 66 of the Federal Law on Highways, Bridges, and Federal Motor Transport.

In the event that the delay is due to causes attributable to the Client, the Client shall reimburse the Carrier for the fuel costs required to maintain the refrigerated container for the entire duration of the delay.

Fleet Maintenance

The Carrier will provide the Equipment with the corresponding preventive and corrective maintenance, at its own cost and responsibility, including, but not limited to, spare parts, additives, and labor.

In any case, the Carrier will be responsible for ensuring that all Equipment is properly cleaned and sanitized before each load, in compliance with applicable regulations.
If the SERVICES require refrigerated equipment, the Carrier must provide Fr8App with documents and information certifying that the refrigeration system of each piece of Equipment is properly calibrated and that it has been calibrated and inspected at least once a year, in accordance with applicable regulations.

Fr8App has a Carrier Internal Audit Program (PAIC), which constantly conducts random audits of active shipments in the system. Various parameters are unannounced to guarantee our carrier base. Proper fleet and equipment maintenance are among the elements audited.

In the event that the Carrier fails to comply with any of the provisions set forth in this clause, the Carrier shall be liable for any loss, damage, or harm to Fr8App and its Clients during the contracted Service. The value of the merchandise and materials transported shall be taken into account. The Carrier expressly waives any liability limits, including, but not limited to, those set forth in Article 66 of the Federal Law on Highways, Bridges, and Federal Motor Transport.

Fleet Safety Equipment

The Carrier agrees to provide and maintain units with the following minimum safety equipment:

Covered running boards;
Mirrors protected by spikes, picks, and/or blades;
Cabins without external handrails;
Tires with a depth greater than or equal to 4 mm, properly inflated;
Leak-free pneumatic and/or hydromechanical systems;
Trailer or semi-trailer locking system in optimal condition (no missing parts and operating at 100%).
Welding on door bolts and hinges;
Semi-trailer runners in good condition and operating at 100%;
Bottle-type seals.

Fr8App has a Carrier Internal Audit Program (PAIC), which constantly conducts random audits of active shipments in the system. Various parameters are unannounced to ensure our carrier base. The proper equipment of the fleet and the Equipment are among the elements audited.

Fleet Tracking and Monitoring Equipment

The Carrier agrees to provide and maintain units with the following monitoring and tracking equipment on all provided equipment:

Platform and Satellite Tracking Equipment (GPS).
Speed governors, so that the Equipment cannot exceed the maximum speed of 90 km/hr and that the information for each trip can be downloaded for archiving.
Engine shutdown and deceleration systems for the units, if required by directive from the Client.

The Carrier must authorize its platform administrator to share the satellite tracking signal with the Fr8App Web Service throughout the entire life of the trip:

from the moment it arrives at the loading point, and prior to the start of loading the Client's merchandise onto the Equipment.
as an essential requirement for the Green Light for Departure Protocol checks.
until it reaches its destination and is confirmed as unloaded by the Client, as part of the Green Light for Arrival Protocol checks.

In the case of Dedicated Fleet operations, they must share the satellite tracking signal 24/7, twenty-four (24) hours a day, seven (7) days a week, with the objective of strategically measuring and increasing the rotation of the Equipment.

Expiring tracking links are not permitted. The tracking signal must remain active without interruptions or link regeneration throughout the entire trip.

In the event of a change in the tracking platform, platform administrator, or Equipment equipment, the Carrier agrees to notify Fr8App at least three (3) days in advance of the change.

In the event of equipment being added or removed from the GPS system, or changes to the license plates or Equipment identifiers, the Carrier agrees to notify Fr8App no later than 24 hours after the change.

Fr8App has a Carrier Internal Audit Program (PAIC), which conducts constant random audits of active shipments in the system. Various parameters are unannounced to ensure our carrier base is up to date. Proper GPS tracking and monitoring are among the elements audited.

Prevention and Safety for Operators

Operator Equipment

The Carrier undertakes to ensure that its Equipment Operators wear appropriate personal protective equipment at all times.

Operator Rest

The Carrier undertakes to ensure that the Equipment is not operated for more than 12 consecutive hours by the same operator.

Fr8App has a Carrier Internal Audit Program (PAIC), in which random audits are conducted on active shipments in the system. Various parameters are unannounced to ensure our carrier base is up to date. Proper operator rest is one of the elements audited.

Anti Doping

The Carrier undertakes to perform an annual anti-doping test on all operators employed to provide the Services.

Fr8App may require proof of the execution of such tests:

on a global basis as a company, and must omit from such documentary proof all personal data that could personally identify the operators.
on a specific basis, regarding a particular operator, and must omit from such documentary proof any reference to the test result or their personal data.

In the case of Dedicated Fleets, in addition to the annual test under the Carrier's responsibility, the Carrier also agrees and undertakes to place anti-doping customs offices at strategic points along the contracted routes and services and to send the results of the tests performed to Fr8App.

Fr8App has a Carrier Internal Audit Program (PAIC), in which constant random audits are carried out on active shipments in the system, in which different parameters are audited by surprise to guarantee our carrier base, with the implementation and execution of anti-doping measures being one of the elements audited.

Education and Training

The Carrier agrees that its employees, affiliates, and other representatives responsible for its performance will participate in:

- training on this Security Protocol.

- training on the proper use of Fr8App technological tools.

- training required to fully understand the Client's operations.

Anti-Corruption and Right of Termination