TOORBUS VENDOR AGREEMENT

(Marketplace Platform — Canada & United States)

THIS VENDOR AGREEMENT (the “Agreement”) is made as of [the date and time you accept] (the “Effective Date”).

BETWEEN:

TOORBUS INC., a corporation incorporated under the laws of Canada, operating the ToorBus marketplace and booking platform (“ToorBus”, the “Platform”);

- and -

[your legal entity name], a [corporation / sole proprietor / partnership] operating under the laws of [your province or state of incorporation], carrying on the business of passenger ground transportation (the “Vendor”).

ToorBus and the Vendor are each a “Party” and together the “Parties.”

RECITALS

A. ToorBus operates an online marketplace and booking platform (the “Platform”) that connects customers seeking group and charter passenger ground transportation (each, a “Customer”) with independent, licensed transportation providers who fulfil those bookings. ToorBus operates in Canada and the United States (initially Texas and Florida) and in such other jurisdictions as it may operate from time to time.

B. ToorBus is a technology platform and marketplace. ToorBus is NOT a motor carrier, transportation provider, or operator of vehicles, and does not itself provide transportation services. The Vendor is an independent carrier that provides the actual transportation services to Customers.

C. The Vendor wishes to receive booking opportunities through the Platform, and ToorBus is willing to make the Platform available to the Vendor, on the terms of this Agreement.

NOW THEREFORE the Parties agree as follows:

ARTICLE 1 — DEFINITIONS & INTERPRETATION

1.1 Definitions. In this Agreement:

(a) “Booking” means a confirmed customer request for transportation services accepted by the Vendor through the Platform;

(b) “Customer” means a person or organization that books transportation through the Platform;

(c) “Customer Data” means all customer, booking, contact, payment and transaction information generated through or in connection with the Platform;

(d) “Operating Authority” means all licences, permits, registrations, operating authority, and regulatory approvals required for the Vendor to lawfully provide passenger transportation in each jurisdiction in which it operates (including, in the United States, a valid USDOT number and applicable FMCSA passenger operating authority, and in Canada, applicable provincial operating authority and, in Ontario, a valid Commercial Vehicle Operator’s Registration (CVOR));

(e) “Platform Fee” means the fee or margin retained by ToorBus on each Booking, as described in Article 5 and Schedule A;

(f) “Services” means the passenger ground transportation services provided by the Vendor to Customers in fulfilment of Bookings;

(g) “Vendor Rate” means the amount payable to the Vendor for a Booking, as confirmed for that Booking.

1.2 Interpretation. Headings are for convenience only; “including” means “including without limitation”; the Schedule forms part of this Agreement; currency is as specified for the relevant jurisdiction (CAD in Canada, USD in the United States).

ARTICLE 2 — RELATIONSHIP OF THE PARTIES

2.1 Independent contractor. The Vendor is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint-venture relationship between the Parties. Neither Party may bind the other.

2.2 ToorBus is not the carrier. ToorBus operates a technology platform and marketplace only. The Vendor, and not ToorBus, is the carrier and transportation provider, and is solely responsible for providing the Services, for the vehicles and drivers used, and for compliance with all laws applicable to the transportation. ToorBus does not own, lease, or operate vehicles and does not employ drivers.

2.3 No exclusivity. This Agreement is non-exclusive. Each Party may work with others, subject to Article 8 (Non-Circumvention).

ARTICLE 3 — VENDOR ELIGIBILITY, LICENSING & COMPLIANCE

3.1 Operating Authority. The Vendor represents, warrants, and covenants that at all times during this Agreement it holds and maintains, and its drivers and vehicles hold and maintain, all Operating Authority required in each jurisdiction in which it provides the Services, and that it operates in full compliance with all applicable laws and regulations.

3.2 United States operations. Where the Vendor provides Services in the United States, it shall at all times: (a) hold a valid USDOT number and the applicable FMCSA operating authority to transport passengers for hire; (b) maintain public liability insurance of at least USD $5,000,000 (or such higher amount as required by law) in accordance with 49 CFR Part 387 for vehicles designed to transport 16 or more passengers; and (c) comply with all applicable FMCSA regulations, including driver qualification, hours-of-service, drug-and-alcohol testing, and vehicle inspection and maintenance requirements.

3.3 Canada operations. Where the Vendor provides Services in Canada, it shall at all times: (a) hold all applicable provincial and municipal operating authority and passenger-transportation licensing (including, in Ontario, a valid CVOR); (b) maintain commercial passenger-vehicle liability insurance of at least CAD $5,000,000 (or such higher amount as required by law); and (c) comply with all applicable provincial highway, transportation, and safety regulations.

3.4 Proof and ongoing verification. The Vendor shall, on request and from time to time, promptly provide ToorBus with certificates of insurance, proof of Operating Authority, safety ratings, and any other documentation ToorBus reasonably requires. The Vendor shall immediately notify ToorBus if any Operating Authority or insurance lapses, is suspended, downgraded, or revoked, or if the Vendor becomes subject to any safety, regulatory, or enforcement action. If the Vendor’s insurance or Operating Authority lapses, ToorBus will suspend the Vendor from new Bookings until current documentation is submitted and approved.

3.5 Drivers and vehicles. The Vendor shall ensure that all drivers are properly licensed, qualified, and fit for duty, and that all vehicles are roadworthy, properly maintained, inspected, and appropriately licensed and insured for passenger transport.

ARTICLE 4 — PLATFORM ACCESS & BOOKINGS

4.1 Access. ToorBus grants the Vendor a limited, non-exclusive, revocable right to access and use the Platform solely to receive and fulfil Bookings, subject to this Agreement and ToorBus’s policies as updated from time to time.

4.2 Booking process. ToorBus may present booking opportunities to the Vendor through the Platform. The Vendor may accept or decline within the time specified. On acceptance, a binding Booking is formed and the Vendor is committed to perform the Services for that Booking.

4.3 Service area and fleet. The Vendor shall keep its service area, fleet, availability, and rate information in the Platform accurate and current. ToorBus may match Bookings based on this information.

4.4 Fulfilment. The Vendor shall perform each accepted Booking in full, on time, and in accordance with the Booking details and the service standards in Article 6. The Vendor shall not subcontract a Booking without ToorBus’s prior written consent, and any permitted subcontractor must meet all requirements of this Agreement.

ARTICLE 5 — RATES, FEES & PAYMENT

5.1 Customer payment. ToorBus (or its payment processor) collects payment from the Customer for each Booking. The Vendor shall not separately invoice or collect from the Customer for a Platform Booking except as ToorBus directs.

5.2 Vendor Rate and Platform Fee. For each accepted Booking, ToorBus retains the Platform Fee and remits the Vendor Rate to the Vendor. The Platform Fee / margin and the method of determining the Vendor Rate are set out in Schedule A and in the confirmation for each Booking, and may be updated by ToorBus on reasonable notice.

5.3 Remittance. ToorBus remits the Vendor Rate for completed Bookings on a regular cycle (for example, following completion of the trip), net of the Platform Fee, applicable payment-processing fees, taxes, and any refunds, chargebacks, cancellations, or amounts owed by the Vendor. ToorBus may withhold or set off amounts for disputed, cancelled, or improperly performed Bookings.

5.4 Taxes. Each Party is responsible for its own taxes. The Vendor is responsible for charging, collecting, and remitting any transportation, sales, or other taxes applicable to its Services as required by law.

5.5 Platform Fee. ToorBus retains thirty percent (30%) of the rate the Vendor lists on the Platform for each Booking. The Vendor Rate is seventy percent (70%) of the Vendor’s listed rate, unless otherwise confirmed for that Booking.

5.6 Payout cycle. ToorBus remits Vendor Rates every two weeks for Bookings marked completed on the Platform. Cancelled or unperformed Bookings are not payable.

5.7 Customer cancellations. If a Customer cancels fifteen (15) or more days before the trip, no Vendor Rate is payable. If a Customer cancels fourteen (14) days or less before the trip, ToorBus may, at its discretion, pay up to fifty percent (50%) of the Vendor Rate.

ARTICLE 6 — SERVICE STANDARDS & PERFORMANCE

6.1 Standards. The Vendor shall provide the Services professionally, safely, punctually, and in clean, well-maintained, appropriately equipped vehicles, and shall meet the reasonable service standards and policies ToorBus sets from time to time.

6.2 Communication. The Vendor shall keep ToorBus and (as directed) the Customer informed of trip status, delays, or issues, and shall respond promptly to ToorBus and Customer communications.

6.3 Incidents. The Vendor shall immediately report to ToorBus any accident, injury, breakdown, safety incident, complaint, or failure to perform relating to a Booking.

6.4 Performance. Persistent or material failure to meet the standards in this Agreement (including late arrivals, no-shows, safety issues, or unresolved complaints) is a material breach and may result in suspension or termination.

6.5 Performance strikes. ToorBus operates a strike system. A strike is issued for: cancelling an accepted Booking within seven (7) days of the trip; a no-show; arrival more than thirty (30) minutes late; providing a vehicle materially different from or inferior to the one booked, or an unsafe vehicle; declining a Booking after quoting the Vendor’s own rates; or verified unprofessional conduct toward a Customer. One strike results in a written warning. Two strikes within twelve (12) months result in a fourteen (14) day suspension from new Bookings. Three strikes within a rolling twelve (12) month period result in removal from the Platform. A no-show results in immediate suspension and forfeiture of the Vendor Rate for that Booking. The Vendor may appeal a strike in writing within forty-eight (48) hours. Late arrival of more than thirty (30) minutes or a vehicle not as described reduces the Vendor Rate for that Booking by fifty percent (50%).

6.6 Late cancellation fee. If the Vendor cancels an accepted Booking within seventy-two (72) hours of the scheduled trip, the Vendor shall pay ToorBus a fee equal to the greater of USD $750 per vehicle (CAD $750 in Canada) or the full value of the Booking, which ToorBus may set off against amounts owed to the Vendor under section 5.3.

6.7 Reassignment. If the Vendor cancels or fails to perform a Booking, ToorBus may reassign it to another provider without further obligation to the Vendor.

ARTICLE 7 — INSURANCE

7.1 Coverage. The Vendor shall maintain, at its own cost, the insurance required by Article 3 and all other insurance appropriate to its business (including commercial general liability and, where applicable, workers’ compensation), with reputable insurers.

7.2 Additional insured & proof. Where permitted, the Vendor shall name ToorBus Inc. as an additional insured on its liability policies, and shall provide certificates of insurance on request and on renewal. Coverage shall be primary with respect to the Vendor’s Services.

7.3 Notice. The Vendor shall provide ToorBus with prompt written notice of any material change, cancellation, or non-renewal of required insurance.

ARTICLE 8 — NON-CIRCUMVENTION & CHANNEL INTEGRITY

8.1 No off-platform diversion. During this Agreement and for 12 months after it ends, the Vendor shall not, directly or indirectly, solicit, divert, encourage, or accept off-Platform any Customer introduced through, or any booking opportunity arising from, the Platform, in order to avoid the Platform Fee or bypass ToorBus. For greater certainty, this does not restrict business the Vendor obtains wholly independently of the Platform and without any solicitation of Platform Customers.

8.2 Channel integrity. All bookings sourced through the Platform shall be transacted through ToorBus. The Vendor shall not encourage any Customer to book, pay, or communicate off-Platform, and shall not provide Customers with the Vendor’s direct contact details for the purpose of future off-Platform bookings.

ARTICLE 9 — CONFIDENTIALITY & DATA OWNERSHIP

9.1 Customer Data belongs to ToorBus. All Customer Data is the confidential property of ToorBus. The Vendor may use Customer Data solely to fulfil the specific Booking to which it relates, and shall not retain, use, sell, or disclose it for any other purpose, and shall delete or return it on request or on termination.

9.2 Confidentiality. Each Party shall keep the other’s non-public information confidential and use it only for this Agreement, during the term and for 3 years afterward (indefinitely for trade secrets).

ARTICLE 10 — REPRESENTATIONS & WARRANTIES

10.1 The Vendor represents and warrants, on the Effective Date and continuously, that: (a) it has full authority to enter into and perform this Agreement; (b) it holds and maintains all Operating Authority and insurance required by this Agreement; (c) it and its principals are not disqualified, suspended, or debarred from providing passenger transportation, and have no undisclosed safety, regulatory, criminal, or enforcement matter that could reasonably affect the Services or ToorBus’s reputation; (d) it will comply with all applicable laws; and (e) the information it provides to ToorBus (including in Schedule A) is true and complete.

ARTICLE 11 — INDEMNIFICATION

11.1 Vendor indemnity. The Vendor shall indemnify, defend, and hold harmless ToorBus, its affiliates, and their directors, officers, and personnel from and against all claims, losses, damages, liabilities, fines, and costs (including reasonable legal fees) arising out of or relating to: (a) the Services or the Vendor’s operation of vehicles; (b) any accident, injury, death, or property damage connected with a Booking; (c) the Vendor’s breach of this Agreement or of any law, licensing, insurance, or safety requirement; or (d) any claim that the Vendor is an employee or agent of ToorBus. This indemnity survives termination.

ARTICLE 12 — LIMITATION OF LIABILITY

12.1 Platform role. ToorBus provides the Platform on an “as available” basis and is not responsible for the acts, omissions, or performance of the Vendor or any Customer. As between the Parties, the Vendor bears full responsibility for the Services.

12.2 Cap. To the maximum extent permitted by law, ToorBus’s aggregate liability to the Vendor under this Agreement is limited to the total Platform Fees retained by ToorBus on the Vendor’s Bookings in the 3 months before the event giving rise to the claim, and ToorBus is not liable for indirect, incidental, or consequential damages. Nothing limits liability that cannot be limited by law.

ARTICLE 13 — TERM & TERMINATION

13.1 Term. This Agreement begins on the Effective Date and continues until terminated.

13.2 Termination for convenience. Either Party may terminate on 30 days’ written notice.

13.3 Termination for cause / suspension. ToorBus may suspend or terminate immediately if the Vendor: loses or fails to maintain required Operating Authority or insurance; commits a material breach; poses a safety risk; engages in off-Platform diversion (Article 8); or makes a material misrepresentation.

13.4 Effect. On termination, the Vendor shall complete any Bookings already accepted (unless ToorBus directs otherwise), cease using the Platform and Customer Data, and return or delete Customer Data. Articles 8, 9, 11, and 12 survive.

ARTICLE 14 — GOVERNING LAW & DISPUTES

14.1 Governing law. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, regardless of where the Vendor operates.

14.2 Disputes. The Parties shall first attempt to resolve disputes by good-faith negotiation, then by final and binding arbitration in Toronto, Ontario under the Arbitration Act, 1991 (Ontario) before a single arbitrator — except that either Party may seek urgent injunctive or interim relief from any court of competent jurisdiction (including to enforce Articles 8 and 9).

ARTICLE 15 — GENERAL

15.1 Entire agreement; policies. This Agreement and its Schedule, together with ToorBus’s posted platform policies, are the entire agreement on their subject matter. If there is a conflict, this Agreement governs.

15.2 Amendment. ToorBus may update its platform policies and the Platform Fee on reasonable notice; other amendments require writing signed by both Parties.

15.3 Assignment. The Vendor may not assign this Agreement without ToorBus’s written consent. ToorBus may assign to an affiliate or successor.

15.4 Notices. In writing by email (with confirmation) or courier to the addresses in Schedule A.

15.5 Severability; waiver; survival. If a provision is invalid, the rest continues. No waiver is implied by delay. Provisions that by their nature survive termination do so.

15.6 Electronic execution. The Parties consent to electronic signature and delivery; an electronically signed copy is valid and enforceable, and each Party adopts its electronic signature as its original signature.

SCHEDULE A — VENDOR DETAILS, AUTHORITY, INSURANCE & RATES

Schedule A consists of the vendor details, fleet, rates, service areas, Operating Authority, and insurance documentation the Vendor submits and maintains through the Platform’s vendor dashboard. The Vendor represents that this information is true and complete and shall keep it current. The Vendor shall not be presented with, and shall not receive, any Bookings until ToorBus has reviewed this information and approved the Vendor’s account.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the Effective Date.

TOORBUS INC.

By its authorized representative

VENDOR: [your legal entity name]

Accepted electronically by: [name of the person accepting], [their title]

Date and time (UTC): [the date and time you accept]

IP address: [recorded when you accept]

I have authority to bind the Vendor.

Executed electronically in accordance with section 15.6 (Electronic execution).