MENA Motion Carrier Agreement

Capitalized terms used in this Agreement have the meanings given below or as defined elsewhere in this Agreement. Capitalized terms not defined here have the meanings given in the Terms of Service or the Privacy Policy.

• “Carrier” means the motor carrier, courier company, transportation services company, or owner-operator that has registered on the Platform under this Agreement and is the counterparty to MENA Motion under this Agreement. A Carrier may be a single-vehicle owner-operator or a fleet operator with multiple vehicles and Carrier Personnel.
• “Carrier Personnel”means the drivers, dispatchers, and other employees, contractors, agents, and personnel that Carrier engages to perform Carrier Services on its behalf, including any Drivers operating on Carrier’s account on the Platform.
• “Carrier Services” means the transportation, freight, courier, and delivery services performed by Carrier through the Platform, whether for shippers matched to Carrier through the Platform or otherwise arranged by MENA Motion personnel.
• “Driver” means an individual operating a vehicle for the performance of Carrier Services, whether as Carrier Personnel of a Carrier or as an owner-operator who is a Carrier in its own right.
• “Loss Protection Program” means any cargo loss-protection program offered by MENA Motion from time to time, on the terms published on the Platform.
• “Operating Authority” means the legal, regulatory, and licensing authorizations required to perform Carrier Services in the jurisdictions in which Carrier operates, including FMCSA Motor Carrier (MC) authority and U.S. Department of Transportation (DOT) registration in the United States; Transport General Authority (TGA) registrations and Nafith / TPID where applicable in the Kingdom of Saudi Arabia; and the equivalent authorizations in the Kingdom of Bahrain or other markets.
• “Platform” means the MENA Motion website, web and mobile applications, application programming interfaces (APIs), and technology platform.
• “Privacy Policy”means MENA Motion’s Privacy Policy as in effect from time to time.
• “Receiver” means the person or business designated to receive a Shipment.
• “Shipment” means all cargo and any related documents or parcels that travel under one bill of lading, waybill, or equivalent document, or are otherwise sent in one dispatch, all to one destination or split between a series of destinations.
• “Shipper” means the person or business that arranges a Shipment through the Platform.
• “Terms of Service”means MENA Motion’s Terms of Service applicable to all Users of the Platform, as in effect from time to time.
• “User” has the meaning given in the Terms of Service.

MENA Motion operates a technology platform that connects independent transportation companies with shippers seeking to move freight and other goods. MENA Motion is a property broker and arranges for the transportation of property by independent third-party motor carriers. MENA Motion is not a motor carrier and does not itself provide transportation services.

MENA MOTION L.L.C. holds active U.S. Federal Motor Carrier Safety Administration (FMCSA) property broker authority under MC1784650, supported by a $75,000 BMC-84 surety bond and BOC-3 process agent designations on file with the FMCSA. MENA MOTION W.L.L. is registered in the Kingdom of Bahrain under Commercial Registration No. 182389-1 to provide smart-application services incidental to land transportation.

MENA Motion does not own, operate, or control any vehicles used to perform Carrier Services and does not itself transport, handle, load, unload, or take custody of any cargo. Carrier acknowledges and agrees that MENA Motion’s role under this Agreement is solely that of a property broker, not a motor carrier, freight forwarder, customs broker, indirect air carrier, ocean freight forwarder, or NVOCC.

3.1 Independent Contractor Status

Carrier is an independent contractor and is not an employee, agent, partner, joint venturer, franchisee, or representative of MENA Motion. Carrier and MENA Motion expressly agree that this Agreement does not create an employment relationship, joint employer relationship, integrated enterprise, single enterprise, joint venture, partnership, franchise, or agency relationship between Carrier and MENA Motion or between Carrier’s personnel and MENA Motion. Each party is responsible for its own personnel, taxes, insurance, expenses, and obligations.

3.2 No Control by MENA Motion

Carrier retains sole and complete control over the manner and means of performing Carrier Services, including without limitation: the selection and supervision of Carrier Personnel; the routes used; the equipment, vehicles, fuel, and tools deployed; the schedule and hours worked; the order in which loads are accepted, declined, or completed; and the methods used to load, unload, secure, and transport cargo, subject only to applicable law, the requirements of the Shipper, and the obligations of this Agreement. Carrier has the absolute right to accept, decline, or ignore any Shipment offered through the Platform, and to use the Platform alongside any other platform, customer, or business activity.

3.3 Independent Business of Carrier

Carrier represents and warrants that Carrier is engaged in an independently established business of providing transportation services to the public; that Carrier holds all required business licenses, registrations, and Operating Authorities; that Carrier maintains a business location separate and apart from MENA Motion; that Carrier holds itself out to the public as available to provide transportation services to multiple customers; that Carrier provides its own vehicles, equipment, fuel, insurance, and personnel; and that Carrier negotiates its own rates and terms with customers other than MENA Motion. Carrier acknowledges that these factors are material to the parties’ relationship and to Carrier’s status as an independent business.

3.4 No Employment Benefits or Workers' Compensation

Carrier and Carrier Personnel are not entitled to receive from MENA Motion any wages, salary, overtime, paid time off, sick leave, vacation, health insurance, retirement contributions, workers’ compensation, unemployment insurance, disability insurance, or any other employee benefits. Carrier is solely responsible for paying all taxes, withholdings, contributions, and other amounts required by law in connection with Carrier’s business and Carrier Personnel, including without limitation income tax, self-employment tax, payroll tax, social-insurance contributions, value-added tax (VAT), Zakat tax in the Kingdom of Saudi Arabia where applicable, and any equivalent in any other jurisdiction.

3.5 No Authority to Bind

Carrier has no authority to bind MENA Motion to any obligation, contract, or commitment, and Carrier shall not represent itself as an employee, agent, or authorized representative of MENA Motion, or hold itself out as part of MENA Motion. Carrier shall not display MENA Motion’s names, logos, or trademarks on Carrier’s vehicles, equipment, uniforms, or marketing materials except as expressly authorized in writing by MENA Motion.

Subject to the terms of this Agreement, MENA Motion grants Carrier a limited, revocable, non-exclusive, non-transferable, non-sublicensable right and license to access and use the Platform during the term of this Agreement, solely to identify, accept, and perform Carrier Services and to manage Carrier’s account and Carrier Personnel on the Platform. MENA Motion may modify, update, suspend, or discontinue any feature or function of the Platform at any time, with or without notice. Carrier’s access to the Platform may be conditioned on completion of identity verification, regulatory checks, insurance verification, document submission, training, and similar onboarding steps.

MENA Motion does not guarantee the availability of any specific volume, quantity, type, or geography of Shipments, nor does MENA Motion guarantee any specific revenue, rates, utilization, or load mix to Carrier. Carrier’s use of the Platform is also subject to the Terms of Service and the Privacy Policy, each as in effect from time to time.

5.1 Operating Authority

Carrier shall maintain at all times all Operating Authorities required to perform the Carrier Services it offers through the Platform in each jurisdiction in which it operates. The specific Operating Authorities required vary by jurisdiction and are set out in the applicable Annex (Annex A for the United States, Annex B for the Kingdom of Saudi Arabia, Annex C for the Kingdom of Bahrain). Carrier represents and warrants that all Operating Authorities are in active and good standing as of the Effective Date and shall remain so throughout the term of this Agreement.

5.2 Onboarding Documentation

As a condition to using the Platform, Carrier shall provide such documentation as MENA Motion reasonably requests, including without limitation: business registration documents and ownership information; copies of all Operating Authorities, licenses, and permits; certificates of insurance with required coverages and additional-insured endorsements; vehicle registration documents; Driver license and identification information for Carrier Personnel who will operate on the Platform; tax registration information; banking and payment information; and any other information required by applicable law or by MENA Motion’s onboarding standards.

5.3 Eligibility Representations

Carrier represents and warrants that, as of the Effective Date and continuing throughout the term of this Agreement: (a) Carrier and its principals are not subject to any debarment, suspension, or exclusion from any U.S. federal program, including any FMCSA out-of-service order or denial, suspension, or revocation of operating authority; (b) Carrier and its principals are not subject to any sanctions, denial-of-export-privileges, or comparable restrictions imposed by the U.S. Office of Foreign Assets Control (OFAC), the United Nations, the European Union, the Kingdom of Saudi Arabia, the Kingdom of Bahrain, or any other applicable sanctions authority; (c) Carrier has not been convicted of or pled guilty to any offense involving fraud, dishonesty, theft, or moral turpitude; (d) Carrier has the legal capacity and authority to enter into this Agreement and to perform Carrier Services; and (e) all information provided by Carrier in connection with onboarding is accurate, complete, and current.

5.4 Continuing Disclosure

Carrier shall promptly notify MENA Motion in writing if (a) any Operating Authority is suspended, revoked, denied renewal, downgraded, or placed under any conditional or special status; (b) Carrier or any of its principals becomes the subject of any sanctions designation; (c) Carrier or any of its principals becomes the subject of any criminal investigation or charge involving fraud, dishonesty, theft, violence, or moral turpitude; (d) any insurance policy required by Section 6 is cancelled, non-renewed, or materially modified; or (e) any other event occurs that materially affects Carrier’s ability to perform Carrier Services or to satisfy the representations and warranties in Section 5.3.

6.1 Required Coverages

Carrier shall, at its sole cost and expense, procure and maintain at all times during the term of this Agreement, and for at least one year after termination, the following minimum insurance coverages with insurers rated A− VII or better by AM Best (or, where AM Best ratings are not applicable, an insurer approved by the regulator in the relevant jurisdiction). Specific minimums may be adjusted by jurisdiction in the applicable Annex. The following are the universal minimums; jurisdictional Annexes may impose higher requirements.

6.2 Additional Insured and Certificate Requirements

Each policy required by Section 6.1 (other than workers’ compensation) shall name MENA MOTION L.L.C., MENA MOTION W.L.L., and their respective affiliates, officers, directors, employees, and agents as additional insureds with respect to Carrier Services performed under this Agreement. Each policy shall be primary and non-contributory with respect to any insurance maintained by MENA Motion. Each policy shall contain a waiver of subrogation in favor of MENA Motion. Carrier shall provide MENA Motion with a certificate of insurance evidencing the required coverages, additional-insured status, and at least 30 days’ advance notice of cancellation, non-renewal, or material reduction in coverage. Carrier shall provide an updated certificate at each renewal and upon MENA Motion’s reasonable request.

6.3 Failure to Maintain Insurance

Failure to maintain any required insurance coverage is a material breach of this Agreement and may result in immediate suspension or termination of Carrier’s access to the Platform. MENA Motion has no obligation to verify the existence, adequacy, or scope of Carrier’s insurance, and any review of certificates by MENA Motion does not constitute a waiver of, or assumption of liability for, Carrier’s insurance obligations.

7.1 Responsibility for Carrier Personnel

Carrier is solely responsible for the recruitment, hiring, qualification, training, supervision, payment, discipline, and termination of all Carrier Personnel. Carrier is the sole employer or principal of all Carrier Personnel and is responsible for all wages, benefits, taxes, withholdings, social-insurance contributions, workers’ compensation, employer-employee disputes, and other obligations arising out of Carrier’s relationships with Carrier Personnel.

7.2 Driver Qualifications

Carrier represents and warrants that, as of the time any Carrier Personnel performs Carrier Services through the Platform, such Carrier Personnel: (a) holds a valid driver’s license for the class of vehicle being operated, with all required endorsements; (b) holds all other required permits, licenses, and authorizations under applicable law; (c) is physically and mentally fit to operate the vehicle and perform the Carrier Services, including under any U.S. DOT medical certification requirements where applicable; (d) has been screened by Carrier through appropriate background checks, motor-vehicle-record reviews, and identity verification consistent with applicable law and MENA Motion’s onboarding standards; (e) has been trained in the safe operation of the vehicle and in the proper handling of cargo of the types Carrier transports; and (f) is not subject to any disqualification, suspension, or out-of-service order under applicable law.

7.3 Carrier Personnel Conduct

Carrier shall ensure that Carrier Personnel comply with all applicable laws, regulations, MENA Motion community guidelines, and Shipper instructions while performing Carrier Services. Carrier shall ensure that Carrier Personnel treat Shippers, Receivers, MENA Motion personnel, and members of the public with respect; do not engage in harassment, discrimination, threats, or violence; do not record or photograph individuals or premises except as necessary to provide proof of delivery and consistent with applicable privacy laws; and do not engage in any conduct that could damage the reputation of MENA Motion, the Platform, the Shipper, or the Receiver.

7.4 Vehicles and Equipment

Carrier shall ensure that all vehicles and equipment used to perform Carrier Services are owned or lawfully leased by Carrier, are properly registered and licensed, comply with all applicable safety and emissions standards, are maintained in good operating condition, are operated by qualified Carrier Personnel, and are equipped with any equipment required by applicable law or by the Shipment requirements (including refrigeration, temperature monitoring, securement, and similar equipment).

MENA Motion maintains a zero-tolerance policy regarding the use of drugs or alcohol while performing Carrier Services. Carrier shall maintain a written drug and alcohol policy applicable to all Carrier Personnel performing Carrier Services through the Platform, and shall ensure that Carrier Personnel comply with that policy.

Where any Carrier Personnel is subject to U.S. Department of Transportation drug and alcohol testing requirements under 49 CFR Part 382 or any similar requirements in any other jurisdiction, Carrier shall maintain a compliant drug and alcohol testing program covering pre-employment, random, post-accident, reasonable-suspicion, return-to-duty, and follow-up testing, and shall maintain participation in the FMCSA Drug and Alcohol Clearinghouse where applicable. Carrier shall promptly remove from the Platform any Carrier Personnel who tests positive, refuses a test, or otherwise fails to comply with applicable drug and alcohol testing requirements.

Carrier Personnel may not perform Carrier Services while under the influence of alcohol or any substance, prescription or otherwise, that impairs the ability to drive or perform Carrier Services safely. MENA Motion may immediately suspend Carrier Personnel from the Platform pending investigation if MENA Motion receives a report or otherwise has reasonable grounds to believe that Carrier Personnel violated this Section 8.

9.1 Shipment Tendering and Acceptance

Shipments are offered to Carrier through the Platform with information regarding the pickup and delivery locations, scheduled times, cargo description, dimensions and weight, special handling requirements, and rate. Carrier may accept, decline, or ignore any Shipment in its sole discretion. Carrier’s acceptance of a Shipment through the Platform constitutes Carrier’s confirmation that Carrier is qualified, equipped, insured, and lawfully able to perform that Shipment, and Carrier’s agreement to perform that Shipment in accordance with this Agreement, the Shipment instructions, and applicable law.

9.2 Inspection at Pickup

Carrier shall inspect each Shipment at pickup for evident damage, leakage, contamination, mismatch with the bill of lading or shipping documents, securement issues, and any signs that the Shipment is unacceptable under Section 12. Carrier shall promptly report any such issues through the Platform before departing the pickup location. Failure to report such issues at pickup, or departure from the pickup location without report, constitutes Carrier’s acceptance that the Shipment was tendered in good condition and properly described.

9.3 In-Transit Conduct

Carrier shall transport the Shipment without unreasonable delay, by a route that is safe and lawful, in accordance with the Shipment instructions, and using reasonable care to prevent loss, damage, theft, contamination, or unauthorized access. Carrier shall not commingle Shipments in a manner that creates a risk of cross-contamination or misdelivery, shall not transfer the Shipment to any unauthorized third party, and shall not deviate from the agreed route or schedule except as required for safety, weather, road conditions, regulatory inspection, or similar legitimate reasons.

9.4 Tracking and Communications

Carrier shall use the Platform’s tracking, status-update, and communication features as provided, including making location updates available to MENA Motion and the Shipper during the performance of the Shipment, as further described in the Privacy Policy. Carrier consents to the collection and processing of location data and communications data of vehicles and Carrier Personnel during the performance of Carrier Services, and shall obtain all necessary consents from Carrier Personnel.

9.5 Proof of Delivery

Carrier shall obtain and provide proof of delivery (POD) through the Platform for every Shipment, in the form required by the Platform or by the Shipper, including signature, photograph, recipient name, delivery time and location, and any condition notes. Failure to provide a compliant POD may result in non-payment, payment delays, or claim denials.

Carrier may be entitled to additional charges for detention, demurrage, layover, redelivery, lumper, sorting, segregation, after-hours, or other accessorial services, on the rate schedule and conditions made available through the Platform or as agreed at the time of load tender. Carrier shall document all such services contemporaneously through the Platform, including timestamps, photographs where appropriate, and signed verification from the Shipper or Receiver where required. MENA Motion may, in its reasonable discretion, allocate the cost of accessorial services between Shipper and Carrier in accordance with the rate schedule and the underlying facts.

11.1 Full Cargo Responsibility

From the moment Carrier or Carrier Personnel takes physical possession of a Shipment at the pickup location until the moment of completed delivery to the Receiver evidenced by a compliant proof of delivery, Carrier assumes full and exclusive responsibility for the Shipment, including without limitation responsibility for loading, securement, transportation, in-transit care, unloading, and final delivery.

11.2 Carrier Liability for Loss and Damage

Carrier is fully liable to the Shipper, the Receiver, and any other party with an interest in the Shipment for any loss, damage, theft, contamination, destruction, delay, or other injury to the Shipment occurring during the period of Carrier’s responsibility under Section 11.1, except to the extent such loss or damage is caused by an act or omission of the Shipper (including improper packaging, mis-description, or concealed defect), an act or omission of the Receiver, an inherent vice of the goods, or a force majeure event under Section 21.

For Shipments moving in U.S. interstate commerce, Carrier’s liability is governed by the Carmack Amendment (49 U.S.C. § 14706), as further described in Annex A. For Shipments moving in the Kingdom of Saudi Arabia, the Kingdom of Bahrain, or other markets, Carrier’s liability is governed by the applicable transportation, commercial, and contract law of the relevant jurisdiction, as further described in the applicable Annex.

11.3 No Limitation Without Declared Value

Unless Carrier and Shipper have expressly agreed in writing to a declared value or released-value limitation prior to load tender, Carrier’s liability is the actual loss or injury to the Shipment, including but not limited to the invoice value, replacement cost, and reasonable consequential losses to the extent recoverable under applicable law.

11.4 Loss Protection Program (Conditional)

Where MENA Motion offers a Loss Protection Program from time to time, that Program may, on its terms, supplement or layer over Carrier’s primary liability under this Section 11. The Loss Protection Program does not relieve Carrier of any obligation under this Section 11 except as expressly stated in the Program terms.

Carrier shall not accept or perform any Shipment containing hazardous materials (HAZMAT) as defined under 49 CFR (United States), the relevant regulations of the Kingdom of Saudi Arabia and the Kingdom of Bahrain, or any other applicable jurisdiction, unless Carrier holds all required HAZMAT-specific Operating Authorities, training, equipment, vehicles, placards, and insurance, and unless the Shipper has expressly identified the Shipment as HAZMAT at the time of load tender with all required shipping papers, emergency-response information, and emergency contact details.

Carrier shall not accept or perform any Shipment that is unacceptable under Section 12.3 of the Terms of Service, including without limitation Shipments containing prohibited items in the relevant jurisdiction, Shipments lacking required customs declarations, Shipments with defective or inadequate packaging, and Shipments requiring controlled-temperature transportation that has not been pre-arranged. If Carrier becomes aware after pickup that a Shipment contains undeclared HAZMAT or other unacceptable items, Carrier shall promptly notify MENA Motion through the Platform and take such steps as are reasonably necessary for safety and legal compliance.

13.1 Performance Metrics

MENA Motion may monitor Carrier’s performance on the Platform, including without limitation acceptance rates, completion rates, on-time performance, claim rates, communication responsiveness, Shipper and Receiver feedback, and compliance with this Agreement and applicable law. Carrier acknowledges that performance monitoring is necessary for the integrity, safety, and quality of the Platform.

13.2 Performance Standards

MENA Motion may publish performance standards from time to time and may use those standards to determine eligibility for Shipments, ranking and visibility on the Platform, access to certain features, and continued participation on the Platform. Carrier shall use reasonable efforts to meet the published performance standards.

13.3 Appeals

If Carrier believes that any performance score, rating, suspension, deactivation, or other adverse action by MENA Motion is based on inaccurate information or factors outside Carrier’s reasonable control (including without limitation a Shipper or Receiver error, a force majeure event, or a system error on the Platform), Carrier may submit a written appeal to appeals@menamotion.comwithin thirty (30) days of the action. MENA Motion will review appeals in good faith and respond within a reasonable time. MENA Motion’s appeal determination is final.

14.1 Carrier Payment

Carrier shall be paid the rate confirmed at the time of load tender (the “Carrier Rate”), less any deductions expressly permitted under this Agreement or agreed by the parties (including any platform service fees, accessorial adjustments, or claim offsets), within thirty (30) calendar days following MENA Motion’s receipt of (a) a compliant proof of delivery for the Shipment, (b) a clean rate confirmation, and (c) any other documentation reasonably required by the Shipper or applicable law. MENA Motion may from time to time offer a quick-pay option at a discount; the quick-pay terms, where offered, will be made available through the Platform.

14.2 Payment Method and Currency

Payments to U.S. Carriers will be made in U.S. dollars through ACH, check, or such other method as MENA Motion makes available. Payments to Carriers in the Kingdom of Bahrain will be made in Bahraini dinars (BHD) or U.S. dollars at MENA Motion’s election. Payments to Carriers in the Kingdom of Saudi Arabia will be made in Saudi riyals (SAR) or U.S. dollars at MENA Motion’s election. Payments may be processed through one or more third-party payment providers, including Stripe and, in the MENA region, may include STC Pay, Barq, or Benefit (Bahrain) once integrated. MENA Motion may change its payment processor at any time without notice.

14.3 Withholding and Offsets

MENA Motion reserves the right to withhold, delay, or offset any payment otherwise due to Carrier in connection with: (a) any pending or asserted claim by the Shipper, Receiver, or any third party related to the Shipment; (b) any chargeback or payment reversal initiated by the Shipper’s payment method; (c) any suspected or confirmed violation of this Agreement, the Terms of Service, applicable law, or MENA Motion’s policies; (d) any cargo loss, damage, theft, or contamination claim; (e) any amount Carrier owes to MENA Motion under any other agreement; (f) any over-payment, mis-payment, or duplicate payment to Carrier; and (g) any tax, regulatory, or government withholding required by applicable law. MENA Motion shall use reasonable efforts to release any withheld amounts within ninety (90) days of the originating event unless an active claim, investigation, or legal process requires further withholding.

14.4 Recovery of Amounts Owed

If at any time Carrier owes amounts to MENA Motion that exceed the amount MENA Motion holds for Carrier, Carrier shall promptly pay such amount on demand. MENA Motion may, at its option, offset such amounts against future payments to Carrier, refer the matter to collections, or pursue any other remedy available under this Agreement or applicable law. Carrier shall reimburse MENA Motion for the reasonable costs of collection, including reasonable attorneys’ fees.

14.5 Tax Documentation

Carrier shall provide MENA Motion with all tax documentation reasonably required to make payments to Carrier in compliance with applicable law, including W-9 / W-8BEN forms in the United States, ZATCA-compliant tax invoices and FATOORAH e-invoicing data in the Kingdom of Saudi Arabia, and Bahrain National Bureau for Revenue documentation in the Kingdom of Bahrain. Failure to provide required tax documentation may result in withholding at the maximum rate required by applicable law or in suspension of payments until documentation is provided.

15.1 Claim Notice

Any claim by a Shipper, Receiver, MENA Motion, or other party for loss, damage, theft, contamination, destruction, delay, or other injury to a Shipment shall be submitted in writing through the Platform or to claims@menamotion.com. For Shipments moving in U.S. interstate commerce, the Carmack Amendment timing requirements apply (minimum nine (9) months for filing a claim and minimum two (2) years and one (1) day for filing suit), as further described in Annex A. For all other Shipments, claims must be submitted within thirty (30) days of the date Carrier accepted the Shipment, except where mandatory law in the relevant jurisdiction requires a different period.

15.2 Carrier Cooperation

Carrier shall cooperate fully and promptly with the investigation of any claim, including without limitation by providing requested documents (rate confirmations, proof of delivery, photographs, dispatch records, GPS data, communications, insurance information), making Carrier Personnel available for statements, preserving the Shipment and damaged goods to the extent practicable, and submitting the claim to its insurer where applicable. Failure to cooperate may result in adverse claim determinations, withholding of payments, and other remedies under this Agreement.

15.3 Determination and Settlement

MENA Motion may make claim determinations as between Shipper, Carrier, and any applicable Loss Protection Program in its reasonable discretion, subject to applicable law and any controlling regulatory regime (such as Carmack in the United States). Where MENA Motion advances payment to a Shipper or Receiver in connection with a claim, MENA Motion is subrogated to the Shipper’s or Receiver’s rights against Carrier and Carrier’s insurer, and may pursue recovery directly.

15.4 One Claim Per Shipment

Settlement of a claim is in full and final settlement of all loss or damage in connection with the Shipment, subject to mandatory law in the relevant jurisdiction.

16.1 Confidential Information

During Carrier’s use of the Platform, Carrier may receive or have access to confidential information of MENA Motion, Shippers, Receivers, and other Users, including without limitation rates, customer lists and identities, pricing methodologies, technology, business plans, methods, procedures, data, and other proprietary information (collectively, “Confidential Information”). Carrier shall hold Confidential Information in confidence, use it solely for the performance of Carrier Services, and not disclose it to any third party except (a) to Carrier Personnel who need to know for the performance of Carrier Services and who are bound by equivalent confidentiality obligations, (b) as required by applicable law (with prompt notice to MENA Motion where lawful), and (c) with MENA Motion’s prior written consent.

16.2 Personal Data and Privacy

Carrier’s collection, use, and disclosure of personal data on the Platform is governed by the Privacy Policy. Carrier shall comply with all applicable data-protection and privacy laws in the jurisdictions in which Carrier operates, including the California Consumer Privacy Act (as amended), the Kingdom of Saudi Arabia’s Personal Data Protection Law, the Kingdom of Bahrain’s Personal Data Protection Law, and any other applicable law. Carrier shall ensure that Carrier Personnel are aware of and comply with these laws.

16.3 Data Provided by Carrier

Carrier represents and warrants that Carrier has all necessary rights, consents, and authorizations to provide to MENA Motion any personal data that Carrier provides about Carrier Personnel or third parties in connection with onboarding, performance of Carrier Services, or otherwise on the Platform. Carrier shall indemnify MENA Motion for any breach of this Section 16.3 in accordance with Section 19.

During the term of this Agreement and for a period of six (6) months after termination, Carrier shall not, directly or indirectly, accept proposals from, provide transportation services to, or receive complete or partial payments from any Shipper for transportation services without using the Platform as the intermediary, or otherwise circumvent or attempt to circumvent MENA Motion’s role as broker or intermediary, with respect to any Shipper that was introduced to or first transacted with Carrier through the Platform within the preceding twelve (12) months. This Section does not restrict Carrier from continuing or expanding pre-existing relationships with Shippers that pre-date Carrier’s use of the Platform, provided that Carrier can demonstrate the pre-existing relationship by reasonable evidence on request. A breach of this Section may result in financial liability, termination of this Agreement, and any other remedy available at law or in equity.

18.1 Immediate Suspension

MENA Motion may suspend Carrier’s access to the Platform, in whole or in part, immediately and without notice if (a) any Operating Authority of Carrier or any Carrier Personnel is suspended, revoked, denied renewal, downgraded, or placed under any conditional or out-of-service status; (b) any insurance coverage required by Section 6 lapses, is cancelled, or is materially reduced; (c) MENA Motion has reasonable grounds to suspect fraud, theft, dishonesty, drug or alcohol use in violation of Section 8, sexual misconduct, harassment, threats of violence, or any other safety risk; (d) MENA Motion receives a credible report of conduct by Carrier or Carrier Personnel that endangers Shippers, Receivers, the public, or other Users; or (e) Carrier fails to cooperate with a claim investigation.

18.2 Termination for Cause

MENA Motion may terminate this Agreement immediately upon written notice for material breach of this Agreement (including any breach that is not cured within ten (10) days of MENA Motion’s notice, where the breach is reasonably curable), or for any of the events described in Section 18.1.

18.3 Termination Without Cause

Either party may terminate this Agreement without cause upon thirty (30) days’ written notice to the other party.

18.4 Effect of Termination

Upon termination, Carrier shall immediately cease using the Platform and shall complete in good faith any Shipments that were accepted prior to termination. MENA Motion shall pay Carrier for completed Shipments in accordance with Section 14, subject to any withholding or offset rights. Sections 11 (Cargo Responsibility), 14.3 (Withholding and Offsets), 15 (Claims), 16 (Confidentiality), 17 (Non-Circumvention), 19 (Indemnification), 20 (Disclaimer of Liability), 22 (Audit Rights), 25 (Dispute Resolution), and any other Sections that by their nature should survive, shall survive termination.

Carrier shall defend, indemnify, and hold harmless MENA Motion, its affiliates, and their respective officers, directors, employees, agents, and contractors (each, an “Indemnified Party”) from and against any and all claims, demands, suits, actions, judgments, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Carrier’s performance or non-performance of Carrier Services; (b) any cargo loss, damage, theft, contamination, destruction, delay, or other injury occurring during the period of Carrier’s responsibility under Section 11.1; (c) any personal injury, death, or property damage caused by Carrier or Carrier Personnel or by any vehicle, equipment, or operation of Carrier; (d) any breach by Carrier of any representation, warranty, or covenant in this Agreement; (e) any violation by Carrier or Carrier Personnel of applicable law, regulation, or Operating Authority; (f) any tax, employment, wage, benefit, workers’ compensation, or social-insurance claim asserted by any Carrier Personnel or any government agency in connection with Carrier’s relationships with Carrier Personnel; (g) any breach of confidentiality or data-privacy obligations under Section 16; and (h) any conduct of Carrier Personnel that is alleged to constitute discrimination, harassment, or other unlawful behavior. Carrier’s indemnification obligations apply regardless of the negligence of any Indemnified Party, except to the extent any claim is finally determined by a court or arbitral tribunal of competent jurisdiction to have been caused by the gross negligence or willful misconduct of the Indemnified Party.

MENA Motion does not provide transportation services, does not control Carrier’s operations or Carrier Personnel, and does not guarantee any specific volume, revenue, or outcome to Carrier. To the maximum extent permitted by applicable law, MENA Motion disclaims all liability for any damages, losses, fees, costs, or expenses arising out of or relating to (a) Carrier’s use of the Platform; (b) any acts or omissions of Shippers, Receivers, other Users, or third parties; (c) any error, interruption, defect, or unavailability of the Platform; or (d) any loss of revenue, profits, business opportunity, goodwill, or data.

To the maximum extent permitted by applicable law, in no event will MENA Motion be liable to Carrier for any incidental, special, exemplary, punitive, consequential, or indirect damages, even if MENA Motion has been advised of the possibility of such damages. To the maximum extent permitted by applicable law, MENA Motion’s aggregate liability to Carrier for all claims arising out of or relating to this Agreement in any rolling 12-month period is limited to the greater of (a) the total amount paid to Carrier by MENA Motion in the 12 months preceding the event giving rise to the claim and (b) USD 1,000.

Neither party is liable for any failure or delay in performance under this Agreement (other than payment obligations) caused by circumstances beyond such party’s reasonable control, including without limitation acts of God, fire, flood, earthquake, storm, pandemic and related public-policy or governmental orders, war, civil unrest, terrorism, embargo, change in applicable law, action by a governmental or regulatory authority, labor strike or stoppage, transportation infrastructure failure, cyberattack, or other similar events. The party affected by a force majeure event shall promptly notify the other party and shall use reasonable efforts to resume performance as soon as reasonably practicable.

MENA Motion may, at any time and from time to time, verify Carrier’s compliance with this Agreement, including without limitation by requesting updated certificates of insurance, copies of Operating Authorities, drug-and-alcohol-testing program documentation, motor-vehicle records, vehicle inspection records, and other documentation. MENA Motion may also conduct ride-alongs, vehicle inspections, training audits, and shipper or receiver interviews on reasonable notice and during normal business hours. Failure to cooperate with reasonable audit and verification requests may result in suspension or termination.

MENA Motion may, from time to time, offer a Loss Protection Program providing supplemental cargo loss protection on terms made available on the Platform. Where the Loss Protection Program is offered, the Program may, on its terms, provide an additional layer of protection that supplements but does not replace Carrier’s primary liability under Section 11. Where the Loss Protection Program is not in effect, Carrier’s liability under Section 11 stands without modification by this Section. The Loss Protection Program is not insurance issued to Carrier and does not modify Carrier’s obligation to maintain insurance under Section 6.

Modification.MENA Motion may modify this Agreement from time to time by posting an updated version on the Platform or otherwise providing notice to Carrier. Carrier’s continued use of the Platform after the effective date of any modification constitutes Carrier’s acceptance of the modification. Carrier may not modify this Agreement except by a writing signed by both parties.

Assignment.Carrier may not assign or delegate this Agreement, in whole or in part, without MENA Motion’s prior written consent. MENA Motion may assign this Agreement, in whole or in part, to any affiliate or in connection with any merger, acquisition, financing, restructuring, or sale of assets, without Carrier’s consent.

Notices. Notices to MENA Motion shall be in writing and sent to carriers@menamotion.comwith a copy to the address set out in the Company Details box above. Notices to Carrier may be provided through the Platform, by email to the address associated with Carrier’s account, or to the business address provided by Carrier during onboarding.

Severability and waiver. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force and effect, and the invalid provision is modified to the minimum extent necessary to make it enforceable. No waiver is effective unless in writing.

Entire agreement.This Agreement, together with the Terms of Service, the Privacy Policy, the Loss Protection Program (if and when offered), and any applicable Annex, constitutes the entire agreement between Carrier and MENA Motion regarding Carrier’s use of the Platform and performance of Carrier Services, and supersedes all prior agreements and understandings on the same subject matter. In the event of a conflict, this Agreement controls over the Terms of Service with respect to Carrier’s relationship with MENA Motion as a Carrier.

Language. This Agreement is executed in English. Any Arabic translation provided is for convenience only; in the event of a conflict, the English version controls, except where mandatory law in the relevant jurisdiction requires otherwise.

Survival. Sections that by their nature should survive termination shall survive, as listed in Section 18.4.

25.1 United States Carriers — Binding Individual Arbitration

Carrier and MENA Motion mutually agree to waive their respective rights to resolution of disputes in a court of law by a judge or jury and agree to resolve any dispute by binding individual arbitration. This agreement to arbitrate (the “U.S. Arbitration Agreement”) is governed by the U.S. Federal Arbitration Act and survives termination of this Agreement.

Arbitration under this Section 25.1 will take place solely on an individual basis. No class, collective, consolidated, or representative arbitration of disputes is permitted. Arbitration shall be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules in effect at the time the arbitration is initiated, as modified by this Agreement. The seat of arbitration shall be San Bernardino County, California. The arbitral award shall be final and binding. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles, except that the Federal Arbitration Act governs the interpretation and enforcement of this Section 25.1, and except as otherwise required by mandatory law in the jurisdiction in which Carrier operates. The Carmack Amendment governs cargo claims as set out in Annex A. Nothing in this Section prevents either party from seeking interim or conservatory measures in any competent court, or from pursuing any claim that is not lawfully arbitrable on a pre-dispute basis.

25.2 Kingdom of Saudi Arabia Carriers

For Carriers domiciled in or providing Carrier Services within the Kingdom of Saudi Arabia, all disputes, claims, or controversies arising out of or relating to this Agreement or the Platform shall be finally resolved by arbitration administered by the Saudi Center for Commercial Arbitration (SCCA) in accordance with the SCCA Arbitration Rules in effect at the time of filing, by a sole arbitrator (or three arbitrators where the SCCA Rules so require). The seat of arbitration shall be Riyadh, Kingdom of Saudi Arabia. The language of arbitration shall be English (with Arabic translations available on request). The arbitral award shall be final and binding. The substantive law of the Kingdom of Saudi Arabia shall apply to mandatory matters under Saudi law; Delaware law shall otherwise apply as set out in Section 25.1. Nothing in this Section prevents either party from seeking interim or conservatory measures in any competent court.

25.3 Kingdom of Bahrain Carriers

For Carriers domiciled in or providing Carrier Services within the Kingdom of Bahrain, all disputes, claims, or controversies arising out of or relating to this Agreement or the Platform shall be finally resolved by arbitration administered by the Bahrain Chamber for Dispute Resolution (BCDR) in accordance with the BCDR Arbitration Rules in effect at the time of filing, by a sole arbitrator (or three arbitrators where the BCDR Rules so require). The seat of arbitration shall be Manama, Kingdom of Bahrain. The language of arbitration shall be English (with Arabic translations available on request). The arbitral award shall be final and binding. The substantive law of the Kingdom of Bahrain shall apply to mandatory matters under Bahraini law; Delaware law shall otherwise apply as set out in Section 25.1. Nothing in this Section prevents either party from seeking interim or conservatory measures in any competent court.

By accessing the Platform as a Carrier, registering for a Carrier account, accepting any Shipment through the Platform, or otherwise affirmatively indicating acceptance of this Agreement, Carrier acknowledges and agrees that Carrier has read, understood, and agrees to be bound by the terms of this Agreement, including the dispute-resolution provisions in Section 25 and the applicable Annex.