MENA Motion Terms of Service

The Platform is a technology marketplace that connects persons and businesses seeking to ship goods (“Shippers”) with independent transportation companies and contractors offering or willing to offer freight and delivery services (motor carrier companies, courier companies, and similar transportation companies on the Platform are referred to as “Carriers,” and individuals operating vehicles to perform pickups and deliveries, whether as owner-operators or as employees, contractors, or other personnel of a Carrier (“Carrier Personnel”), are referred to as “Drivers”). Carriers and Drivers are collectively referred to as “Deliverers.” Persons designated to receive Shipments are referred to as “Receivers.” Shippers, Deliverers, Receivers, and any other persons accessing the Platform are collectively referred to as “Users.”

For purposes of this Agreement, the freight and delivery services provided to Shippers by Deliverers who are matched through the Platform, through MENA Motion personnel, or through any third-party service or technology platform integrated into the Platform are referred to collectively as the “Services.” A “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, and which may be carried by any means a Deliverer chooses.

Each User must create a User account that enables access to the Platform and binds such User to this Agreement. Any decision by a User to offer or accept Services is a decision made in such User’s sole discretion.

1.1 MENA Motion’s Role

MENA MOTION L.L.C. is a property broker licensed by the U.S. Federal Motor Carrier Safety Administration (FMCSA) under Motor Carrier Number MC1784650, with broker authority active as of the Effective Date and a $75,000 BMC-84 surety bond on file with the FMCSA, and with designated process agents on file under Form BOC-3. MENA MOTION L.L.C. arranges for the transportation of property by independent third-party motor carriers; it does not itself provide transportation services and is not a motor carrier.

MENA MOTION W.L.L. is registered in the Kingdom of Bahrain (Commercial Registration No. 182389-1) to provide smart-application services incidental to land transportation and operates the Platform for Users in the Middle East and North Africa region. MENA MOTION W.L.L. is not a motor carrier and does not itself provide transportation services.

Each MENA Motion entity is the contracting party for the Users in its respective region: MENA MOTION L.L.C. for Users located in the United States, and MENA MOTION W.L.L. for Users located in the Kingdom of Bahrain, the Kingdom of Saudi Arabia, and other markets in the MENA region. Where the context permits, references in this Agreement to “MENA Motion” refer to the MENA Motion entity that is your contracting party.

1.2 No Guarantee of Services or Volume

MENA Motion does not guarantee the availability of Deliverers, Shippers, Shipments, volumes, or revenue at any given location or time. Pricing, availability, and demand on the Platform vary based on a wide range of factors and are not guaranteed.

MENA Motion reserves the right to modify the terms and conditions of this Agreement and any of its policies related to the Platform or any Services at any time, and such modifications shall be binding upon you when posted on the Platform, communicated to you, or otherwise made available. Continued use of the Platform or performance of any Services after MENA Motion has posted an updated version of this Agreement or any of its policies, or has otherwise provided notice of any modifications, constitutes your acceptance of those modifications. While we may notify you of updates, you are responsible for periodically reviewing the most current version of this Agreement.

This Agreement may not be assigned by you, in whole or in part, without our express written consent, which may be withheld in our sole discretion. We may assign this Agreement, in whole or in part, to any affiliate or in connection with any merger, acquisition, restructuring, financing, or sale of assets, without your consent. Except as expressly stated in this Agreement, this Agreement does not create any third-party beneficiary rights.

The Platform and the Services may only be used by individuals and other legal entities who are at least 18 years old (or the age of legal majority in your jurisdiction, if higher) and who can form legally binding contracts under applicable law. The Platform is not available to Users who have had their User account temporarily or permanently deactivated.

By becoming a User, you represent and warrant that you have the right, authority, and capacity to enter into and abide by this Agreement; that, if you are an individual, you are at least 18 years old; that, if you are entering into this Agreement on behalf of a legal entity, you are authorized to bind that entity; and that all information you provide is accurate and complete.

You are responsible for maintaining the security and confidentiality of your account credentials and for all activity that occurs under your account. You agree not to share your account or allow other persons to use your account, and you agree that you are the sole authorized user of your account. You will promptly notify us of any suspected unauthorized access to or use of your account.

By creating a User account or otherwise using the Platform, you expressly consent to receive communications from MENA Motion, our affiliates, our service providers, and other Users, including by email, SMS or text message, telephone, push notification, in-platform messaging, and other electronic means. These communications may include operational and transactional messages relating to your account or use of the Platform or Services (such as account verification, dispatch notifications, delivery updates, exception alerts, payment confirmations, security alerts, and policy updates), and, where you have opted in or where otherwise permitted by law, marketing communications about new features, promotions, partner offers, and industry developments.

You agree that calls, SMS messages, and prerecorded messages from MENA Motion may be initiated by automatic telephone dialing systems or similar technology, and you confirm that the contact information you provide is accurate and that you have the authority to consent on behalf of any account you register. Standard messaging and data rates charged by your mobile carrier may apply.

For United States Users, this consent is provided in accordance with the Telephone Consumer Protection Act and similar laws. You may opt out of marketing SMS at any time by replying “STOP” (or the local equivalent) to any marketing SMS, and you may opt out of marketing email by following the unsubscribe instructions in any marketing email or by contacting privacy@menamotion.com. Even if you opt out of marketing communications, we will continue to send transactional and operational communications necessary to operate your account, perform the Services, and comply with our legal obligations.

For Users located in the Kingdom of Saudi Arabia, the Kingdom of Bahrain, and other jurisdictions where express consent is required for marketing electronic communications, marketing communications will only be sent where you have provided the required consent, and you may withdraw that consent at any time as described above.

All intellectual property rights in the Platform, including without limitation database rights, copyrights, design rights (whether registered or unregistered), trademarks (whether registered or unregistered), trade names, service marks, and similar rights wherever existing in the world, together with the right to apply for protection of the same, are owned by MENA Motion or its licensors absolutely and in their entirety. All other trademarks, logos, service marks, company names, and product names appearing on the Platform are the property of their respective owners.

Subject to the terms and conditions of this Agreement, MENA Motion grants each User a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to access and use the Platform during the term of this Agreement, solely for the purposes for which the Platform is intended. This license may be revoked by MENA Motion at any time and will automatically terminate upon the termination of this Agreement.

By submitting any content, materials, photographs, signatures, documents, communications, feedback, or other information to the Platform (“User Content”), you grant MENA Motion a perpetual, irrevocable, royalty-free, worldwide, transferable, sublicensable, non-exclusive license to use, reproduce, modify, distribute, display, perform, and create derivative works of such User Content in connection with the operation, improvement, and promotion of the Platform and the Services, and to comply with legal obligations. You represent and warrant that you have all rights necessary to grant this license and that the User Content does not infringe the rights of any third party.

The following disclaimers are made on behalf of MENA Motion, our affiliates, subsidiaries, parents, successors, and assigns, and each of our and their respective officers, directors, employees, agents, contractors, and shareholders.

The Platform is provided on an “as is” and “as available” basis, without any warranty or condition, express, implied, or statutory. To the maximum extent permitted by applicable law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee, warrant, or promise any specific results from the use of the Platform or the Services, including the availability of Shippers, Deliverers, Shipments, volumes, or revenue at any given location or time. We do not warrant that your use of the Platform or the Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, that any defects in the Platform will be corrected, or that the Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Platform or the Services. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you in full.

MENA Motion expressly disclaims any liability arising from the unauthorized use of your User account. Information provided by you on the Platform may be visible to other Users where necessary to perform the Services. Please carefully select the information you post on the Platform or release to other Users. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users or persons who obtain access through fraudulent means).

We reserve the right, but have no obligation, to monitor the materials posted on the Platform and to remove any content that, in our sole opinion, violates or is alleged to violate applicable law or this Agreement, or that we believe may be offensive, illegal, or that may violate the rights of, harm, or threaten the safety of Users or others. We are not responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Platform.

You will defend, indemnify, and hold harmless MENA Motion, our affiliates, subsidiaries, parents, successors, and assigns, and each of our and their respective officers, directors, employees, agents, contractors, and shareholders, from and against any claims, actions, suits, losses, costs, liabilities, damages, fines, penalties, and expenses (including reasonable attorneys’ fees) relating to or arising out of (a) your use of the Platform or your performance or receipt of Services; (b) your breach of this Agreement, any other agreement between you and MENA Motion or any of its affiliates, or any documents incorporated by reference; (c) your violation of any law, regulation, or the rights of any third party, including without limitation other Users; (d) your violation of any MENA Motion policy; (e) any allegation that any User Content you submit infringes or otherwise violates any copyright, trademark, trade secret, or other intellectual property right of any third party; (f) your ownership, use, or operation of, or loading, unloading, or transport of cargo on, any vehicle, including in connection with your receipt or provision of Services; and (g) any other activities in connection with the Services. This indemnification obligation applies without regard to the negligence of any party, including any indemnified person, and survives termination of this Agreement.

To the maximum extent permitted by applicable law, in no event will MENA Motion, including our affiliates, subsidiaries, parents, successors, and assigns, and each of our and their respective officers, directors, employees, agents, contractors, and shareholders (collectively, “MENA Motion” for purposes of this Section), be liable to you for any incidental, special, exemplary, punitive, consequential, or indirect damages (including damages for loss of profits, loss of revenue, loss of business, loss of data, loss of programs, failure to store any information or content, service interruptions, or for the cost of procurement of substitute services), arising out of or in connection with the Platform, the Services, or this Agreement, however arising, including by negligence, even if MENA Motion has been advised of the possibility of such damages.

The Platform may be used by you to request and schedule freight and delivery services with independent third-party Deliverers, but you agree that (i) MENA Motion has no responsibility or liability to you for any transportation, goods, or other services provided by third-party Deliverers other than as expressly set forth in this Agreement, including any Loss Protection Program of MENA Motion in effect from time to time, and (ii) you assume all risks related to your use of the Platform and any Services you receive or perform.

To the maximum extent permitted by applicable law, MENA Motion’s aggregate liability to you for all claims arising out of or relating to this Agreement, the Platform, or the Services in any rolling 12-month period is limited to the greater of (a) the total amount of fees you paid to MENA Motion in the 12 months preceding the event giving rise to the claim, and (b) USD 100. Certain jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights.

This Agreement is effective immediately upon your creation of a User account or your first use of the Platform, whichever is earlier, and continues in effect until terminated as provided below.

This Agreement may be terminated: (a) by you, without cause, upon deletion of your User account and discontinuance of any use of the Platform or related Services; (b) by MENA Motion, with respect to any Carrier or Driver, immediately upon termination of the underlying Driver / Carrier Agreement between such Carrier or Driver and MENA Motion; or (c) by either party immediately, without notice, upon the other party’s material breach of this Agreement.

In addition, MENA Motion may terminate this Agreement or suspend or deactivate your User account immediately if (i) you no longer qualify to provide or receive Services under applicable law, rule, permit, ordinance, or regulation, including loss of operating authority, safety rating, license, or required insurance; (ii) MENA Motion has a good-faith belief that such action is necessary to prevent fraud, criminal activity, or other misconduct, or to protect the safety of the MENA Motion community or third parties; (iii) you fail to adhere to MENA Motion’s community guidelines, code of conduct, or any applicable Carrier or Driver Agreement; (iv) you breach the non-circumvention or confidentiality obligations of this Agreement; or (v) any event occurs for which deactivation is permitted under any other agreement between you and MENA Motion.

If this Agreement is terminated by MENA Motion, we have the right to refuse you future access to the Platform or to any Services. If you subsequently use the Platform after termination, you are entering into this Agreement again and agree to be bound by its then-current terms. Sections 5 (Intellectual Property), 6 (Disclaimers), 7 (Indemnification), 8 (Limitation of Liability), 9 (Term and Termination), 10 (Confidentiality and Personal Information), 11 (Choice of Law and Severability), 13.6 (Liability for Shipments), 13.7 (Claims), 13.11 (Dispute Resolution and Arbitration), 13.12 (Non-Solicitation), 14.4 (Non-Circumvention), and any other provisions which by their nature should survive termination, shall survive any termination of this Agreement. After termination, MENA Motion may retain User information to the extent reasonably necessary to comply with legal, tax, accounting, or regulatory obligations, to enforce this Agreement, or to continue to operate the Platform, in accordance with our Privacy Policy.

During your use of the Platform, you may receive or be given access to technical, financial, strategic, commercial, operational, or other proprietary or confidential information relating to MENA Motion’s business, operations, properties, technology, pricing, customers, or Users (collectively, “Confidential Information”). You agree not to use any Confidential Information for your own use or for any purpose other than as contemplated by this Agreement, not to disclose or permit disclosure of any Confidential Information to any third party except as necessary in connection with your performance or receipt of Services, and to take reasonable measures to protect the secrecy of and avoid unauthorized disclosure or use of Confidential Information.

The collection, use, sharing, and protection of personal information through the Platform is described in our Privacy Policy, which is incorporated into this Agreement by reference. To the extent MENA Motion processes personal information you submit on the Platform, we will do so in accordance with the Privacy Policy and applicable data-protection laws, including, where applicable, the California Consumer Privacy Act, the Saudi Personal Data Protection Law, and the Bahrain Personal Data Protection Law. The disclaimers in this Agreement apply to the maximum extent permitted by applicable law.

Except for the dispute-resolution and arbitration provisions in Section 13.11 and except as otherwise required by mandatory local law in your jurisdiction, this Agreement is governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

For Users located in the Kingdom of Saudi Arabia, mandatory provisions of Saudi law apply to the extent they cannot be derogated from by contract. For Users located in the Kingdom of Bahrain, mandatory provisions of Bahraini law apply to the extent they cannot be derogated from by contract. Sections 14 and 15 set out additional region-specific terms.

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision, which shall continue in full force and effect. Any invalid or unenforceable provision shall be interpreted and construed in a manner that effectuates the original intent of this Agreement as nearly as possible.

MENA Motion is a property broker and not a motor carrier; we arrange transportation by third-party Deliverers. By placing an order through the Platform, you, as a Shipper, are agreeing on your own behalf and on behalf of the Receiver and any other person with an interest in the Shipment that this Agreement governs the Shipment and all Services performed in connection therewith. Every Shipment is transported on a limited-liability basis as described in this Agreement and the Loss Protection Program (where applicable).

As a Shipper, you represent and warrant that you are authorized to arrange the transportation of the Shipment in accordance with this Agreement; that all information provided regarding the Shipment is complete and accurate and may be relied upon by MENA Motion and Deliverers; that the Shipment is packaged, marked, and prepared in accordance with applicable law and to withstand the normal rigors of transportation; and that you will pay the amounts charged for your use of the Platform and the Services (“Charges”).

12.1 Fees and Charges

Shipping fees. MENA Motion will quote you a base shipping fee based on the information you provide regarding the Shipment, which may include weight, dimensions, contents, schedule, distance, urgency, and other factors. We may also quote flat or recurring rates for regularly scheduled Services. If conditions change, the information provided is inaccurate, or changes are made to the Shipment information or schedule, the actual shipping fee may change. MENA Motion does not guarantee that the actual shipping fee will equal the quoted fee and reserves the right to modify shipping fees, including for accessorial services rendered by the Deliverer that were not anticipated at the time of load tender (such as charges for excessive wait times at origin or destination).

Service fees.MENA Motion may assess a per-Shipment service fee for your use of the Platform, which may be included in the rate quoted for the Services without being separately identified. We may assess a cancellation fee where (a) a Deliverer has taken steps to fulfill your request before it was cancelled, or (b) we have otherwise communicated to you that cancellation fees may apply. We may assess a damage fee if your Shipment caused damage to a Deliverer’s property (including a vehicle) because of improper packing, improper loading or unloading, leakage, or sharp objects.

Other charges. Other fees and surcharges may be collected in connection with the Services, including actual or anticipated tolls, port and border fees, government and regulatory fees, electronic-invoicing or settlement fees, and processing fees. Where required by law, MENA Motion will collect applicable taxes, including U.S. federal, state, and local taxes; Saudi value-added tax (VAT) collected and reported through ZATCA FATOORAH e-invoicing where applicable; and Bahraini value-added tax where applicable.

Tips. Following a Shipment delivery, you may elect to tip the Driver. Any tips provided through the Platform will be passed entirely to the Driver without deduction by MENA Motion.

Payment processing. Charges are collected through one or more third-party payment processing services. As of the Effective Date, our primary payment processor is Stripe. We may engage additional or alternative payment processors over time, which may include STC Pay, Barq, and Benefit (Bahrain) for users in the MENA region, and we may replace any payment processor without notice to you. In no event will MENA Motion be liable for any acts or omissions of any payment processor. Charges are processed through the Platform or, where alternative arrangements have been made, may be separately invoiced to you. With the limited exception of tips collected outside the Platform, cash payments are strictly prohibited.

Payment timing.Charges for all Services booked through the Platform are due immediately upon completion of the Services, unless otherwise agreed in writing. We may seek a payment-method authorization upon addition of a new payment method or in connection with a Shipment to verify the payment method, ensure the Shipment cost will be covered, and protect against unauthorized behavior. The authorization is not a charge, but it may reduce your available credit by the authorization amount until your bank’s next processing cycle.

No refunds. All Charges are non-refundable to the maximum extent permitted by applicable law. This no-refund policy applies regardless of your decision to terminate use of the Platform, any disruption to the Platform or Services, or any other reason. MENA Motion may, in its sole discretion, agree to provide credits or discounts. Any such credits or discounts are non-assignable and non-transferable unless we expressly agree otherwise.

12.2 Cross-Border and International Shipments

The terms in this Section 12.2 apply with respect to any Shipment transported across international borders, including without limitation cross-border movements within the Gulf Cooperation Council (GCC). MENA Motion makes no representation that it acts or is authorized to act as a customs broker, freight forwarder, NVOCC, indirect air carrier, or ocean freight forwarder, and does not hold any such licenses or authorities.

MENA Motion or an applicable Deliverer may, in order to facilitate cross-border Services, perform any of the following on Shipper’s or Receiver’s behalf, either through the Platform or otherwise: (a) complete documents, amend product or service codes, and pay duties, taxes, or penalties required under applicable laws and regulations; (b) act as Shipper’s forwarding agent for customs and export-control purposes and as Receiver solely for the purpose of designating a customs broker to perform customs clearance and entry; and (c) redirect the Shipment to Receiver’s customs broker or other address upon request by any person reasonably believed to be authorized. Notwithstanding the foregoing, MENA Motion has no responsibility to make import or export compliance filings on behalf of Shipper.

For cross-border Shipments, MENA Motion makes no representation or warranty regarding the amount of any Deliverer’s liability for cargo loss with respect to Shipments moving to, from, or within any country other than the country of origin, and in no event will MENA Motion have liability with respect to cargo loss, damage, destruction, or delay with respect to any cross-border Shipment beyond what is expressly provided in the Loss Protection Program (where applicable).

12.3 Special Shipments and Unacceptable Shipments

Special Shipments.It is the Shipper’s sole responsibility, prior to offering any Shipment for transport, to determine whether any cargo included in its Shipment requires specific Deliverer qualifications or requirements (whether under applicable law or otherwise), to notify MENA Motion and the applicable Deliverer of those qualifications or requirements, and to properly package, label, and prepare shipping documentation. Such qualifications may include, without limitation, age requirements, possession of special permits, licenses, certifications, qualifications, insurance, equipment, or physical capabilities. Special Shipments may include, without limitation, Shipments that (i) include hazardous materials (“HAZMAT”) as defined in and regulated under 49 CFR (in the United States) or comparable regulations in any other applicable jurisdiction; (ii) require the use of a vehicle in excess of 26 feet long or 26,000 pounds in weight; (iii) require the Driver to lift objects in excess of 50 pounds; or (iv) require the use of special equipment or personnel to handle loading or unloading.

Hazardous materials.Without limiting the foregoing, each Shipper shall be solely responsible for ensuring that all HAZMAT is properly identified, packaged, labeled, and certified in compliance with all applicable legal requirements, including having proper shipping papers with emergency-response information and an emergency contact telephone number. Prior to offering any Shipment containing HAZMAT, Shipper has the responsibility to know the complete listings of HAZMAT and must provide notice to MENA Motion regarding the nature and quantity of HAZMAT included. Shipper’s indemnification of MENA Motion under Section 7 includes any liabilities arising out of inclusion of HAZMAT in any Shipment, including any clean-up costs associated with any incident.

Unacceptable Shipments. A Shipment is unacceptable if: it lacks any required customs declaration; it contains counterfeit goods, animals, bullion, currency, or gemstones; it contains weapons, explosives, or ammunition; it contains human remains; it contains illegal items, including but not limited to ivory and narcotics; its packaging is defective or inadequate to ensure safe transportation with ordinary care in handling; it contains tobacco, alcohol, hemp, or vaping products (except where expressly authorized in advance by MENA Motion); it requires controlled-temperature transportation that has not been pre-arranged; it contains any other item that a Deliverer reasonably decides cannot be carried safely or legally; or it includes HAZMAT and Shipper has failed to comply with the requirements above. In the Kingdom of Saudi Arabia and the Kingdom of Bahrain, additional locally prohibited items apply, including without limitation pork and pork products and any items prohibited under Saudi or Bahraini law.

12.4 Deliveries and Undeliverables

If a Shipment is unacceptable or undeliverable, has been undervalued for customs purposes, or the Receiver cannot be reasonably identified or located or refuses delivery, the Deliverer shall use reasonable efforts to return the Shipment to Shipper at Shipper’s cost. If return is not possible, the Shipment may be released, disposed of, or sold without incurring any liability to Shipper or anyone else, with the proceeds of any sale applied against expenses incurred in performance of the Services, any Charges, and related administrative costs, with any balance returned to Shipper. The Deliverer may destroy any Shipment that applicable law prevents the Deliverer from returning to Shipper, without liability to Shipper.

12.5 Inspection

Deliverers, MENA Motion, and any government, regulatory, customs, or law-enforcement authority have the right but not the duty to open and inspect a Shipment without notice for safety, security, customs, or other regulatory reasons or as may be reasonably necessary to confirm Shipper’s compliance with this Agreement.

12.6 Liability for Shipments and the Loss Protection Program

Shipments tendered through the Platform may be eligible for protection under MENA Motion’s Loss Protection Program, to the extent and on the terms made available from time to time on the Platform. Where MENA Motion offers a Loss Protection Program, that program is the sole and exclusive source of MENA Motion’s direct liability for loss or damage to any Shipment.

Notwithstanding any liability provided under any Loss Protection Program offered by MENA Motion, in no event will MENA Motion or any Deliverer be liable for any consequences of delay, lost profits, loss of revenue or income, loss of interest, loss of future business, or any other indirect, special, or consequential damages, even if the risk of such loss or damage was brought to the attention of MENA Motion or the Deliverer. MENA Motion and the applicable Deliverer’s liability is strictly limited to direct loss or damage to a Shipment only and, where a Loss Protection Program is offered, to the limits set forth therein. Neither MENA Motion nor any Deliverer is liable for damages or loss caused by delay unless delay is caused by failure to exercise reasonable dispatch and results in physical loss, damage, or destruction to the Shipment.

12.7 Claims

All claims arising from or relating to the Services, including without limitation any claims for reimbursement under the Loss Protection Program or any other claims for loss, damage, delay, or destruction of or to Shipments, must be submitted in writing to MENA Motion at claims@menamotion.com within thirty (30) days from the date the Deliverer accepted the Shipment. Failure to submit a claim within this period will result in the claim being permanently waived, and neither MENA Motion nor the Deliverer shall have any liability with respect to such claim. Claims are limited to one claim per Shipment, and settlement of a claim will be in full and final settlement of all loss or damage in connection with that Shipment.

12.8 Force Majeure

Neither MENA Motion nor any Deliverer is liable for any loss, damage, or delay arising out of circumstances beyond MENA Motion’s or the applicable Deliverer’s reasonable control. These include without limitation: electrical or magnetic damage to or erasure of electronic or photographic images, data, or recordings; any defect or characteristic related to the nature of the Shipment, even if known to MENA Motion; any act or omission by a person not employed or contracted by MENA Motion (including Shipper, Receiver, third parties, customs officials, or other government officials); and force-majeure events such as earthquake, cyclone, storm, flood, fog, war, plane crash, embargo, riot, civil commotion, industrial action, pandemic and related public-policy or governmental orders, change in applicable law, or other events of similar character. Shipper acknowledges that MENA Motion is not liable for any acts or omissions of Deliverers or their personnel and makes no warranties or representations as to whether Deliverers will comply with any obligations imposed on them by law, regulation, or contract.

12.9 Shipper Warranties and Indemnities

By offering any Shipment, the Shipper represents and warrants that: (a) all information provided is complete and accurate; (b) the Shipment is acceptable for transport under all applicable laws and regulations and complies with Section 12.3; (c) the Shipment was prepared in secure premises by reliable persons and was protected against unauthorized interference during preparation, storage, and any transportation to the applicable Deliverer; (d) the Shipper has complied with all applicable customs, import, export, data-protection, sanctions, embargo, anti-money-laundering, and other laws and regulations, including, where applicable, U.S. OFAC sanctions, EU sanctions, and the sanctions regimes of the Kingdom of Saudi Arabia and the Kingdom of Bahrain; and (e) the Shipper has obtained all necessary consents in relation to personal data provided to MENA Motion or the applicable Deliverer, including the personal data of Receivers and other third parties.

The Shipper will defend, indemnify (including reasonable attorneys’ fees), and hold harmless MENA Motion and each applicable Deliverer from and against, and shall pay and reimburse them for, all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to Shipper’s breach of any applicable law, rule, or regulation; Shipper’s breach of any provision, warranty, or representation in this Agreement; reliance on any information furnished by or on behalf of Shipper; or operation in accordance with any instructions provided by or on behalf of Shipper. Shipper’s obligations under this paragraph do not apply to the extent any such claim is determined by a court of competent jurisdiction or competent arbitral tribunal to have been caused solely by the gross negligence or willful misconduct of the party seeking the benefit of this provision.

12.10 Routing

Shipper agrees that Deliverers providing Services may route or divert any Shipment, including the possibility that the Shipment may be carried via intermediate stopping places or by alternative modes, to the extent the Deliverer deems reasonably necessary to perform the Services.

12.11 Dispute Resolution and Arbitration

12.11(a) United States Shippers — Binding Individual Arbitration

Shipper 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 and termination of Shipper’s relationship with MENA Motion.

Arbitration under this U.S. Arbitration Agreement will take place solely on an individual basis. No class, collective, consolidated, or representative arbitration of disputes is permitted. Except as expressly stated, this U.S. Arbitration Agreement applies to all actions, claims, demands, suits, or proceedings (collectively, “Claims”) between Shipper and MENA Motion, including our affiliates, subsidiaries, parents, successors, and assigns, and each of our and their respective officers, directors, employees, agents, contractors, or shareholders.

Any arbitration under this Section 12.11(a) shall be administered by the American Arbitration Association (AAA) pursuant to its Consumer Arbitration Rules (or, where applicable, the Commercial Arbitration Rules) in effect at the time the arbitration is initiated, as modified by this Agreement. Unless Shipper and MENA Motion agree otherwise, any arbitration hearings will take place in San Bernardino County, California, United States. Before initiating arbitration, the parties may agree to first attempt to negotiate any dispute informally for thirty (30) days, beginning when the party seeking negotiation sends to the other a written notice describing the nature and basis of the claim and the specific relief sought. All offers, promises, conduct, and statements made in the course of such negotiation are confidential, privileged, and inadmissible for any purpose other than as evidence that is otherwise admissible.

If a court or arbitrator determines that the class, collective, consolidated, or representative-action waiver is unenforceable as to a particular Claim, that Claim shall be severed and resolved by court action in the state or federal courts located in San Bernardino County, California, with the remaining Claims resolved in arbitration on an individual basis. This U.S. Arbitration Agreement does not require arbitration of any Claim for which it is unlawful for the parties to agree, on a pre-dispute basis, that such Claim must be arbitrated.

12.11(b) Kingdom of Saudi Arabia Shippers

For Shippers domiciled in or transacting from the Kingdom of Saudi Arabia, all disputes, claims, or controversies arising out of or relating to this Agreement, the Platform, or the Services 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, and the language of arbitration shall be English (with Arabic translations available on request). The arbitral award shall be final and binding on the parties. Nothing in this Section prevents either party from seeking interim or conservatory measures in any competent court.

12.11(c) Kingdom of Bahrain Shippers

For Shippers domiciled in or transacting from the Kingdom of Bahrain, all disputes, claims, or controversies arising out of or relating to this Agreement, the Platform, or the Services 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, and the language of arbitration shall be English (with Arabic translations available on request). The arbitral award shall be final and binding on the parties. Nothing in this Section prevents either party from seeking interim or conservatory measures in any competent court.

12.11(d) All Shippers

The provisions of this Section 12.11 are in addition to, and not in lieu of, the choice-of-law provisions in Section 11. Mandatory provisions of local law in your jurisdiction that cannot be waived by contract continue to apply.

12.12 Non-Solicitation of Deliverers

During the term of this Agreement and for a period of six (6) months following the later of the termination of this Agreement or Shipper’s last use of the Platform, Shipper shall not, directly or indirectly, hire, engage, contract with, solicit, induce, recruit, or otherwise cause: (i) any Deliverer, or any person working as an employee or independent contractor of any Deliverer that performed Services for Shipper through the Platform, to perform transportation services for Shipper outside the Platform; or (ii) any employee or independent contractor of MENA Motion or its affiliates to terminate, diminish, or reduce their employment or contracting relationship with MENA Motion for the purpose of joining, contracting with, associating with, or becoming employed by Shipper. The foregoing restriction in clause (i) does not apply if Shipper pays MENA Motion a finder’s fee of USD 10,000 (or local-currency equivalent) per Deliverer (or per individual working for any Deliverer to provide Services) within ten (10) business days of hiring or contracting. Shipper will provide MENA Motion with all records reasonably requested for purposes of verifying compliance with this Section.

Each Carrier must enter into a written Carrier Agreement with MENA Motion, and each Driver (unless they are Carrier Personnel registered under and operating through a Carrier’s account) must enter into a written Driver Agreement with MENA Motion, in each case before receiving access to the Platform or performing any Services. By accessing the Platform or performing any Services, each Carrier and Driver agrees to be bound by the applicable Carrier Agreement or Driver Agreement, in addition to this Agreement. In the event of a conflict between this Agreement and a Carrier Agreement or Driver Agreement, the Carrier Agreement or Driver Agreement (as applicable) controls.

13.1 Representations and Agreements

By providing Services to Shippers or accessing the Platform, you (and, where applicable, your Carrier Personnel) represent, warrant, and agree as follows:

Care and respect.You agree to abide by MENA Motion’s community guidelines and code of conduct as in effect from time to time, and to treat each person with whom you interact as part of your Services — including Shippers, Receivers, MENA Motion personnel, and members of the public — with respect. You agree to treat all Shipments with the utmost care, making every effort to keep them from damage, loss, theft, contamination, or unauthorized access.

Confidentiality. You agree to maintain the confidentiality of the Shipper, Receiver, and Shipment, and of all information provided through the Platform, except to the extent disclosure is required by law or expressly permitted by this Agreement.

Safety.You agree to perform the Services safely. You affirm that you (or, where applicable, your Carrier Personnel) are physically and mentally fit to perform the Services you accept, including the ability to lift up to 50 pounds. Some Service requests may include a requirement to lift more than 50 pounds, which you may accept at your sole discretion. You acknowledge that MENA Motion is not liable for any costs or damages you may suffer if you (or any of your Carrier Personnel) are hurt or injured while performing Services and that you are not entitled to receive workers’ compensation, health care, or other benefits from MENA Motion. You must ensure you have adequate health and accident insurance in place prior to performing Services. As a condition to using the Platform, you (or your Carrier Personnel) may be required to complete a safety training provided by MENA Motion.

Substances. MENA Motion maintains a zero-tolerance policy regarding being under the influence of drugs or alcohol while providing Services. We may promptly suspend your access to the Platform, pending investigation, if we receive a report that you (or any of your Carrier Personnel) are suspected of having been under the influence of drugs or alcohol while providing Services. You may not agree to or perform Services while under the influence of any substance that may impair your ability to drive or work safely.

Qualifications and authority.You represent that you (or, where applicable, your Carrier Personnel) are qualified to operate any vehicle used in the performance of Services in compliance with all applicable federal, state, and local laws, including, in the United States, applicable FMCSA regulations, Department of Transportation requirements, motor-carrier operating authority, and CDL requirements where required; in the Kingdom of Saudi Arabia, all applicable Transport General Authority (TGA) registrations, Nafith / TPID requirements, and IQAMA / Istimara requirements; and in the Kingdom of Bahrain, all applicable transport regulator and labour-authority requirements. You represent that you (or your Carrier Personnel) possess all required driver’s licenses, permits, and authorizations and that you have, and will maintain at all times while providing Services, all required liability, automobile, cargo, and other insurance.

Compliance with law. It is your responsibility to know and comply with all applicable federal, state, and local laws relating to your performance of any Services, including without limitation those laws applicable to Special Shipments described in Section 12.3, the transportation of items over State or international lines, prohibitions on the transportation of certain items, age restrictions, and ZATCA FATOORAH e-invoicing where applicable. Your indemnification obligations under Section 7 apply to all liabilities arising out of your non-compliance.

13.2 Independent Contractor Relationship

As a Deliverer on the Platform, you acknowledge and agree that you and MENA Motion are in a direct business relationship and that the relationship between the parties under this Agreement is solely that of independent contracting parties. You are not performing the same services and are not in the same trade, occupation, or profession as MENA Motion. You and MENA Motion expressly agree that (a) this is not an employment agreement and does not create an employment relationship between you and MENA Motion; (b) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement; and (c) you have no authority to bind MENA Motion, and you undertake not to hold yourself out as an employee, agent, or authorized representative of MENA Motion.

MENA Motion does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement, the applicable Carrier Agreement, or the applicable Driver Agreement. You retain the sole right to determine when, where, and for how long you will use the Platform or perform Services pursuant to it (subject to any commitments you make to Shippers regarding such Services). MENA Motion is not responsible for the performance or non-performance of your obligations or those of any Shipper or other User. You retain the option to accept, decline, or ignore a Shipper’s request for Services on the Platform. MENA Motion shall have no right to require you to (a) display MENA Motion’s names, logos, or colors, or (b) wear a uniform or other clothing displaying MENA Motion’s names, logos, or colors. You acknowledge and agree that you have complete discretion to provide Services or otherwise engage in other business or employment activities.

You acknowledge that you (and your Carrier Personnel) are not employed by MENA Motion or any Shipper. You further acknowledge that neither MENA Motion nor any Shipper is a joint employer, integrated employer, or single enterprise with one another, with you, or with any other User. You agree to take no position regarding, on any tax return or application for benefits, or in any proceeding directly or indirectly involving MENA Motion or any of its affiliates, that is inconsistent with your status as an independent contractor providing services to the public in part through the use of the Platform.

13.3 Non-Circumvention

During the term of this Agreement and for a period of six (6) months following the later of the termination of this Agreement or your last use of the Platform, you shall not accept proposals from, provide Services to, or receive complete or partial payments from any Shipper for transportation services without using the Platform as the intermediary of the transaction, or otherwise circumvent or attempt to circumvent MENA Motion’s role as broker, payment processor, or intermediary, if you provided any Services to such Shipper through the Platform within the preceding six-month period.

13.4 Drivers Affiliated with Carriers

To the extent permitted by law and subject to the terms of this Agreement, Carriers may engage Carrier Personnel to perform all or some of the Services to be provided by the Carrier, provided the Carrier has appropriate motor-carrier operating authority with the FMCSA and any applicable U.S. state agency, or with the Transport General Authority (TGA) in Saudi Arabia, or with the applicable Bahraini regulator, and all Carrier Personnel are registered on the Platform and meet all requirements applicable to Deliverers in this Agreement.

Carrier Personnel performing Services pursuant to their affiliation with a Carrier are required to create a User account associated with such Carrier. With respect to such Carrier Personnel, the terms of this Agreement are subject to, and modified to the extent necessary to resolve any conflicts with, the applicable Carrier Agreement between MENA Motion and such Carrier.

14.1 Kingdom of Saudi Arabia

For Users located in or transacting through the Kingdom of Saudi Arabia: (a) all transportation Services must be performed by Carriers and Drivers holding all required Transport General Authority (TGA) registrations and authorizations; (b) all relevant Shipments must be recorded through the Nafith national freight transport system, with each load assigned a Transport Permit Identification (TPID) where applicable; (c) Drivers must hold valid IQAMA (or Saudi national ID) and the relevant vehicle Istimara; (d) all VAT-able Charges shall be invoiced and reported through ZATCA FATOORAH e-invoicing in accordance with the Zakat, Tax and Customs Authority requirements; (e) personal data of Saudi Users is processed as described in our Privacy Policy and the Saudi Personal Data Protection Law; and (f) all locally prohibited goods, including without limitation pork and pork products and any items prohibited under Saudi law, are unacceptable Shipments.

14.2 Kingdom of Bahrain

For Users located in or transacting through the Kingdom of Bahrain: (a) all Carriers and Drivers must hold the required Bahraini transport authorizations; (b) employment of personnel in Bahrain shall comply with the requirements of the Labour Market Regulatory Authority (LMRA), including any required permits and registrations; (c) all VAT-able Charges shall be invoiced and reported in accordance with applicable Bahraini National Bureau for Revenue (NBR) requirements; (d) personal data of Bahraini Users is processed as described in our Privacy Policy and the Bahrain Personal Data Protection Law; and (e) all locally prohibited goods are unacceptable Shipments.

Entire agreement. This Agreement, together with the Privacy Policy, the applicable Carrier Agreement or Driver Agreement, the Loss Protection Program (where applicable), and any other documents incorporated by reference, constitutes the entire agreement between you and MENA Motion regarding the Platform and the Services and supersedes all prior or contemporaneous agreements, communications, and understandings, whether oral or written, with respect to the same subject matter.

No waiver. The failure of MENA Motion to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

Headings. Section headings in this Agreement are for convenience only and have no legal or contractual effect.

Notices to MENA Motion. Any notice to MENA Motion under this Agreement must be in writing and sent to the contact details set out in Section 16.

Notices to you. We may provide notices to you by email to the address associated with your account, by SMS to the mobile number associated with your account, by push notification, or through the Platform. You are responsible for keeping your contact information current.

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