Terms of Use

These terms govern your use of the Hexagen transportation management system (the Service when we host it, the Software when you host it).

They are in three parts. Part 1 applies to everyone. Then Schedule A applies if you subscribe to our hosted service, and Schedule B applies if you hold a licence and run the Software on your own infrastructure. Where a Schedule conflicts with Part 1, the Schedule governs.

Who you are contracting with: Hexagen Technologies Inc., incorporated under the Canada Business Corporations Act, corporation number 1379145-9, with its registered office in Brampton, Ontario, Canada ("we", "us", "our").

Part 1 — Terms that apply to everyone

1. Accepting these terms

By creating an account, by accepting an invitation to administer one, or by installing the Software under a licence, you agree to these terms. If you are agreeing on behalf of a company, you confirm you are authorised to bind it, and "you" means that company.

Where you signed up for the Service yourself, we record which version of these terms you accepted and when; where we set your account up under a signed order, that order records your acceptance.

2. Your account

You are responsible for the accuracy of the information you give us, for keeping credentials secure, and for what the users you invite do with the Service. Tell us promptly if you believe an account has been compromised.

You must be at least the age of majority in your province and legally able to enter a contract.

3. Your data stays yours

You keep all rights in the data you put into the Service or Software — your loads, customers, carriers, drivers, equipment, documents and everything derived from them (Your Data). We claim no ownership of it.

What we may do with Your Data differs by deployment model and is set out in Schedule A §A4 or Schedule B §B5, and in the Privacy Policy.

4. Acceptable use

You must not:

• break the law, or use the Service to help someone else break it
• upload malware, or content you have no right to upload
• attempt to access another customer's data, probe or circumvent our security controls, or test them without our prior written consent
• resell or provide the Service to a third party unless your agreement with us says you may
• misrepresent your relationship to a driver, carrier or customer whose data you enter

You are responsible for the personal information you put in. You confirm you have a lawful basis to collect and use the personal information of drivers, contacts and other individuals whose data you enter, including any consent Canadian privacy law requires. This matters most for driver location — see §5.

5. Drivers and location tracking

The product can record a driver's position while a load is active, from a telematics device or from the driver's mobile app.

You are the organisation responsible for that tracking. You decide to dispatch the driver, and you hold the legal basis for collecting their location. We build the consent and control surfaces described in the Privacy Policy — explicit and revocable consent, a visible indication while tracking is on, and tracking that stops on delivery — but the decision to track is yours, and so is the obligation to be transparent with your drivers about it.

Tracking off duty is not a supported use of this product. The Software is built to stop tracking on delivery, and you must not attempt to defeat that.

6. Messages we send on your behalf

The product sends email and messaging-app messages — quotes, notifications, and messages to your drivers.

Canada's Anti-Spam Legislation applies to commercial electronic messages. You are responsible for having consent to message the recipients you enter, for the accuracy of the sender identity you configure, and for honouring unsubscribe requests. We provide the mechanisms; we cannot know whether your recipient consented.

Messaging a driver over WhatsApp requires that driver's recorded opt-in, which the product captures and displays.

7. Not an electronic logging device

This product is not an electronic logging device and does not record Hours of Service. It creates and edits no duty-status record. Where your telematics provider reports a driver's duty status and remaining hours, the product reads them from that provider to show them, and saves none of them to its database. It is not certified as an ELD in Canada or registered as one in the United States. Its trip reports are the driver's own record of distance and expenses for a completed trip — they are not a logbook and must not be used as one.

You remain responsible for hours-of-service compliance through whatever certified system you use.

8. Third-party services

The product connects to third-party services you choose to enable — telematics providers, email and calendar providers, accounting systems, fuel-card providers and messaging. Your use of those services is governed by your agreement with them, and we are not responsible for what they do or fail to do. Disabling a connection is always available to you.

Mapping is not one of them. Where we host the Service, address lookup is part of the Service itself: it runs through our own account with Google, for every account, and no setting turns it off. Road routes and the interactive map come from Google too, where your account has the Google routing add-on.

Where we host the Service, the providers that handle personal information on our behalf are listed in our subprocessor list.

9. Warranties and disclaimers

What we do promise. We will provide the Service and the Software with reasonable skill and care, and we have the right to grant you the rights these terms grant. Where we host the Service, section A3 describes the effort we apply to availability and the support you get.

What we do not promise. Except as stated above, the Service and the Software are provided "as is" and "as available", and we disclaim every other warranty, condition and representation that the law allows us to disclaim — including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

In particular, and so there is no doubt about the specific things software of this kind is often assumed to promise:

• We do not warrant that the Service will be uninterrupted, timely, secure or error-free. Section A3 says plainly that there is no uptime commitment
• We do not warrant that defects will be corrected, or corrected within any period
• We do not warrant the accuracy or completeness of anything you or a third party puts into the product, including rates, distances, routes, addresses, tax treatment, and anything an integration returns to us
• AI output is not advice. Nothing an AI feature outputs — a suggestion, a reading on the Power board, or a reply the driver WhatsApp assistant sends — is a professional opinion or a substitute for a person deciding. The Privacy Policy §7 describes how they work
• We do not warrant compliance. The product is not an electronic logging device (section 7), and nothing in it is legal, tax, accounting or regulatory advice. Meeting your own obligations is yours

Where you host the Software (Schedule B), an availability or performance warranty is not ours to give — we do not operate the infrastructure, choose the configuration, or run the jobs. Section B7 states what the Software is capable of; how it runs at your site is section B4.

What cannot be disclaimed. Nothing in these terms excludes or limits a warranty, condition, right or remedy that applicable law does not allow to be excluded or limited. Where a limitation in this section is unenforceable, it applies to the fullest extent the law does allow, and the rest of these terms stand.

10. Limitation of liability, and indemnity

The cap. Our total liability to you, for everything arising out of or relating to these terms, is limited to the amount you paid us in the twelve months before the event giving rise to the claim. If you have paid us nothing, our total liability is limited to CAD $100.

What neither of us is liable for. Neither of us is liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill, or the cost of substitute services — even if told such loss was possible.

Loss of data, specifically, because a freight record is the thing a carrier cannot re-create: we are not liable for loss or corruption of Your Data beyond the cap above. Section A5 keeps export available in every state of your account, which is what makes your own copy possible; keeping one is your decision to make.

What the cap does not cover. The limits above do not apply to:

• either party's fraud, fraudulent misrepresentation, or wilful misconduct
• death or personal injury caused by negligence
• your obligation to pay fees you owe us
• anything the law does not permit us to limit

You indemnify us against claims, losses and reasonable costs arising from Your Data, from your use of the product in breach of section 4, from messages you send through it in breach of section 6, and from a claim by someone whose personal information you loaded that you had no right to collect or share it. We will tell you promptly about any such claim, let you control the defence, and not settle it without your agreement.

We do not give an intellectual-property indemnity in these terms. Saying so plainly is better than silence: if you need one, it is a term to negotiate in an order, not something to read into a gap here.

Why this section is short and blunt. It allocates risk between two businesses. It is not a statement that we expect to fail, and it does not reduce what section 9 says we will actually do.

11. Suspension and termination

We may suspend or terminate access if you materially breach these terms, if payment fails after the notice period in Schedule A §A2, or if required by law. Where practical we give notice first and a chance to fix the problem.

You may stop using the Service or Software at any time. What happens to Your Data on termination is in Schedule A §A5 or Schedule B §B6 — and those two answers are very different.

12. Changes to these terms

We may update these terms. We publish a new version rather than editing the one you accepted, and the version you accepted stays available.

For a change that reduces your rights or materially increases your obligations, we give at least 30 days' notice before it takes effect, and you may terminate rather than accept it. Other changes take effect when published.

13. Governing law

These terms are governed by the laws of Ontario and the federal laws of Canada that apply there. The courts of Ontario have exclusive jurisdiction, and you and we both submit to them.

14. General

If a provision is unenforceable, the rest survives. Our not enforcing something is not a waiver of it. You may not assign these terms without our written consent; we may assign them to a successor of our business. These terms and the documents they reference are the entire agreement between us.

15. Language

These terms are published in English and in French, at the same version and the same effective date. Neither version is subordinate to the other. Where a difference in meaning appears between them, the version in the language you read and accepted is the one that governs your agreement with us, and we will correct the other.

We say it that way rather than nominating one language to prevail because a contract of adhesion in Quebec is not one where the French text can be made to yield to the English, and because it is the answer that is fair in both directions.

16. Contact

Hexagen Technologies Inc., Brampton, Ontario, Canada · info@hexagen.ca

Schedule A — Hosted service (SaaS subscription)

Applies if we host the product for you.

A1. The service

We provide access to the Service over the internet for the subscription term. We host in Canada — see the Privacy Policy for where data is processed and which third parties are involved.

A2. Fees, renewal and cancellation

• Fees, billing frequency and the plan's included capabilities are those shown at signup or in your order
• A one-time setup fee may apply where we have agreed one with you in advance. It is stated in your order, is separate from the recurring subscription, and is not charged at self-serve signup
• Your subscription renews automatically at the end of each billing period, at the then-current price, until you cancel. You can cancel at any time from the product, effective at the end of the current billing period
• Billing is monthly and recurring, and fees are not refundable. Cancelling stops the next renewal and your access continues to the end of the month you have already paid for. We refund only where we have agreed to it with you in writing beforehand, which is normally part of an enterprise order
• We give at least 90 days' notice before a renewal price changes. You can cancel before the new price takes effect
• If a payment fails, we may suspend access after 7 days of notice

Automatic renewal, stated plainly. Because this is the term most easily missed:

• If you signed up for the Service yourself, your subscription renews every month and we charge the card you gave us, until you cancel. There is no end date and no separate approval step for each renewal
• We do not send a reminder before a renewal charge. We are telling you that rather than letting you assume otherwise
• You can cancel at any time, from inside the product, without contacting us. Cancelling stops the next renewal; you keep access until the end of the month you have paid for
• Fees are not refundable (section A2), so cancelling part-way through a month does not refund that month
• A price change gets 90 days' notice and you can cancel before it takes effect

If you signed up for the Service yourself, you gave a card at signup and the first charge happens then. That is the moment the subscription starts, not a trial that converts silently later. If we set your account up for you, your order states the term, the fees and how they are billed.

A3. Availability and support

We do not offer an uptime service level agreement. The Service is early and runs without high-availability infrastructure, and we would rather tell you that than publish a number we cannot stand behind. We use commercially reasonable efforts to keep it available and to restore it promptly when it is not, and we will tell you about planned maintenance where we can. Nothing in this section is a guarantee of uptime.

Support is included in your subscription. Response targets are the time we aim to take to respond to a request, not to resolve it, and they follow your plan:

These are targets we work to, not guarantees, and they sit alongside the absence of an SLA above rather than replacing it. Support for the self-hosted Software is not included in a licence — see Schedule B.

A4. How we handle Your Data

We process Your Data on your instructions, to provide the Service. We do not sell it, and we do not use it to train machine-learning models.

Our staff access Your Data only where needed to run the Service, resolve a support request you raise, or comply with the law.

AI features are optional, off by default, and you turn them on. Where you enable one, the inputs described in the Privacy Policy §7 are sent to our AI provider to produce a result. Three limits apply and we hold ourselves to them: your data is not used to train models; we do not store the prompt sent to the AI provider, and we store an AI answer only where the Privacy Policy §7 says we do; and no AI output changes a load, a trip, an order, an invoice or any other record of your business. Not every AI output waits for a person to accept it: AI live tracking's reading is shown on the Power board, and the driver WhatsApp assistant's reply is sent to the driver who asked, without anyone reviewing either first. Because these features run on a global model deployment, processing may occur outside Canada — which is why they are opt-in rather than on.

The Privacy Policy and, where it applies, the Data Processing Addendum set out the detail.

A5. Export and what happens when you leave

• Export is available throughout — while active, while in grace, and after cancellation
• After cancellation we retain Your Data for 90 days, so you can export it or change your mind. After that it becomes eligible for permanent deletion
• Deletion is a genuine deletion, not a hidden flag — except that deleting a driver's capture does not delete the copy DropWire, our capture service, keeps; that copy goes only on DropWire's own retention schedule (Privacy Policy §8)
• Backups age out on their own schedule, so data may persist in backups for a period after deletion from the live system

A6. Security

We maintain administrative, technical and physical safeguards appropriate to the sensitivity of the data. No system is perfectly secure, and we do not claim otherwise.

If a breach of security safeguards creates a real risk of significant harm, we notify you and the Office of the Privacy Commissioner of Canada as the law requires.

Schedule B — Self-hosted licence

Applies if you licence the Software and run it on infrastructure you control.

B1. Licence grant

We grant you a non-exclusive, non-transferable, non-sublicensable licence to install and use the Software for your own business operations, for the licence term, on the deployment the licence identifies, subject to the capabilities the licence file records.

B2. Restrictions

You may not sublicense, resell or provide the Software to a third party as a service; remove or alter licensing, copyright or attribution notices; or use it beyond the capabilities or term your licence records.

Your licence is a signed file bound to one installation. It does not entitle a second site.

Licence enforcement here is a business control, not a technical one. That does not make circumventing it acceptable — this section is the contractual obligation that stands behind it.

B3. Term, renewal and expiry

The licence runs for the annual term stated in your order. On expiry the Software enters a read-only state rather than locking you out — you keep access to your own records and can export them. Renewal restores full function.

Licence fees, the renewal fee and any setup fee are those agreed in your order. They are negotiated with you rather than published, and renewal is at the fee stated for the renewal term in that order.

Support is not included in a licence. Where you want it, it is a separate agreement at a separate fee. The Software's own behaviour on expiry — read-only, never a lockout — does not depend on holding a support agreement.

B4. Your operating responsibilities

You operate the Software, so you are responsible for the environment it runs in: hosting, network, database, backups and their restoration, applying updates we supply, access control within your organisation, and the security of the infrastructure.

B5. We do not hold your operational data

This is the most important difference between the two Schedules.

Because you host the Software, your operational data — loads, customers, drivers, documents, position history, documents and mail — never reaches us. We are not a processor of it. You are both the organisation responsible for it and its operator.

What we do hold is your account and licence record, the billing relationship, and any support correspondence. That is set out in the Privacy Policy under "When you host the Software".

Support access is one exception. If you ask us to help with a problem and grant us access to your installation, we may see your data for that purpose. That access is by your invitation, limited to the request, and recorded. Absent that invitation, we have no access.

Driver captures are the other, if you use DropWire. If you configure the Software to send driver captures through DropWire, our capture service, each photograph or document a driver captures passes through DropWire, which keeps a copy on its own retention schedule.

B6. What happens at the end of the term

There is no return-or-delete step for your operational data, because we never had it — apart from any copies DropWire keeps of driver captures (section B5), which go only on DropWire's own retention schedule. You keep your installation and your data; the licence's capabilities lapse per §B3.

B7. Compliance — what the Software provides, and what remains yours

We supply software capable of supporting your privacy obligations. We are not answerable for whether you meet them, and this section exists so that boundary is not misread.

The Software provides:

• Configurable retention for position history, with a default of 90 days — you set the value for your deployment
• A documented erasure and purge path, run as an operator job — you run it
• Export of your data at any time
• Consent capture for driver location and for messaging, with revocation and in-app indication of tracking

The following remain yours alone: your lawful basis for collecting personal information; your privacy policy and notices to your own drivers and customers; responding to requests from individuals about their information; your breach detection, notification and record-keeping; retention periods you configure; and your infrastructure's security.

Retention figures we publish describe our hosted service and not your deployment. Where the Privacy Policy states a retention period, that is what our hosted service enforces; on your installation the value is whatever you configure.

B8. Updates

What we supply during the term. Bug fixes, security updates and new releases of the Software as we make them generally available, at no additional charge, for as long as your licence is current. We do not promise a release schedule, and we are not obliged to build a particular feature.

What you must do with them. You must apply security updates within a reasonable period of our making them available, and in any case as soon as practicable for one we mark as critical. This is not housekeeping: the Software runs on infrastructure we cannot see or reach, so a patch we have shipped and you have not applied is a risk only you can close.

What follows if you do not. We support the current release and the one before it. Running an older version is permitted and is your choice, but we may be unable to help with a problem that a released update already fixes, and section 9's disclaimers apply to any harm arising from a version you chose not to update.

Upgrades are yours to run. We do not have access to your installation, so we cannot apply anything for you unless you invite us in under B7's support access.