ROOTSY MARKETPLACE INC.

TERMS & CONDITIONS (LOGISTICS PARTNERS)

Effective Date: November 01, 2025

Last Updated: November 01, 2025

Governing Law: Province of Ontario and the laws of Canada

applicable therein

1. ACCEPTANCE OF TERMS

By providing logistics, shipping, delivery, courier, or

related services to Rootsy Marketplace Inc. (“Rootsy,” “we,” “our,” or “us”),

whether directly or indirectly through an integrated network, you (“Logistics

Partner,” “you,” or “your”) agree to be legally bound by these Logistics

Partner Terms & Conditions (“Terms”).

These Terms incorporate by reference Rootsy’s Privacy Policy

and Shipping & Fulfilment Policy.

If you do not agree to these Terms, you must not provide

logistics services in connection with the Rootsy platform.

2. ROLE OF ROOTSY

Rootsy operates a digital marketplace platform connecting

independent sellers and buyers across Canada.

Rootsy does not own or operate delivery vehicles,

warehouses, or carrier infrastructure.

Rootsy’s role is limited to digital coordination, order

management, cost allocation, and customer support facilitation.

Nothing in these Terms creates a partnership, joint venture,

employment, or agency relationship between Rootsy and any Logistics Partner.

3. ROLE OF THE LOGISTICS PARTNER

The Logistics Partner is responsible for the physical

transportation, handling, and delivery of shipments accepted through its

network.

This includes pickup, transit, delivery, tracking accuracy,

and adherence to applicable carrier service standards.

The Logistics Partner operates independently and under its

own commercial terms, insurance coverage, and regulatory obligations.

4. SERVICE STANDARDS & COMPLIANCE

The Logistics Partner agrees to perform services in a

professional and commercially reasonable manner.

You agree to comply with all applicable Canadian federal,

provincial, and municipal laws, including transportation safety, customs,

labour, and environmental regulations.

You agree to maintain all required licenses, permits, and

approvals necessary to provide logistics services in Canada.

5. PACKAGES, HANDLING & LIABILITY

Responsibility for shipments transfers to the Logistics

Partner upon physical pickup from the seller or designated origin point.

The Logistics Partner is responsible for loss, theft, or

damage occurring during transit, subject to its own carrier terms and insurance

coverage.

Rootsy is not responsible for physical handling, storage,

damage, or delivery failures beyond digital coordination and support.

6. TRACKING & COMMUNICATION

The Logistics Partner agrees to provide accurate, timely

tracking information through its systems or integrated platforms.

Tracking data must reflect actual shipment status and

delivery confirmation.

Rootsy relies on tracking data provided by Logistics

Partners to communicate with buyers and sellers and to resolve disputes.

7. INSURANCE & CLAIMS

The Logistics Partner is responsible for maintaining

adequate insurance coverage for shipments handled, in accordance with industry

standards and applicable law.

Claims for lost or damaged shipments are governed by the

Logistics Partner’s insurance and claim procedures.

Rootsy may assist sellers or buyers with claim coordination

but is not responsible for claim outcomes.

8. DATA PROTECTION & CONFIDENTIALITY

The Logistics Partner may receive limited personal or

shipment-related information strictly for fulfilment purposes.

You agree to use such information solely to perform

logistics services and not for marketing or unrelated purposes.

You must protect all data in compliance with applicable

privacy laws and Rootsy’s Privacy Policy.

9. PROHIBITED CONDUCT

The Logistics Partner must not misuse Rootsy’s platform,

data, or integrations.

You must not attempt to solicit buyers or sellers for

off-platform transactions.

You must not engage in fraudulent activity, data misuse, or

misrepresentation.

10. INDEMNITY

The Logistics Partner agrees to indemnify and hold harmless

Rootsy, its directors, employees, and affiliates from any claims, losses,

damages, or expenses arising from the Logistics Partner’s services, conduct, or

failure to comply with these Terms or applicable law.

11. LIMITATION OF LIABILITY

To the fullest extent permitted by law, Rootsy’s total

liability to any Logistics Partner shall be limited to the fees paid by Rootsy,

if any, for the specific shipment giving rise to the claim.

Rootsy is not liable for indirect, incidental, or

consequential damages.

12. TERMINATION

Rootsy may suspend or terminate logistics access or

integration at any time for operational, compliance, or policy reasons.

Termination does not affect obligations related to completed

or in-transit shipments.

13. FORCE MAJEURE

Neither party is liable for failure to perform due to events

beyond reasonable control, including natural disasters, pandemics, labour

disruptions, strikes, system outages, or government restrictions.

14. GOVERNING LAW & DISPUTES

These Terms are governed by the laws of Ontario, Canada.

Any dispute arising under these Terms shall first be

addressed in good faith discussions.

Unresolved disputes shall be subject to the exclusive

jurisdiction of the courts of Ontario, unless otherwise agreed in writing.

15. CHANGES TO TERMS

Rootsy may update these Terms at any time.

Continued provision of logistics services after updates

constitutes acceptance.

16. CONTACT INFORMATION

Rootsy Marketplace Inc.

Email: contact@rootsy.ca