1.1 Scope. These Provider Order Terms govern the publication of Services, acceptance of bookings and performance and administration of Orders by an eligible Organization acting as a Provider through the Ambry Platform.They form part of the “Terms” defined in Platform Terms Section 2.1. Capitalized terms not defined here have the meanings assigned in the Platform Terms.
1.2 Actual legal role. A Provider may act as a motor carrier, freight broker, freight forwarder, third-party logistics provider (3PL) or other logistics intermediary, depending on its actual activities, applicable law and the accepted Order.
A Platform designation does not independently determine a Provider’s legal classification. Each Provider must accurately disclose and comply with the obligations applicable to its actual role.
1.3 Authorized Organization activity. Services may be published and bookings accepted only through eligible Organizations and duly authorized Users acting within their assigned permissions.
Creation of a personal User account alone does not authorize commercial transactions or bind an Organization.
1.4 Transportation Orders and Schedule A. For each confirmed Order involving transportation of goods, the separately maintained Schedule A - Minimum Carriage Terms, Version 1.0, or the applicable successor version validly accepted by both parties, is incorporated by reference into these Provider Order Terms and forms part of the direct Customer–Provider transportation agreement.
Before accepting a transportation booking, the Provider must have a reasonably conspicuous opportunity to access, review and retain these Provider Order Terms and Schedule A and must affirmatively accept both.A single affirmative acceptance action may cover both documents where Schedule A is clearly identified, accessible and expressly included in the acceptance language.The Customer and Provider must accept the same applicable version of Schedule A. If the version changes before both parties have accepted the booking, any party that accepted a different version must affirmatively accept the replacement before Order formation.Schedule A does not apply to non-transportation Services.
1.5 Priority and mandatory law. Mandatory applicable law and the document-priority rules in Platform Terms Sections 2.1–2.3 govern.These Provider Order Terms, accepted Service Conditions, confirmed Order record and applicable Schedule A are read together. Nothing in these Provider Order Terms creates a separate limitation of Ambry’s liability or displaces mandatory transportation law.

2.1 Required authority. Each Provider must maintain the registrations, operating authority, licences, permits, safety qualifications, insurance and financial responsibility required for its actual legal role, Services, equipment, jurisdictions and Orders.A Provider must not offer or accept a Service that it cannot lawfully perform or arrange.
‍2.2 Accurate role and credentials. A Provider must accurately represent whether it acts as a carrier, broker, freight forwarder, 3PL or other intermediary.It must not misrepresent its authority, unlawfully use another carrier’s authority, conceal the identity or role of a performing carrier where disclosure is required, or engage in unauthorized double brokering, reassignment or substitution.
‍2.3 Changes in eligibility. A Provider must promptly disclose material changes affecting its required authority, registrations, safety status, insurance or ability to perform an existing or proposed Order, in accordance with Platform Terms Sections 5, 6 and 24.A Provider must not knowingly accept a new affected Order without disclosing a relevant coverage or authority issue.
‍2.4 Independent compliance. A Provider remains responsible for complying with all laws applicable to its actual role and Services, including transportation, safety, dangerous goods, customs, labour, taxes, privacy, sanctions and other applicable requirements.Administrative verification by Ambry does not replace those responsibilities.

3.1 Applicable insurance. Each Provider must maintain insurance and financial responsibility required by law and appropriate to its actual legal role and the Services undertaken.
‍3.2 Physical freight transportation. Under Platform Terms Section 24.2, a Provider undertaking physical freight transportation must maintain qualifying Cargo Liability Insurance covering its legal liability for cargo loss or damage, with a Platform minimum of:
·       CAD $100,000 per occurrence for a Canada-registered insured Provider Organization; or
·       USD $100,000 per occurrence for a United States-registered insured Provider Organization.
Higher coverage may be required by applicable law, the accepted Order or a requirement disclosed before the relevant commitment.
‍3.3 Currency and verification. Insurance eligibility is assessed in accordance with Platform Terms Section 24.3 using the applicable jurisdictional currency.Where the insurance documentation expressly identifies a currency, that currency governs the interpretation of the stated coverage limit.Where no currency is specified, Ambry may provisionally interpret the stated amount as CAD for a Canada-registered insured Organization or USD for a United States-registered insured Organization, subject to contrary evidence and clarification.Where coverage is denominated in another currency, eligibility is assessed using reliable evidence of the equivalent amount in the applicable jurisdictional currency.An indicative USD conversion does not itself alter the applicable minimum, the policy or its coverage.
‍3.4 Intermediaries. Brokers, freight forwarders, 3PLs and other intermediaries must maintain insurance, authority and financial responsibility appropriate to their actual legal role.The carrier-specific cargo minimum does not by itself classify an intermediary as a carrier or establish that it has cargo coverage.
‍3.5 Evidence and changes. The Provider must submit authentic and current insurance evidence as reasonably required for eligibility and must disclose material lapses, exclusions, cancellations, reductions or other coverage changes affecting a Service or Order.
Ambry may request clarification or proportionately restrict affected Services and new bookings as permitted by Platform Terms Section 24.A coverage-status change does not, by itself, cancel a confirmed Order, establish cargo liability or forfeit funds.
‍3.6 No insurance guarantee. Insurance screening, verification indicators, recorded limits and currency displays are administrative or informational measures.
They do not certify actual policy coverage or guarantee payment of a claim. An insurance limit does not independently limit cargo liability under applicable law or the accepted Order.

4.1 Independent Service offers. Providers independently establish and publish their lawful Services, rates, availability and Service Conditions.
Ambry does not set Provider Service rates or independently undertake the offered Services.
4.2 Accurate listings. The Provider must maintain accurate and current Service information, including the applicable description, geographic availability, equipment, capacity or Service requirements, rates, accessorial charges, pickup and delivery conditions and any lawful cargo-liability limitation.
4.3 Material conditions. The Provider must disclose material Service Conditions and applicable charges before the relevant Customer or Provider commitment, as required by Platform Terms Sections 7–8.
A material charge or condition cannot be imposed retroactively through an invoice or shipping document.
4.4 Eligibility restrictions. The Provider may publish and accept Services only where permitted by applicable law, Platform eligibility requirements, payment-processor capabilities and operationally enabled features.
A published Service does not certify that every shipment matching its general description is lawful or insured.

5.1 Customer Requests. A Customer may register a Request and select a published Service. A Request, search result, matching recommendation, listing or payment authorization alone does not constitute an Order.
‍5.2 Provider acceptance. After the Customer affirmatively confirms a proposed booking, the Provider independently decides whether to accept or reject it.
An Order is formed only after the Provider separately affirmatively accepts the Customer-confirmed booking through the Platform.
‍5.3 Acceptance requirements. Before accepting, the Provider must have access to the disclosed Service requirements, material Service Conditions, its applicable Platform Fees, the anticipated net amount and the applicable Order Terms. For transportation Orders, the Provider must also accept the same applicable version of Schedule A accepted by the Customer.
‍5.4 Capacity and lawful performance. By accepting a booking, the Provider represents that it has the authority, qualifications and resources necessary to perform or lawfully arrange the accepted Service in its actual disclosed role. The Provider must not accept an Order that it knows it cannot lawfully or safely perform.
‍5.5 Direct contractual relationship. A confirmed Order establishes the direct Customer–Provider agreement. Ambry is not a party to the underlying transportation or Service agreement.
‍5.6 Changes. Material changes to the accepted Service, price, cargo-liability terms or other material conditions require the parties’ affirmative agreement or another legally sufficient basis.
A Provider may not unilaterally alter those terms through a later invoice or shipping document.

6.1 Performance obligations. Each Provider is responsible for performing or arranging the accepted Service according to its actual legal role, the confirmed Order, accepted Service Conditions, Schedule A where applicable and mandatory law.
6.2 Carrier and intermediary responsibilities. A Provider undertaking transportation as a carrier remains responsible for the carrier obligations imposed by applicable law and the accepted Order, including lawful equipment, drivers, safe operations, cargo handling and delivery.
A Provider acting as an intermediary remains responsible for its actual intermediary obligations. The performing carrier retains the obligations imposed on it by law.
‍6.3 Subcontracting, reassignment and substitutions. The Provider must comply with Schedule A Section A2 and Platform Terms Sections 6.3 and 6.5.
A Provider acting as a disclosed and lawfully authorized intermediary may arrange carriage by a performing carrier consistently with its actual role, the accepted Service Conditions, the confirmed Order and applicable law. Such an arrangement does not, solely because it involves an intermediary and a performing carrier, constitute prohibited double brokering or unauthorized subcontracting.
A Provider may not conceal a transfer of performance responsibility or engage in unauthorized re-brokering, reassignment, subcontracting or interlining.Where a confirmed Order identifies or otherwise commits to a particular performing carrier, a subsequent material substitution or transfer of performance responsibility requires the Customer’s prior informed written consent through the Platform, except to the extent the accepted Order and applicable law validly permit the arrangement without further consent.
All legally required authority, disclosures and consents must be maintained. An arrangement is not permitted merely because it is described as co-brokering or subcontracting.
‍6.4 Performing carriers. Each actual performing or substitute carrier must satisfy the requirements applicable to its legal role.
Customer approval of a substitution does not automatically release the original Provider from its accrued or expressly assumed obligations, subject to applicable law.
‍6.5 Pickup and delivery. The responsible Provider or performing carrier must use commercially reasonable efforts to meet the agreed pickup and delivery windows and deliver to the authorized consignee, consistently with Schedule A Section A8 and the accepted Order.
‍6.6 Shipment exceptions. Material shipment exceptions, known shortages, overages, damage and delays must be accurately documented and handled under the accepted Order, applicable Platform procedures and law.

7.1 Shipping documents. At pickup, the performing carrier must issue or execute a bill of lading or other legally sufficient shipping document identifying the carrier and shipment where required by law, as provided in Schedule A Section A3.
‍7.2 Shipment evidence. For freight transportation Orders, the responsible Provider or carrier must obtain and make available reasonably authentic Proof of Pickup and Proof of Delivery and accurately record known exceptions in accordance with Schedule A Section A8.
‍7.3 Platform documentation. Proof of Pickup and Proof of Delivery must be handled through the applicable Platform workflow and procedures. The Provider must submit authentic records and reasonably cooperate in correcting material errors or supplying available supporting evidence.
‍7.4 Payment-review trigger. The Customer’s seventy-two (72) consecutive-hour Payment Dispute period begins only when both Proof of Delivery and the related Platform notice have been made available to the Customer under Platform Terms Sections 8.5 and 9.1.
Physical delivery alone does not independently start that Platform review period.

8.1 Provider rates. Providers independently establish their Service charges. The confirmed Order and accepted Service Conditions determine the agreed Service price, subject to mandatory law.
8.2 Platform Fees. Ambry Platform Fees are separate from Provider Service charges.Any fee charged to a Provider must be disclosed, including its amount or calculation and triggering circumstances, before the Provider’s relevant commitment. No undisclosed Platform Fee applies.
8.3 Accessorial charges. Detention, layover, additional stops, waiting time, handling and other accessorial charges are payable only if disclosed in the Service Conditions accepted before the relevant commitment or separately affirmatively agreed by the Customer and Provider through the Platform, with reasonable supporting evidence where applicable.A revised invoice alone does not create an undisclosed charge.
8.4 Taxes. Each Organization is responsible for its own applicable taxes. Taxes on Ambry Platform Fees and applicable tax reporting are governed by Platform Terms Section 8.10 and law.8.5 Currency. During MVP, prices and payments are displayed in USD unless another currency is expressly displayed by the Platform.Applicable conversion is governed by Platform Terms Section 8.11 and the relevant processor terms.

9.1 Stripe Connect Express. Supported Order payments are processed through Stripe Connect Express.The Provider must complete and maintain its own Stripe onboarding, account eligibility, banking information and applicable verification directly with Stripe, in accordance with Platform Terms Section 8.2.
‍9.2 Separate Charges and Transfers. Ambry uses the supported Stripe Connect Separate Charges and Transfers arrangement described in Platform Terms Section 8.3.
Customer charges are processed on Ambry’s Stripe platform account, and Provider transfers are separately initiated when due.The Provider authorizes the supported payment, transfer, refund, reversal and reconciliation instructions described in that Section.
9.3 Authorization and capture. A Customer payment authorization is not captured payment or a guarantee of collection.For freight transportation Orders, ordinary Service payment is intended to be captured following pickup, subject to the disclosed payment terms, processor rules and availability.
9.4 Net Provider amount. The Provider’s transferable amount is determined from the confirmed Service charge, properly disclosed Platform Fees and lawful, documented adjustments, consistently with Platform Terms Sections 8.3 and 8.5–8.8.
9.5 Payment-review period and transfers. For freight transportation Orders, the Customer has seventy-two (72) consecutive hours to open a Payment Dispute after both Proof of Delivery and the related notice have been made available through the Platform.Absent a timely dispute, Ambry arranges the Provider’s net transfer through Stripe, subject to available funds, processor eligibility, lawful holds, refunds, reversals and the accepted Order.A timely dispute may delay the disputed amount where permitted. Undisputed sums may be transferred where legally and technically permitted.
9.6 Transfer and bank payout. A Stripe transfer to the Provider’s connected account is distinct from the subsequent bank payout.Stripe’s applicable agreements and connected-account settings govern bank payout processing. Ambry does not guarantee a particular bank-arrival time or control the Provider’s banking settings.
9.7 Refunds, reversals and recoveries. Refunds, chargebacks, reversals and payment losses are governed by Platform Terms Sections 8.7–8.8.Any reimbursement or adjustment must be properly attributable, documented, lawful and consistent with applicable notice and review protections. No double recovery or undisclosed charge is permitted.
9.8 No escrow or payment guarantee. Payment administration does not establish an escrow, trust, separate Provider collection agency or guarantee of Customer payment.Mandatory payment obligations and non-waivable rights remain applicable.

10.1 Before Order confirmation. Before the Provider affirmatively accepts a Customer-confirmed booking, the Customer may withdraw or cancel without an Order cancellation charge.
10.2 Customer cancellation after confirmation and before pickup. If the Customer cancels a confirmed freight transportation Order before pickup, only the previously disclosed and accepted non-refundable Customer Platform Fee may remain payable, subject to mandatory law.No separate carrier cancellation or truck-ordered-not-used charge applies through MVP unless the Customer and Provider expressly accept a separately disclosed, lawful amendment for that Order, consistently with Schedule A Section A9.
10.3 Provider cancellation before pickup. If the Provider cancels a confirmed transportation Order before pickup, the Customer is entitled to full release of uncaptured authorizations or refund of captured amounts for that Order, including Customer Platform Fees, subject to lawful processing and verification.
10.4 Provider cancellation-related Platform Fee. A Provider cancellation-related Platform Fee may accrue only if its amount or calculation and triggering circumstances were separately disclosed to and accepted by the Provider before accepting the Order.During MVP, Ambry may record such an amount internally but will not automatically charge it or deduct it from Provider transfers. Any later collection is subject to Platform Terms Section 8.6, required authorization, processor rules and applicable law. A later amendment or notice alone cannot create a fee for an earlier Order.
‍10.5 Repeated cancellations. Provider-initiated cancellations may adversely affect the Provider’s rating or account standing.Repeated cancellations and any temporary suspension or review are governed by Platform Terms Section 17.2, including applicable safeguards and review requirements.
10.6 No-show. A Customer may report a Provider no-show when the agreed pickup window ends.Ambry may reasonably verify the report and consider available evidence before processing a cancellation, refund or account action. A report alone does not conclusively establish fault.
10.7 After pickup. Self-service cancellation of a freight transportation Order is unavailable after pickup.Subsequent changes or resolution are governed by the accepted Order, Schedule A and applicable law.
10.8 Non-transportation Services. Where enabled, cancellation and completion rules for non-transportation Services must be separately disclosed and accepted before Order confirmation.

11.1 Payment Disputes. For freight transportation Orders, the Customer may open a Payment Dispute during the seventy-two (72) consecutive-hour period defined in Platform Terms Section 9.1.A timely dispute may delay transfer of the disputed amount where legally and technically permitted.
‍11.2 Cooperation and evidence. The Provider must cooperate in good faith with a Payment Dispute and provide reasonably requested available evidence.Ambry will provide each party a reasonable opportunity to respond, consistent with Platform Terms Section 9.2.
‍11.3 Administrative outcomes. Where the parties do not resolve a timely Payment Dispute, Ambry may review reasonably available records and submissions and direct an appropriate release, refund or partial adjustment of disputed funds, subject to Stripe capabilities, available funds and applicable law. An administrative determination concerns payment administration only and does not finally establish cargo liability, insurance coverage or other legal rights.
‍11.4 Reconsideration. Either party may request reconsideration of a payment hold or administrative outcome in accordance with Platform Terms Section 9.4. A reconsideration request does not automatically reverse or suspend a lawful payment instruction already made.
‍11.5 Cargo claims. Cargo claims are governed by Schedule A Sections A5–A6, Platform Terms Section 9.5 and applicable law. Claims must be directed to the party or parties legally responsible, having regard to their actual roles.The Provider must reasonably cooperate with lawful cargo-claim procedures applicable to its role and notify its insurer as appropriate under the policy and applicable law.
‍11.6 Separate legal rights. The seventy-two-hour Payment Dispute window does not shorten, extend or extinguish statutory cargo-claim periods or non-waivable remedies. A chargeback or administrative payment outcome does not independently determine cargo liability.

12.1 Accurate records. The Provider must maintain reasonably accurate Service, shipment and transaction records required by the accepted Order and applicable law, including relevant shipping documents and available pickup and delivery evidence.
‍12.2 Verification and investigation. Ambry may request reasonably relevant authority, insurance, identity, shipment or transaction records and take proportionate protective measures under Platform Terms Sections 5, 17 and 24.
Such measures do not constitute certification of the Provider or assumption of its Service obligations.
‍12.3 Confidentiality and data. The Provider must use Customer and other Platform-derived non-public information only for lawful purposes permitted by the Terms, including performance, administration, compliance, security and legal rights.
Platform Terms Sections 11–12 and the Privacy and Cookie Policy govern applicable confidentiality and personal-information obligations.
‍12.4 Suspension and existing Orders. Restriction or suspension of Platform access does not by itself cancel a confirmed Order, determine liability or forfeit funds.
Existing Orders, payment obligations, claims and accrued rights remain governed by Platform Terms Section 17.3 and applicable law.

13.1 Independent Provider. The Provider operates independently of Ambry and is responsible for its own Services, personnel, equipment, contractors, carriers and lawful performance according to its actual role and the accepted Order.
Ambry does not direct the manner of transportation performance or take custody of cargo.
‍13.2 Representations about Ambry. The Provider must not falsely represent Ambry as the contracting carrier, insurer, guarantor, dispatcher or holder of a particular regulatory authorization.
Actual legal classifications and duties remain subject to applicable law.
‍13.3 Indemnification. The Provider’s indemnification obligations are governed by Platform Terms Section 14.
To the extent covered by that Section and permitted by applicable law, these include third-party claims properly attributable to the Provider’s transportation or logistics operations, bodily injury, death, property damage, violations of law or acts and omissions of its personnel and contractors.
The exclusions, allocation rules and claim-handling protections in Platform Terms Sections 14.1–14.3 remain applicable.
‍13.4 Incorporated protections. Platform Terms Sections 8–9, 13–16, 17, 19 and 20–24 apply to these Provider Order Terms to the extent relevant, as provided in Sections 2.2–2.3.
Platform Terms Section 16 establishes a single aggregate liability limitation across the Terms, subject to its stated exceptions and mandatory law.
These Provider Order Terms do not establish a second or cumulative liability cap.

14.1 Transportation law and disputes. Schedule A Section A10 governs the applicable transportation-law framework and direct Customer–Provider transportation disputes. Platform Terms Section 19 applies to disputes involving Ambry only to the extent relevant and lawful. It does not independently impose Delaware law or an Ambry forum on a direct cargo dispute.
14.2 Amendments. Changes to these Provider Order Terms are governed by Platform Terms Sections 20.1–20.3.Amendments do not retroactively change the price, cancellation consequences, cargo rights or other substantive obligations of an already confirmed Order.
14.3 Closed beta. Approved Participants in the commercial closed beta use the ordinary Service, booking, Stripe payment, cancellation and dispute procedures. The Commercial Closed Beta Participation Agreement governs application, administrative approval, controlled access and related participation matters only and does not create a separate Order payment or carriage regime.
14.4 Electronic acceptance and evidence. These Provider Order Terms and Schedule A, where applicable, must be presented and affirmatively accepted in accordance with Platform Terms Section 3.3. Ambry may maintain appropriate electronic evidence of document identifiers, versions, content hashes, accepting Users, Organizations, timestamps, acceptance actions and Order confirmations, subject to law and privacy requirements. Such records are rebuttable evidence and do not create an irrebuttable presumption of assent or authority.
14.5 Mandatory law. Nothing in these Provider Order Terms excludes, limits or waives a right or obligation that cannot lawfully be excluded, limited or waived.