Master Service Agreement

Spare Master "Software as a Service" Agreement

Last Modified: March 4, 2026

This Master “Software as a Service” Agreement (the “Agreement”) is entered into between Spare Labs Inc. (“Spare”), located at 300 - 601 Hastings St W, Vancouver, BC, Canada V6B 1M8 Suite, Vancouver, BC V6C 1B4, Canada, and the entity identified in the applicable Order Form (“Customer”). Spare and Customer are referred to individually as a “Party” and collectively as the “Parties”.

By executing an Order Form referencing this Agreement or accessing or using the Services provided by Spare, Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement. This Agreement may be updated from time to time as described in Section 2.5, with the latest version available at spare.com/msa. Spare will update the “Last Modified” date to reflect changes. It is Customer’s responsibility to review the current version of this Agreement regularly.

RECITALS

  1. Spare’s Services: Spare provides software as a service (“SaaS”) for business application software and related services.
  2. Customer’s Intent: Customer desires to use Spare’s SaaS offerings, and both Parties agree to establish their respective rights, duties, and obligations as set forth in this Agreement.

NOW THEREFORE Spare and Customer hereby agree as follows:

1. DEFINITIONS

The following terms, as used in this Agreement, shall have the meanings set forth below. Additional defined terms may be included in this Agreement or in any applicable Order Form.

"API" means Application Programming Interface, a set of programming protocols and tools that allow software applications to communicate and interact with each other, including but not limited to those provided by Open Fleet Providers.

"Approved Open Fleet Provider" means a third-party transportation network company, such as Lyft or Uber, whose services are integrated and facilitated through the Spare Platform as part of the Open Fleets Services.

“Customer Data” means all data, content, and information submitted, uploaded, transmitted, or otherwise provided by or on behalf of Customer through the Services, including Personal Data.

“Data Protection Laws” means all applicable privacy and data protection laws, including, as applicable, PIPEDA, provincial privacy statutes, U.S. state privacy laws (including CCPA/CPRA), GDPR, and UK GDPR and as defined under Exhibit F.

“Effective Date” means the effective date specified in the applicable Order Form.

“Fees” means the amounts specified in the applicable Order Form, including but not limited to Subscription Fees.

“Order Form” means a written or electronic document executed by the Parties that details the Services, subscription period, Fees, and any other commercial terms agreed upon by the Parties.

“Personal Data” means any information relating to an identified or identifiable individual as defined under applicable Data Protection Laws.

“Services” means Spare’s software as a service (“SaaS”) offerings, as described in greater detail at spare.com, provided to Customer pursuant to one or more Order Forms.

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