Force Majeure Policy

1. Purpose

This Force Majeure Policy ("Policy") describes how Joyner Transportation & Logistic Services LLC ("Joyner," "we," "us," or "our") handles service disruptions, delays, and non-performance caused by events outside its reasonable control. This Policy applies to all Joyner services and is incorporated by reference into the Master Terms & Conditions and all service-specific Terms & Conditions. In the event of a conflict between this Policy and a written commercial agreement executed by Joyner and a specific customer, the terms of the executed agreement control.

2. Definition of Force Majeure Event

A "Force Majeure Event" means any event, circumstance, or condition beyond Joyner's reasonable control that directly prevents, materially delays, or substantially impairs Joyner's ability to perform its obligations under any service agreement, including but not limited to:

• Acts of God and natural disasters: earthquakes, floods, hurricanes, tornadoes, wildfires, ice storms, severe winter weather, lightning, extreme heat events, and other natural phenomena of unusual severity
• Government and regulatory actions: governmental orders, laws, regulations, directives, restrictions, embargoes, sanctions, or declarations of emergency at the federal, state, or local level; acts of war; military action; civil insurrection or riot; terrorism or threatened terrorism; and actions of governmental authorities that directly restrict the performance of Joyner's services
• Infrastructure and utility failures: electrical grid failures or widespread power outages; telecommunications network failures; internet service provider outages; fuel shortages or rationing; road, highway, or bridge closures ordered by governmental authority; port closures; rail service disruptions; and failures of critical third-party infrastructure providers
• Public health emergencies: epidemic, pandemic, or public health emergency declared by a federal, state, or local governmental authority, including any associated governmental restrictions on movement, operations, or commerce
• Labor disputes: strikes, work stoppages, slowdowns, or labor disputes not involving Joyner's own direct employees, including actions by third-party carriers, fuel suppliers, dock workers, or other service providers in Joyner's supply chain
• Third-party carrier and supplier failure: failure of third-party motor carriers, intermodal rail carriers, ocean carriers, air freight carriers, or other suppliers to perform their obligations, where such failure is itself caused by a Force Majeure Event as defined herein
• Cyberattacks and technical sabotage: large-scale cyberattacks, ransomware attacks, distributed denial-of-service (DDoS) attacks, or acts of technical sabotage directed at Joyner's systems, its key technology vendors, or critical national infrastructure — provided such attacks are not caused by Joyner's own security failures constituting gross negligence

3. Exclusions — What Is Not a Force Majeure Event

The following circumstances do not constitute Force Majeure Events under this Policy and do not excuse Joyner's performance obligations:

• Events or circumstances that Joyner could have reasonably foreseen and prevented or mitigated through the exercise of reasonable care and industry-standard operational practices
• Financial difficulty, cash flow constraints, or adverse changes in market conditions, fuel prices, or insurance costs
• Mechanical breakdown or equipment failure of Joyner-owned or Joyner-operated vehicles or equipment, where such failure results from inadequate maintenance or failure to follow manufacturer service recommendations
• Driver shortage or staffing shortfalls that are not directly caused by a Force Majeure Event
• Events caused by Joyner's own breach of its obligations, negligence, or willful misconduct
• Ordinary traffic congestion, routine weather delays, or normal seasonal service variations that are foreseeable in the transportation and logistics industry

4. Effect on Joyner's Obligations

Upon the occurrence of a Force Majeure Event that directly prevents or materially impairs Joyner's ability to perform a specific service obligation:

• Joyner's performance of the affected obligation is suspended for the duration of the Force Majeure Event
• Joyner will not be in default or breach of the affected service agreement solely as a result of the Force Majeure Event
• Joyner will not be liable for service delays, failures to deliver, or increased costs directly caused by the Force Majeure Event, subject to the notice and mitigation obligations in Section 5
• Force Majeure does not excuse Joyner's obligation to pay amounts already due or to perform obligations that are not directly impaired by the Force Majeure Event

5. Notice & Mitigation Obligations

To invoke this Policy, Joyner will:

• Provide prompt written notice to affected customers as soon as reasonably practicable after identifying that a Force Majeure Event is affecting or is likely to affect Joyner's performance — and in any event within forty-eight (48) hours of becoming aware of a material impact on service, where practicable given the nature of the event
• Describe the nature of the Force Majeure Event, the service(s) affected, and the anticipated duration to the extent known
• Use commercially reasonable efforts to mitigate the impact of the Force Majeure Event on service delivery, including by activating contingency carrier relationships, rerouting shipments, and mobilizing backup resources where available and economically practicable
• Provide regular status updates to affected customers for Force Majeure Events lasting more than forty-eight (48) hours, at intervals appropriate to the nature and severity of the event
• Resume performance as quickly as reasonably practicable following the cessation or material abatement of the Force Majeure Event

Failure to provide timely notice does not waive Joyner's right to invoke this Policy, but may limit the period for which performance is excused to the period following the date adequate notice was provided.

6. Extended Force Majeure — Termination Right

If a Force Majeure Event directly prevents Joyner from performing a material service obligation for a continuous period exceeding thirty (30) calendar days — or such shorter period as may be specified in an applicable written service agreement — either party may terminate the affected service arrangement without penalty or liability by providing written notice to the other party. Upon such termination:

• Joyner will refund to the customer any pre-paid amounts attributable to the unperformed portion of the service, less any amounts due for services already performed
• Neither party will have any further obligation to the other with respect to the terminated service, except for payment obligations that accrued prior to the termination date and any surviving provisions of the applicable service agreement

7. Customer Obligations During a Force Majeure Event

During a Force Majeure Event, customers are encouraged to: (a) cooperate with Joyner's mitigation efforts, including accepting alternative delivery arrangements, modified schedules, or substitute carriers where Joyner arranges them; (b) maintain their own business continuity plans and insurance coverages appropriate to the risks associated with their use of transportation and logistics services; and (c) promptly notify Joyner of any specific time-sensitive shipments or cargo that require prioritized handling during service recovery.

8. Relationship to Carmack Amendment & Freight Liability

With respect to Joyner Freight motor carrier services, the Carmack Amendment (49 U.S.C. § 14706) and its recognized defenses — including the "act of God" defense — govern liability for cargo loss or damage. This Policy supplements but does not supersede the Carmack Amendment's allocation of liability for freight services regulated under federal transportation law.

9. Governing Law

This Policy is governed by the laws of the State of Georgia, without regard to conflict-of-laws principles. Disputes arising under this Policy are subject to the Joyner Arbitration & Dispute Resolution Policy.

10. Changes to This Policy

Joyner may update this Policy at any time. Material changes will be communicated via the Joyner Legal Center or by direct notice. Continued use of Joyner services after changes take effect constitutes acceptance of the revised Policy.

11. Contact

Force majeure notices and inquiries: legal@myjoyner.com | Joyner Transportation & Logistic Services LLC | Atlanta, Georgia.