Limitation of Liability & Indemnification

1. Purpose

This Limitation of Liability & Indemnification Policy consolidates and explains the liability framework that applies across all Joyner Transportation & Logistic Services LLC ("Joyner") services. It supplements the service-specific Terms & Conditions and the Master Terms & Conditions and is incorporated by reference into each.

2. General Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JOYNER'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO ANY SINGLE SERVICE OR INCIDENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO JOYNER FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

3. Service-Specific Liability Caps

The following service-specific caps take precedence over the general cap in Section 2 for their respective service lines:

• Joyner Freight (motor carrier): Governed by the Carmack Amendment (49 U.S.C. § 14706); liability limited to the declared or released value of the shipment at $0.10 per pound per article unless a higher value is declared in writing and agreed upon
• Joyner Broker Service: Limited to broker contingent cargo insurance policy limits; Joyner acts as a property broker and is not liable as a carrier
• Joyner Warehousing: Limited to $0.50 per pound per article (released-value rate) unless a higher value is declared in writing and an additional charge is paid
• Joyner Autow (roadside assistance & towing): Limited to the actual cash value of the vehicle at the time of the incident, subject to applicable insurance coverage
• Passenger & Mobility Services (Airport Shuttle, Corporate Shuttle, Mobility): Limited to applicable commercial automobile liability insurance policy limits
• Joyner DSP (last-mile delivery): Limited to $100 per package unless a higher value is declared in writing
• Joyner TMS / Joyner Vu (SaaS platforms): Limited to total subscription fees paid in the twelve (12) months preceding the claim
• Tractor & Trailer Parking: Limited to applicable general liability insurance policy limits; Joyner provides parking only and is not a bailee of vehicles or cargo

4. Excluded Damages

IN NO EVENT SHALL JOYNER, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO: LOST PROFITS; LOST REVENUE; LOST DATA; LOSS OF BUSINESS OPPORTUNITY; COST OF SUBSTITUTE SERVICES; BUSINESS INTERRUPTION; OR DAMAGE TO GOODWILL OR REPUTATION — WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF JOYNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5. Exceptions to Liability Limitations

Nothing in this Policy limits or excludes Joyner's liability:

• For death or bodily injury caused by Joyner's gross negligence or willful misconduct
• For fraud or fraudulent misrepresentation by Joyner
• To the extent such limitation is expressly prohibited by applicable law
• As expressly required by applicable federal transportation regulation (e.g., FMCSA minimum insurance requirements)

6. Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Joyner and its parent, subsidiaries, affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

• Your breach of any Joyner Terms & Conditions, policy, or applicable law
• Inaccurate, fraudulent, or incomplete information you provided to Joyner
• The nature, condition, packaging, or labeling of goods, cargo, or vehicles you provided or controlled
• Your negligent or intentional acts or omissions in connection with Joyner services
• Third-party claims arising from your use of Joyner services
• Your violation of any third-party right, including intellectual property rights

7. Indemnification Procedure

When Joyner seeks indemnification from you, Joyner will: (a) provide you with prompt written notice of the claim for which indemnification is sought; (b) allow you to assume control of the defense and settlement of the claim at your expense, with legal counsel reasonably acceptable to Joyner; and (c) provide you with reasonable cooperation in the defense at your expense.

You may not settle any claim in a manner that: imposes any obligation, restriction, or liability on Joyner; requires Joyner to admit fault or wrongdoing; or adversely affects Joyner's rights — without Joyner's prior written consent, which will not be unreasonably withheld.

Joyner reserves the right, at its own expense, to assume exclusive control of the defense of any claim for which indemnification is sought.

8. Insurance

Joyner maintains commercial general liability, commercial automobile liability, cargo, and other insurance coverages applicable to its operations. Customers, carriers, and service partners are responsible for maintaining their own insurance coverages as required by applicable law and by their agreements with Joyner. Joyner's liability to you does not exceed the limits described in this Policy regardless of the amount of insurance Joyner maintains.

9. Mitigation

You have a duty to take reasonable steps to mitigate any loss or damage you suffer in connection with Joyner services. Joyner's liability is reduced to the extent that your failure to mitigate contributed to the loss or damage.

10. Governing Law

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

11. Contact

Questions about this Policy: legal@myjoyner.com | Joyner Transportation & Logistic Services LLC | Atlanta, Georgia.