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Terms of Service

Introduction

The website rideargo.com (the “Website”) is owned and operated by Steer Technologies Inc. d/b/a Argo Co. (“Argo”,“we”, “us”, “our”). These Terms of Use (“Terms”) apply to the use of the Website and the services and communications offered on or through theWebsite (the “Services”). TheseTerms incorporate Argo’s Privacy Policy, which explains how we collect, use, and disclose your personal information. You can access the Privacy Policy here: rideargo.com/privacy-policy.

Please read the following carefully before you access or use our Website or subscribe for any of our Services.

These Terms contain important information regarding your legal rights, remedies, and obligations. These include various disclaimers, limitations, and exclusions. Access to and use of our Website and Services are on the condition that you accept these Terms. By accessing or using the Website or Services, including by subscribing to our newsletter or other communications offered through the Website, you signify your acceptance and agreement to be bound by these Terms. If you do not agree to accept and be bound by these Terms, you may not access or use the Website or the Services.

In addition, by accessing orusing our Website or Services, you acknowledge and agree that you are at leastthe legal age of majority in your jurisdiction of residence and are able toform a binding contract. Minors are not permitted to access or use our Websiteor Services.

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Forward-LookingInformation

The Website contains statements that constitute “forward-looking information”within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Argo with respect to future business activities and operating performance. To the extent any forward-looking information referred to in this Website constitutes “financial outlooks” within the meaning of applicable Canadian securities laws, such information is preliminary, and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”,“plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions.

Investors are cautioned that forward-looking information is not based on historical fact but instead reflects management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Argo believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of Argo. Financial outlooks, as with forward-looking information generally, are, without limitation, based on assumptions and subject to various risks as set out herein. Argo’s actual financial position and results of operations may differ materially from current expectations. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: regulatory and licensing risks; changes in general economic, business and political conditions, including changes in the financial markets; potential conflicts of interest; the Canadian regulatory landscape, including political risks and risks relating to regulatory change; changes in applicable laws; compliance with government regulation; and the risk factors set out in Argo’s annual management’s discussion and analysis (“MD&A”)for the years ended December 31, 2023 and 2022 and interim MD&A for the three months ended March 31, 2024 and 2023, to the extent they remain applicable to Argo as at the date hereof, filed with Canadian securities regulators and available on Argo’s profile on SEDAR+ at www.sedarplus.ca.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Argo has attempted to identify important risks, uncertainties and factors that could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Argo does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

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Void where Prohibited by Law

If you are located in a jurisdiction where it is forbidden by law to use or access our Website, the Services or to participate in activities in connection with the Website or Services, you may not enter or use the Website or the Services. By using the Website, you are explicitly stating that you have verified that your use of this Website and useof the Services is permitted under applicable law.

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Restrictions; Code of Conduct

To access certain portions of our Website and/or Services (e.g., subscribing for our newsletter), you may need to provide us with certain information (including, personal information). Prior to subscribing or otherwise signing up for certain Services, you may be required to indicate your acceptance of all of the terms and conditions of theseTerms.  If you do not agree to theseTerms, you may not be entitled to access or use our Website or the Services. You agree at all times to: (i) provide accurate, current and complete information about yourself as prompted by our email subscription form or otherwise; and(ii) maintain and update your information (including your e-mail address) to keep it accurate, current and complete.

You must not provide information that is inaccurate or impersonates any other person, including but not limited to, any Argo employees or other users. In addition, you must not provide information that is deliberately confusing, or which is offensive, racist, obscene, hurtful, unlawful, or otherwise inappropriate or which breaches the requirements specified in these Terms. You agree that you will not use misspellings or alternative spellings or take any other actions for the purpose of circumventing the foregoing restrictions.

You agree that you will not attempt, nor permit any third party to, enter restricted areas of Argo’s computer systems or perform functions that you are not authorized to perform pursuant to these Terms. While using the Website or the Services, you agree to comply with all applicable laws, rules and regulations. We reserve the right, in our sole discretion, to take any actions we deem necessary and appropriate to preserve the integrity of the Website and the Services. In addition, without limiting the foregoing, you agree not to:

  • submit anything that: (a) is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; (b) is bigoted, hateful, or racially or otherwise offensive;(c) is violent, vulgar, obscene, pornographic or otherwise sexually explicit;(d) is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them; (e) infringes or violates any right of a third party; (f) otherwise harms or can reasonably be expected to harm any person or entity; or (g) does not generally pertain to the designated topic or theme of this Website, could be construed as “spamming”,“flooding” or “trolling” or that violates any specific restrictions applicable to this Website;
  • download, copy, reproduce, republish, upload, post, transmit, modify, distribute or publicly display any of the content or information contained on the Website or the Services, except as expressly authorized by Argo in writing;
  • violate, plagiarize or infringe on our rights or the rights of any third party, including copyright, trademark, privacy, contractual or other personal or proprietary rights;
  • use the Website or the Services for any commercial purpose or for the benefit of any third party in any manner not expressly permitted by these Terms;
  • remove proprietary notices or labels on the Website or Services;
  • transmit any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, or other form of solicitation using, in connection with or through our Website or Services;
  • engage in any conduct which we, in our sole discretion, deem to be detrimental to our interests, including, without limitation, acting or failing to act in a manner contrary to these Terms, or intentionally interfering with the Website or our computer systems;
  • impersonate or misrepresent your qualificationsor your affiliation with any person or entity;
  • mirror or frame any part of the Website without our express prior written consent;
  • use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Website, without our express prior written consent;
  • violate any applicable law or regulation; or
  • encourage or enable any other individual to do any of the foregoing.

Engaging in prohibited conduct may subject you to civil liability and criminal prosecution under applicable laws and constitutes a breach of these Terms. We have the right, but not the obligation, to delete any communications, content or other materials on thisWebsite at any time without notice or liability to you.  

Investigations

You agree that Argo may use all information(including personal information), materials and records relating to your use of the Website or Services to investigate complaints or allegations of your or any third party’s: (i) breach of these Terms; (ii) infringement of third party rights; or (iii) unauthorized use of this Website or Services. Argo does not intend to disclose the existence or occurrence of any such investigation unless required by law or if requested by law enforcement officials.

Access to the Internet

You are solely responsible for obtaining and maintaining all internet, computer hardware and other equipment needed to access and use the Website, and you shall be solely responsible for all charges and fee related thereto.

Currency of Website

Argo updates the information on the Website periodically. However, Argo cannot guarantee or accept any responsibility or liability for the accuracy, currency, or completeness of the information on theWebsite. Argo may revise, supplement or delete information, Services and/or the resources contained on the Website and in connection with the Services and reserves the right to make such changes without prior notification to past, current or prospective visitors.

Linked Websites

The Website or Services may provide links to third party websites for your convenience only. The inclusion of these links does not imply that Argo monitors or endorses these websites. Argo does not accept any responsibility for such websites. Please be aware that these third party websites are governed by separate terms and conditions and privacy policies. We encourage you to be aware when you click these links and leave our Website. Your use of these third party websites is at your own risk.

Argo will not be responsible or liable for any damage or loss caused by or in connection with the use of or reliance upon any information, content, services, or products available through any third party websites.

Internet Software or Computer Viruses

Due to technical issues with the Internet, Internet software or transmission problems could produce inaccurate or incomplete copies of information contained on this Website and the Services. Due to our ability to share certain content and materials, computer viruses or other destructive programs may also be inadvertently downloaded from this Website.

Argo will not be responsible or liable for any software, computer viruses, or other destructive, harmful, or disruptive files or programs that may infect or otherwise impact your use of your computer, device, or other equipment as a result of your access to or use of the Website or Services.

Argo recommends that you install appropriate anti-virus and other protective software.

Ownership of Content and Materials

Content

Except for public domain material and the information you submit to the Website(including your personal information), all content, information, documents and material on and/or forming part of our Website or the Services, from time-to-time, including all text, communications, files, URLs, information, links, graphics, audio, video, animation, logos, trademarks, service marks and trade names, and the design and arrangement thereof, source code and software, and any and all accompanying data (collectively referred to as the “Content”), are protected by copyright, trademark and other laws, and are owned or controlled by Argo, its affiliates, or its licensors. All rights not expressly granted to you in these Terms are reserved. You may not use, reproduce, or otherwise exploit any of the Content without our prior written approval.

Trademarks

The trademarks, service marks or logos displayed on the Website or on or in connection with the Services (collectively, the “Trademarks”) are registered and unregistered trademarks of Argo or our licensors. Nothing in these Terms should be construed as granting any license to use or display any Trademarks without our express permission. Unauthorized use or display of any Trademarks is prohibited and may be a violation of federal and international trademark laws. You acknowledge that you do not acquire any ownership rights by using our Website or the Services.

User Content; License

By submitting, posting, uploading, transmitting or otherwise sending any communications, feedback, content or other materials to us on or through theWebsite (“User Content”), you hereby grant to Argo and its affiliates a non-exclusive, worldwide, perpetual, irrevocable, fully paid, royalty-free, sub-licensable and transferable license to use, reproduce, modify, and otherwise exploit the User Content for any purpose. By submitting, posting, uploading, transmitting or otherwise sending User Content to us on or through the Website, you represent and warrant that you own the rights to the User Content or are otherwise authorized to submit, post, upload, transmit, or otherwise communicate the User Content and that such User Content does not violate any applicable laws or the rights of any third party.

You are solely responsible for obtaining and maintaining any necessary consents or permissions from any third party whose property or information may be collected, recorded, processed, stored, used, disclosed, transferred, exchanged or otherwise handled as a result of, or as part of, any User Content or any communications involving the use of the Website or the Services and agree to obtain and maintain all such consents or permissions throughout the term of these Terms, at your sole cost and expense.

General Disclaimers; Assumption of Risk

The Website, Services, Content, and all of the information and other materials available on or through the Website and Services (collectively, the“Materials”) are provided “as is”, “where is”, and “with all faults”, without representation, warranty, or condition of any kind, either express or implied, to the maximum extent permitted by applicable law. Argo disclaims all representations, warranties, and conditions, whether express or implied, including any implied representations, warranties, or conditions. Argo does not represent or warrant that the Website, Services, Content, or Materials will meet your expectations or requirements or that their use will be uninterrupted or error-free. You will not be entitled to any payment or compensation of any kind in connection with or as a result of the any interruption or unavailability of the Website or Services.

TheArgo Parties (as defined below) do not assume any risk or liability beyond what is stated in these Terms. You assume all responsibility and risk for your access to and use of the Website, Services, Content, and Materials.

Limitation of Liability

Exclusion of Damages

To the extent permitted by applicable law, in no event will Argo, any of its affiliates, or any of their respective directors, officers, employees, contractors, agents, representatives, licensees, successors, or assigns (collectively, the “Argo Parties”) be liable for any incidental, indirect, punitive, exemplary, or consequential damages or for any damage for loss of profits, loss of revenue, or loss of information, arising or resulting from your access to or use of the Website, Services, Content, or Materials or otherwise in connection with these Terms, even if the Argo Parties have been advised of the possibility of such damages, whether the damages or related action is based on contract, tort (including negligence), infringement, or otherwise.

Capon Quantum of Damages

To the extent permitted by applicable law, in no event will the Argo Parties’ total maximum aggregate liability under these Terms or in connection with your access to or use of the Website, Services, Content, or Materials exceed $5.00.

Acknowledgment

Some jurisdictions do not allow for the limitation or exclusion of liability, so the above limitations or exclusions may not apply to you where such exclusions or limitations are prohibited by applicable law.

Indemnification

You agree to indemnify, defend, and hold harmless the Argo Parties from and against any claim, loss, obligations, demand, damage, cost, liability, expense, including reasonable legal fees and disbursements, incurred by the Argo Parties as a result of, relating to, or in connection with any claim, demand, or proceedings, brought or threatened against any or all of the Argo Parties in connection with (a) your access to, use, or misuse of the Website, Services,Content, Marks, or Materials; (b) your breach of these Terms; (c) your violation of any rights of a third party; (d) any claim that your User Content infringes, misappropriates, or otherwise violates the rights of any third party; or (e) your breach of applicable law.

We reserve the right to seek all remedies available at law and in equity for violations of these Terms.

GoverningLaw

TheseTerms and your use of our Website and Services shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any dispute arising under these Terms shall be resolved exclusively by the courts located in the City of Toronto in the Province of Ontario.

Severability

If any provision of these Terms is deemed unlawful by a court of law, then the impugned provision shall be deemed severed and shall not affect the validity and enforceability of any remaining provisions. These Terms constitute the entire agreement between you and Argo in connection with your use of our Website and the Services.

Entire Agreement

These Terms constitute the entire agreement between you and Argo in connection with your use of our Website and the Services.

Term and Termination

Argo may, from time to time, but is in no way obligated to, permit you to access and use the Website and Services in accordance with these Terms and in the manner more particularly described in these Terms. You acknowledge and agree that access to the Website and Services may not be available from time to time, may be amended, revised, replaced, suspended or terminated in whole or in part at any time and without notice, and that Argo shall not, in any event, be responsible to you in any way should you be unable to access the Website or the Services at any time or from time to time.

Argo may, at its sole discretion, at any time and from time to time, without notice, suspend or terminate your subscription to any or all Services or your right to use the Website. Upon termination of your subscription and/or your right to use the Website or your use of any Services, you shall immediately cease and desist from all use of the Website and the Services.

Suspensions

Argo reserves the right to suspend your access to the Services and/or Website immediately, with or without notice to you, and without liability to you, if Argo, in its sole discretion, believes that:

  • you have violated or otherwise breached these Terms;
  • any information provided by you is untrue, inaccurate, not current or incomplete; or
  • you, or any other parties, are obtaining unauthorized access to our Website or any other systems or information of Argo.

These suspensions will be for such periods of time as Argo may reasonably determine is necessary to permit the thorough investigation of such suspended activity. You will not be entitled to any payment of any kind (as applicable) for suspension of your access to the Website or the availability of the Services.

Investment Decisions

The Materials and other information contained or available in, through or on this Website or the Services is provided for informational purposes only and is not intended to constitute a solicitation oran offering of securities in any jurisdiction. Information that is disclosed under securities laws of any jurisdiction that is applicable to Argo is not intended to be in any way, qualified, amended, modified or supplemented by the information otherwise available in, through or on this Website or the Services.

Assignment

These Terms and the rights grant to you under these Terms to access and use the Website and Services are not assignable, transferable, or sublicensable by you except with Argo’s prior written consent. We may assign, transfer, or convey these Terms to a third party without notice to you.

No Waiver

No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

Changes

Argo may make chances to these Terms from time to time to reflect change sin its legal or regulatory obligations, the Website and the Services, and the manner in which it operates its business. We will post any revised version of these Terms on our Website. If we make material changes we will notify you as required by law, but encourage you to check back often for updates. Your continued use of the Website or Services after an update or amendment to these Terms means that you accept and agree to be bound by the amended version of theTerms.

Questions about the Website, Services or these Terms

If you have any questions, concerns or suggestions regarding the Website, the Services, or the Content, please contact us at: hello@rideargo.com or 545-101 King St W. Toronto, ON M5V 1M1, Canada.

Users & Services

Types of Users

Terms apply to the following groups of users:

  • Parents/Guardians: Parents or legal guardians provided with accounts by their child(ren)’s school to manage rides, receive notifications, and track rides in real-time.
  • Students: Passengers using Argo School Transit services.
  • Drivers: Employees or contractors who operate vehicles for Argo School Transit.
  • School and District Administrators: Authorized users from educational institutions, including school staff responsible for student transportation logistics

User Eligibility

To use Argo services, you must:

  • Be at least 18 years old, or be under the supervision of an adult who will assume responsibility for your activities.
  • Be authorized by a participating educational institution or organization if you are a parent, student, or staff member.

User Security

You are responsible for maintaining the confidentiality of your account credentials. Please notify us immediately if you believe your account has been compromised. We are not liable for any losses caused by unauthorized use of your account.

License to Use the Services

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our services, including the Apps, in accordance with these Terms. The license is for your personal, non-commercial use only and may not be sub-licensed or transferred.

User Consent

Definition of User Content

"User Content" includes any information, text, images, videos, or other materials that you submit to the Argo platform. You retain ownership of your User Content but grant Argo a non-exclusive, royalty-free, worldwide, perpetual license to use, modify, and distribute your content in connection with the services.

User Responsibility

You are solely responsible for the content you provide through the service. You agree not to post any content that violates these Terms, applicable laws, or infringes the rights of others. We reserve the right to remove or modify any User Content at our discretion.

Mobile App Terms

Additional Terms for iOS Users

If you are using the Argo Apps on an iOS device, Apple, Inc. requires that the following terms apply:

  • These Terms are between you and Argo, not Apple.
  • Apple is not responsible for the Argo iOS App or its content.
  • Apple has no obligation to provide maintenance or support for the App.
  • Apple is not responsible for handling any claims related to the App.

Messaging and Communication Consent

By using Argo School Transit services, you consent to receiving communications from us via SMS (text messages) and phone calls. These communications may include, but are not limited to:

  • Ride Notifications: Updates regarding the status of your child's transportation, including real-time tracking, delays, or cancellations.
  • Service Updates: Information about changes to our services, terms, or policies.
  • Customer Support: Responses to inquiries or communications initiated by you.

Consent to Receive SMS Messages, Calls, and Emails

‍You acknowledge and agree that: ‍

  • Argo School Transit may send automated SMS messages and emails to the mobile number & email you provide when you create an account or update your contact information.
  • Argo may also contact you by phone in relation to critical updates, emergencies, or other service-related communications.
  • Standard messaging and data rates may apply, depending on your mobile service provider.
  • You are responsible for any fees charged by your mobile carrier for these communications.

Opting Out

You may opt-out of receiving non-service related SMS messages or promotional communications at any time by:

  • Texting "STOP" in response to any promotional SMS message you receive from us.
  • Contacting support@rideargo.com to request the removal of your phone number.

Acceptable Use Policy

You agree not to engage in any of the following activities while using our services:

  • Using the service if you are under 18 years old without parental consent
  • Sharing your account credentials with others
  • Attempting to gain unauthorized access to any part of the service
  • Impersonate another person or misrepresent your affiliation with another person or entity
  • Arrange or attempt to arrange rides for any Passenger for whom you are not authorized to do so
  • Engaging in fraudulent, abusive, or defamatory conduct
  • Using the service to distribute spam or other unsolicited messages
  • Violating any applicable laws or infringing on the rights of other
  • Infringe the copyright, trademark, patent, publicity, moral, and/or other intellectual property rights of Argo, any Users, or others
  • Modify, decompile, disassemble, or reverse engineer any software contained in the Services or make attempts to do so
  • Violate or circumvent any security features of the Services or make attempts to do so
  • Use data mining, robots, or similar data gathering or extraction tools or otherwise use the Services to create a competing product or service
  • Use the Services or any information obtained from the Services to solicit, advertise to, or contact Users for any purposes not specified or allowed in the Terms
  • Interfere with any other Users from using and enjoying the Services