Terms & Conditions
5. We do not warrant that the materials on the Site are appropriate or available for use in locations outside Canada. Accessing the Site from territories where its contents are illegal or unlawful is prohibited. If you choose to access the Site from elsewhere, you do so on your own initiative and are responsible for compliance with local laws.
2. General Conditions
1. You represent and warrant that if you are registering for the Services as an individual, you are at least eighteen (18) years old, and if you are registering for the Services for and on behalf of an entity, that you are authorized to enter into and bind the entity to these Terms. We reserve the right, at our sole discretion, to refuse to offer the Services to any person or entity and to change our eligibility criteria at any time. You may not create or use any account with us for any person or entity other than yourself except if you are authorized to do so for and on behalf of such person or entity.
2. Your access and use of the Services shall be at your own discretion and risk and you shall be solely responsible for safeguarding and maintaining the confidentiality of your Account, as defined below, including your username and password and all activities in connection with or that occur on or through your Account, as defined below.
3. You may not use our products and/or services for any illegal or unauthorized purpose nor may you, in the use of the Services, violate any laws in your jurisdiction (including but not limited to copyright laws).
4. Any alcohol listings on the Site are intended for those who are nineteen (19) years of age or above, and may only be purchased by those who are nineteen (19) years of age and above.
5. While accessing the Site and/or our platform, you must not transmit including but not limited to, any worms, viruses and/or any code of a destructive nature.
7. We reserve the right, at our sole discretion, to refuse service to anyone for any reason at any time.
8. You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Please note that Credit card information is always encrypted during transfer over networks.
3. Accuracy, Completeness And Timeliness Of Information
1. We are not responsible for the accuracy of information on this Site, complete or current. The material on this Site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or timelier sources of information. Any reliance on the material on this Site is at your own risk.
2. This Site may contain certain historical information. Historical information may not be current and is provided for your reference only. We reserve the right to modify the contents of this Site at any time, but we have no obligation to update any information on our Site. You understand that it is your responsibility to monitor any changes to our Site.
4. Modifications To The Provision Of Services And Prices
1. We reserve the right, at our sole discretion and at any time to modify the prices of our products without further notice to you.
2. We reserve the right, at our sole discretion and at any time to modify or discontinue the Services (or any part or content thereof) without further notice to you.
3. We shall not be liable to you or to any third-party for any, including but not limited to, modification, price change, suspension or discontinuance of the Services.
5. Account Information
1. To access certain parts of the Site, Services and/or Content, you will be required to register for an account with Uride ("Account"). In doing so, you will be required to input your e-mail and/or phone number ("Login ID"), and password ("Password").
2. You are solely responsible for safeguarding and maintaining the confidentiality of your Login ID and Password. You agree not to:
a. share or permit others to use your Account or Password; or
b. assign or transfer your Account to any other person or entity.
3. You shall be bound by and responsible for all communications and online activity transmitted or conducted through the use of your Account.
4. Uride shall have no responsibility or liability for any loss, damage, cost, expenses, or liabilities arising as a result of or in connection with the wrongful or fraudulent use of your Account. If you are aware of any actual or suspected unauthorized use(s) of your Account, loss, theft, or unauthorized disclosure of your Password, please notify us immediately at: firstname.lastname@example.org
5. Each household or delivery address may only register one (1) Account. Multiple Account(s) registering the same delivery address may be permitted at our sole discretion.
6. Please provide accurate, complete, and up-to-date information required for your Account. You may at any time change or update your Account information by updating your information under My Account.
7. Where a delivery address is associated with multiple Account(s) without our written authorization, or fraudulent or wrongful use of an Account is detected or suspected, we reserve the right at our sole discretion, without liability, and without prejudice to our other rights and remedies under this Agreement or at law, to immediately:
a. cancel any orders placed through such Account(s);
b. cancel or invalidate any credits or discount vouchers, rewards or codes awarded to or used by such Account(s);
c. prohibit such Account(s) or persons from participating in any promotions, contests or surveys of Uride; and/or
d. merge, suspend and/or terminate such Account(s).
6. Intellectual Property And Limitations On Use
1. All rights, title and interest in and to the Services, including all Content pursuant to the Services remains and/or shall be the copyright or intellectual property of either Uride or third parties providing the data ("Data Providers") (as the case may be).
2. You may not use the Site, Services, including all Content, for publication, distribution, transmission, retransmission, redistribution, broadcast, reproduction or circulation to anyone else unless with our express written consent.
3. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Content obtained from the Service and/or Site unless with our express written consent.
4. We hereby grant you a personal, limited, worldwide, royalty-free, non-assignable, non-transferable, revocable, non-exclusive license (without the right to sub-licence) to use the Site, Services and Content for the sole purpose of enabling you to use and enjoy the benefit of the Services in a manner prescribed by these Terms. Such license is subject to these Terms and does not include the distribution of any Content, modifying or otherwise making any derivative uses of the Site, Services and/or the Content (or any part thereof), the use of any scraping, data mining, robots or similar data gathering or extraction methods, downloading (other than page caching) any part of the Site, Services, Content or information contained therein except as expressly permitted on the Services, and any use of the Site, Services or Content other than for their intended purposes.
7. Order, Pricing And Payments
1. Delivery areas
As our Services continue to expand in Canada, there may be times when some areas will not be covered by our Services.
2. All orders made by you are subject to stock availability. Uride reserves the right to cancel, amend or reject your order in whole or in part, at any time and without liability or compensation, where any product is out of stock, damaged or spoilt, or unavailable for any other reason.
3. We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address.
4. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
3. Product Information, Pricing and Payment
1. Uride endeavors to provide you with accurate and up-to-date pricing, product and promotional information. However, we do not guarantee that the pricing, images or other product or promotional information provided will be error-free, updated or complete. Uride shall not be liable for any errors in the pricing and product or promotional information listed on our Site or through our Services.
2. The price to be paid by you shall be based on our prevailing selling price at the time we receive your order, which may or may not be correctly reflected on the Site or through our Services.
3. In the event that an item on your order is not available, we reserve the right to substitute it with an item of the same kind which may or may not have the same price as what you ordered and/or may or may not be of the same quality
4. Where the actual price of any product is dependent on its weight ("Weighed Item"), we will provide an estimate of the price based on indicated weight and our current prevailing rates at the time of checkout. The actual weight and related price of the Weighed Item will be made known to you at the time of delivery and:
1. in the event of any shortfall in payment, we reserve the right to charge you for the additional amounts; and
2. in the event of any overpayment, we will reverse or refund the excess amounts paid for such item in accordance with our prevailing refund policy at the time of delivery.
5. By placing your order, you authorize us to transmit information or to obtain information about you from third parties from time to time and this may include verification checks involving your debit or credit card number or credit reports in order to authenticate your identity, to validate your credit card, to obtain an initial credit card authorization, to protect you and us from fraud, and to enable us to arrange delivery of your order to your nominated delivery address.
4. Alcohol Delivery Terms
1. Deliveries may only be completed on certain dates and times according to regulatory requirements. If you request an alcohol delivery at a time that we are unable to provide such delivery, your order will be posted for the next available date and time and you will have the opportunity to accept or decline to proceed with such order.
2. Alcohol ordered through the Service can only be delivered to a residential address. Deliveries cannot be made to public locations, hotel lobbies, hospitals, institutions that provide alcohol addiction treatment or a place of business.
3. It is the User’s responsibility to ensure that he or she, is at least 19 years of age, is present at the residential address to receive the alcohol delivery at the selected delivery time (“Eligible Individual”).
4. In order to receive an alcohol delivery, the Eligible Individual must sign a receipt provided by Uride and must present to the Uride representative government-issued identification which includes a photograph of the Eligible Individual and states his or her date of birth (“Required Documentation”) for inspection. Uride will accept one of the following as Required Documentation:
A driver’s licence issued by the province of Ontario with a photograph of the person to whom the licence was issued;
A Canadian citizenship card with a photograph of the person to whom the card was issued;
A Canadian armed forces identification card with a photograph of the person to whom the card was issued;
A secure certificate of Indian status issued by the Government of Canada;
A photo-identification card issued by the Liquor Control Board of Ontario; and
A permanent resident card issued by the Government of Canada.
1. We have made every reasonable effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
2. We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis.
3. We reserve the right to limit the quantities of any products or Services that we offer.
4. All descriptions of products or product pricing are subject to change at any time without notice, at our sole discretion.
5. We reserve the right, at our sole discretion, to discontinue any product at any time.
6. Any offer for any product or Services made on this Site is void when it is prohibited by law.
7. We do not warrant that the quality of any products, Services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Services will be corrected.
9. Accuracy Of Billing And Account Information
1. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.
2. You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
10. Optional Tools
1. We may provide you with access to third-party tools over which we do not monitor or have any control over whatsoever.
2. You acknowledge and agree that we provide access to such tools 'as is' and 'as available' without any warranties, representations or conditions of any kind and without any endorsement. We are not liable for, including but not limited to, any loss and/or damage suffered by you whatsoever arising from or relating to your use of optional third-party tools.
3. Any use by you of optional tools offered through the Site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
11. Third Party Links
1. Third-party links on our Site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
2. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please ensure that you review the third-party's policies and practices and make sure you understand them before you engage in any transaction.
3. Any complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
12. User Comments, Feedback And Other Submissions
1. If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us.
2. We are and shall be under no obligation, including but not limited to, to:
1. maintain any comments in confidence;
2. pay compensation for any comments; or
3. respond to any comments.
4. By sending and/or posting your comments, you agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website.
5. You agree to not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
13. Personal Information
14. Errors, Inaccuracies And Omissions
1. Occasionally there may be information on our Site, in the Services and/or Content that contain typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability.
2. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Site, Services, Content or on any related website is inaccurate at any time without prior notice to you.
3. We undertake no obligation to update, amend or clarify information in the Site, Services, Content or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Site, Services, Content or on any related website should be taken to indicate that all information in the Site, Services, Content or on any related website has been modified or updated.
15. Prohibited Uses
1. for any unlawful purpose;
2. to solicit others to perform or participate in any unlawful acts;
3. to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;
4. to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
5. to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
6. to submit false or misleading information;
7. to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet;
8. to collect or track the personal information of others;
9. to spam, phish, pharm, pretext, spider, crawl, or scrape;
10. for any obscene or immoral purpose; or
11. to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet.
2. We reserve the right to terminate your use of the Site, Services, Content or any related website for violating any of the prohibited uses.
16. Disclaimer Of Warranties; Limitation Of Liability
1. We do not guarantee, represent or warrant that your use of our Site, Services and/or Content will be uninterrupted, timely, secure or error-free.
2. We do not warrant that the results that may be obtained from the use of our Site, Services and/or Content will be accurate or reliable.
3. You agree that from time to time we may remove our Site, Services and/or Content for indefinite periods of time or cancel our Site, Services and/or Content at any time, without notice to you.
4. You agree that your use of, or inability to use, our Site, Services and/or Content is at your own risk. Our Site, Services and/or Content and all products and services delivered to you through our Site, Services and/or Content are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
5. In no case shall Uride, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation for any lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. As some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall only be limited to the extent permitted by law.
1. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
3. Your sole and exclusive right and remedy against us in the case of dissatisfaction with the Services or any other grievance shall be your termination and discontinuation of access to or use of the Services or by notifying us that you no longer wish to use our Services.
20. Entire Agreement
21. Governing Law
22. Changes To Term of Use
23. Contact Information
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement ("Agreement") is made effective as you sign up on the Uride platform by and between 10311669 Canada Corp., doing business as Uride, and its subsidiaries, representatives, affiliates, officers, and directors (collectively, "Uride” “we”, “us,” or “our”), and you, an individual who signed up for an account to be a delivery driver ("Contractor" or “you,” or “your”), (collectively referred to as the "Parties").
IMPORTANT: YOU ACKNOWLEDGE AT THE OUTSET THAT, FOR THE PURPOSES OF CARRYING OUT THE PURPOSE OF THIS AGREEMENT, YOU AGREE TO ALL TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. PAY ATTENTION TO SECTION 8, WHICH SETS FORTH THAT YOU AND URIDE MUTUALLY AGREE TO ARBITRATE ANY DISPUTES OR CLAIMS THAT MIGHT ARISE BETWEEN YOU. SECTION 8 REQUIRES THAT, EXCEPT AS PROHIBITED BY LAW OR UNLESS YOU OPT-OUT OF THE ARBITRATION PROVISION (AS SET FORTH IN SECTION 8.8), THE PARTIES WILL RESOLVE DISPUTES OR CLAIMS ON AN INDIVIDUAL BASIS IN AN ARBITRATION PROCEEDING.
1 THE URIDE PLATFORM
1.1 Uride is a technology company that provides a communications and logistics platform that enables consumers who seek personal shopping and/or delivery services from retailers in their area to be matched with individuals or third party providers interested in providing those services (the “Uride Platform”).
1.2 You are an independent provider of personal shopping and/or delivery services. As the Uride platform is not available to children (persons under the age of 18), you represent and warrant that you are at least 18 years old and that you have the right, authority, and capacity to enter into and abide by the terms of this Agreement. You are in lawful possession of all equipment, insurance, and licenses necessary to perform the shopping and/or delivery services contemplated by this Agreement in accordance with all applicable laws. You desire to enter into this Agreement for the purpose of using the Uride Platform to obtain opportunities to perform personal shopping and delivery services on behalf of consumers.
2 SERVICES OF THE CONTRACTOR
2.1 From time to time, Uride may notify you of an opportunity to perform personal shopping and/or delivery services through the Uride Platform on behalf of consumers (a "Delivery Opportunity"). If you accept a Delivery Opportunity, you agree to use the Uride Platform to retrieve the requested retail items from the store selected by the customer and deliver them in a safe and timely manner (the “Services”).
2.2 You acknowledge that, as a prerequisite to performing the Services, you will need to consent to background checks, and continued access to the Uride Platform is contingent upon passing the background checks and otherwise complying with the terms of this Agreement (and any documents incorporated by reference). After receiving access to the Uride Platform, Uride may conduct additional background checks on you, in compliance with applicable law, through its background check provider. Uride will issue you a username and password so that you can access the Uride Platform to provide the Services. You agree that only you will use the username and password, as you are the sole authorized user.
2.3 You acknowledge that Uride does not impose any minimum or maximum amount of Services that you are required to provide. Moreover, you are under no obligation to accept any particular Delivery Opportunity that is offered to you. If, however, you do accept a Delivery Opportunity, then you are contractually obligated to complete it.
2.4 You agree that there is no minimum or maximum number of Delivery Opportunities that Uride will make available to you.
2.5 If Uride desires to engage you for any purposes other than or in addition to the Services, and if you agree to such an additional engagement, you and Uride shall agree upon the specific terms and conditions. However, such terms and conditions shall govern that additional engagement only and shall not modify the terms and conditions governing the Services as set forth in this Agreement. Any disputes or claims related to the provision of such additional engagement shall be governed by the Arbitration Provision (including the opt-out option) in Section 8 of this Agreement.
3.1 Uride agrees to pay you for the Services within 14 days of performance. Uride reserves the right to change the rates schedule at any time, and Uride will provide you with notice of the changes in advance of your accepting a Delivery Opportunity through Uride Uride App.
3.2 For a Delivery Opportunity that involves both personal shopping and delivery, you will be provided a delivery fee for each delivery, plus a packaging fee, and any additional tips you may receive from the user. Available payment rates are posted on the Uride App, and you can review the applicable rate schedule prior to accepting or rejecting a ride.
3.2 As a condition of receiving any payment, you agree to provide Uride with your Social Insurance Number and the requisite authorization for required background checks. You shall be responsible for all costs and expenses incurred or necessary in the performance of the Services, including but not limited to phone, parking, vehicle, insurance, and travel expenses.
3.5 Uride shall pay to you any applicable goods and services tax, harmonized sales tax, value added tax, and other similar taxes (collectively “GST/HST”), in addition to the payments hereunder provided that you are validly registered for GST/HST purposes. If you are registered for GST/HST purposes under Part IX of the Excise Tax Act (Canada), or similar provincial tax legislation, or if you become so registered at any time during the term of this Agreement, you shall provide Uride with your GST/HST registration number(s) on the Uride Platform. Uride shall take reasonable steps to validate the GST/HST number(s) that you provide, and may not make payments of GST/HST to you until it is satisfied that the GST/HST number(s) you have provided is/are valid at the relevant time. If Uride withholds any payments of GST/HST to you during this validation process, such GST/HST will be released to you for remittance to the government once Uride is satisfied that your GST/HST registration is/are valid at that time. Uride is not responsible for any GST/HST, penalties, interest or other amounts that may be assessed against you as a result of your failure to provide a valid GST/HST number to Uride.
4 TERMINATION OF AGREEMENT
A. Cause a safety issue;
B. Violate applicable local, provincial, or federal laws or applicable guidance;
C. Fail to meet acceptable standards of service;
D. Repeatedly fail to deliver on time or repeatedly fail to deliver complete orders;
E. Fail your background checks after signing this Agreement;
F. Invade customer privacy;
G. Engage in or encourage fraudulent conduct; or
H. Invalidate this Agreement through an improper signature.
5 RELATIONSHIP OF THE PARTIES
5.1 You enter into this Agreement as an independent contractor with a business relationship between you and Uride. It is understood that in agreeing to provide Services under this Agreement, the Contractor shall be acting and shall act at all times as an independent contractor, and not as an employee of Uride for any purpose whatsoever, including without limitation, for purposes relating to taxes, payments required by statute, or any other withholdings or remittances to any governmental agency or authority. Under no circumstances shall you look to Uride as your employer, partner, joint venturer, agent, or principal, nor shall this Agreement be construed to establish any such relationship. YOU SHALL NOT BE ENTITLED TO ANY EMPLOYEE BENEFITS ACCORDED TO URIDE’ EMPLOYEES. FOR THE PURPOSES OF THIS AGREEMENT “EMPLOYEE BENEFITS” MEANS, WITHOUT LIMITATION, ANY EMPLOYEE BENEFIT, PENSION, PROFIT SHARING, SAVINGS, RETIREMENT, DEFERRED COMPENSATION, STOCK OPTION, PHANTOM STOCK, RESTRICTED STOCK, OR STOCK PURCHASE, INSURANCE, HEALTH, DENTAL, DISABILITY, EMPLOYEE WELFARE BENEFIT, SICK PAY, WORKERS’ COMPENSATION COVERAGE, BONUS, VACATION PAY, SEVERANCE PAY AND OTHER SIMILAR PLANS, PROGRAMS AND AGREEMENTS, WHETHER OR NOT REDUCED TO WRITING. You further acknowledge that this Agreement does not create any employer-employee relationship between a third party retailer and yourself, and that you are not entitled to any benefits, including but not limited to Workers’ Compensation coverage, afforded to any employees of a third party retailer.
5.2 Uride is interested only in the results to be achieved by you under this Agreement. You shall be responsible for determining the manner and method of performing all Services under this Agreement, and achieving the desired results, in a lawful and safe manner. Uride shall have no right to control or supervise you in your performance of the Services under this Agreement.
5.3 ON A CONTINUING BASIS, YOU SHALL BE SOLELY RESPONSIBLE FOR, AND TO THE EXTENT REQUIRED BY LAW:
A. SECURING AND PAYING FOR WORKERS’ COMPENSATION INSURANCE;
B. SECURING AND PAYING DISABILITY INSURANCE, HEALTH INSURANCE, AND/OR OTHER SIMILAR INSURANCE;
C. SECURING AND PAYING EMPLOYMENT INSURANCE OR OTHER SIMILAR INSURANCE CONTRIBUTIONS, INCLUDING CANADA PENSION PLAN;
D. SECURING AND PAYING ALL NECESSARY LIABILITY INSURANCE FOR YOU AND ANY PERSONNEL;
E. SECURING AND PAYING FOR AUTOMOBILE INSURANCE IN COVERAGE AMOUNTS CONSISTENT WITH LEGAL REQUIREMENTS, INCLUDING ANY REQUIRED NO FAULT AUTOMOBILE INSURANCE OR COMMERCIAL AUTOMOBILE INSURANCE; AND
F. THE PAYMENT AND REMITTANCE OF ALL PROVINCIAL AND FEDERAL TAXES AND RELATED AMOUNTS, INCLUDING WITHOUT LIMITATION, GOODS AND SERVICES TAXES, HARMONIZED SALES TAXES, INCOME TAXES, SOURCE DEDUCTION PAYMENTS, NON-RESIDENT WITHHOLDING TAXES AND CONTRIBUTIONS.
YOU UNDERSTAND THAT URIDE DOES NOT PROVIDE ANY INSURANCE LISTED ABOVE. YOU FURTHER UNDERSTAND THAT ITEMS LISTED IN THIS SECTION (FOR EXAMPLE, COMMERCIAL AUTOMOBILE INSURANCE) MAY BE REQUIRED IN YOUR JURISDICTION, AND YOU AGREE THAT IT IS YOUR RESPONSIBILITY TO DETERMINE IF ANY OF THE ABOVE IS REQUIRED. YOU AGREE TO ABIDE WITH ALL APPLICABLE LAWS, STATUTES, AND REGULATIONS AS THEY RELATE TO THIS SECTION. Uride shall not be liable for any penalties, levies, fines, and/or fees, which may be imposed if such taxes and/or other contributions are not paid by you. You further agree that you shall defend, indemnify, and hold Uride and its affiliates, and their respective officers, directors, shareholders, employees, agents, successors and permitted assigns thereof harmless for any and all judgments, levies, fines, costs, penalties, assessments or fees associated with such required payments, or with respect to any demand or claim related in any way to any failure to declare, collect, remit, and/or pay on a timely basis all such taxes and related amounts.
5.4 You have no authority to make promises, agreements, or otherwise make commitments on Uride’ behalf.
5.5 You may represent, perform services for, or be employed by, any third persons or companies as you see fit.
5.6 Uride does not guarantee the availability of the Uride platform. You understand that the Uride platform may be unavailable at any time and for any reason. The Uride Platform may be subject to delays, and Uride is not responsible for any delays, damages, or losses resulting from the delays.
6 CONTRACTOR'S REPRESENTATIONS AND INDEMNITIES
6.1 You represent that you have the qualifications, insurance, licenses, registrations, and skills to perform the Services in a competent, professional, and reliable manner.
6.2 You agree that you shall and do hereby indemnify, defend, and hold harmless Uride, and Uride’ officers, directors, shareholders, employees and agents, and its or their successors and assigns, from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable legal fees and costs, that any of the foregoing persons or any other persons may incur or suffer and that result from, or are related to: (a) the performance of the Services; (b) any breach or failure by you to perform or abide by any of the representations, warranties, and agreements set forth in this Agreement or incorporated by reference; (c) your violation of any law or the rights of a third party, including a customer, retail partner, or any individual associated with a retail partner, as a result of your own interaction with such third party; (d) any allegation that any materials that you use in carrying out the Services infringe or otherwise violate the copyright, trademark, trade secret, or other rights of any third party; (e) your ownership, use or operation of a motor vehicle or passenger vehicle, including during your provision of Services; and/or (f) any other activities in connection with the Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. You agree that Uride is not responsible for any loss, damage or depreciation that may occur to your equipment, including but not limited to your vehicle.
6.3 ON A CONTINUING BASIS, YOU SHALL BE RESPONSIBLE FOR:
A. MAINTAINING A VALID DRIVER’S LICENSE AND BEING MEDICALLY FIT TO OPERATE A MOTOR VEHICLE;
B. MAINTAINING ANY OTHER REQUIRED LICENSES, REGISTRATIONS, INSURANCE, AND PERMITS USUAL OR NECESSARY FOR PERFORMING THE SERVICES;
C. OWNING OR HAVING THE LEGAL RIGHT TO OPERATE THE VEHICLE YOU USE WHEN PROVIDING SUCH SERVICES; and
D. DRIVING SAFELY AND NOT ENGAGING IN UNSAFE BEHAVIOR, INCLUDING BEING UNDER THE INFLUENCE OF ALCOHOL OR DRUGS WHILE DRIVING.
You agree to provide, upon our request, proof of insurance coverage, valid licenses, valid vehicle registration, and your criminal or driving record, provided Uride can request this information under applicable law.
6.4 You will be solely responsible for procuring all equipment, supplies, tools, and/or instrumentalities that are necessary to perform the Services and obligations under this Agreement. You agree that while providing Services using the Uride Platform, you will maintain the latest version of the Uride App. You agree that by downloading and using the Uride App, you are bound by any future amendments and additions to information referenced in the Uride App, and the ability to continue to use the Uride App is consideration for and consent to such changes.
6.5 You agree that you will perform the Services in a competent, professional, safe, and reliable manner, recognizing that the Services are personal to the customer, in order to maximize customer satisfaction and to achieve the results represented to the customer. You understand that the Services you provide to the customer create a direct business relationship between you and the customer. You also agree that repeated cancellation of your commitments to provide the Services results is abuse of the Uride Platform, making it less reliable for customers. You agree to comply with any laws and regulations applicable to the performance of the Services. You further recognize and agree that customer satisfaction in the services provided by the customer are measured, and poor customer satisfaction is a reason to terminate the Agreement under Section 4, above.
6.7 You agree to accept messages from Uride via the Uride App, SMS, text message, email, and/or by telephone call and agree that such communications do not violate any applicable laws. You consent to have Uride call or text message you at the phone number you provide using an autodialer or a prerecorded or artificial voice to deliver a message in connection with your use of the Uride Platform or for any other non-telemarketing purposes. In addition, you consent to have Uride call or text message you through the Uride App on the wireless telephone that you have elected to download and host the Uride App using an autodialer or a prerecorded or artificial voice to deliver a message for any non-telemarketing purposes. You agree that telephone calls between you and Uride or its agent or partner may be recorded and that you hereby consent to any such recording. You agree not to use customer contact information for any purpose other than provision of the Services.
6.8 You agree that, if you accept a Delivery Opportunity that includes an alcohol purchase, you are solely responsible for ensuring compliance with all federal, provincial, and local laws and guidance, including but not limited to ensuring that the individual accepting the order has a valid identification, is at least the minimum legal drinking age, and is not visibly intoxicated.
6.9 You agree that, if you accept a Delivery Opportunity that includes an item that needs to maintain either a hot or cold temperature, you will ensure compliance with all federal, provincial, and local laws and guidance and deliver the item in a manner that ensures the health and safety of the customer. You further agree that you will lawfully acquire any equipment, including but not limited to insulated bags, needed to perform the Services.
6.10 You will be solely responsible to inform your insurance provider regarding your registration with Uride platform to provide delivery services through the app. You further agree that any incident involving insurance claims will go through your personal insurance and that it is your responsibility to inform them about the said incident.
7 NON DISCLOSURE OF CONFIDENTIAL INFORMATION
7.1 During the course of your relationship with Uride, you may have access to and/or become acquainted with confidential, proprietary, and/or trade secret information of Uride and/or its customers (collectively, “Confidential Information”), which is valuable to Uride . Confidential Information includes any and all information relating in any manner to the business, including but not limited to aspects of its technology platform, which includes the Uride App. Confidential Information further includes any and all information relating in any manner to the business of Uride ‘ clients, as applicable, and its and their consultants, customers, clients, and business associates, which is not known generally to the public. Confidential Information also includes, but is not limited to, trade secrets, client or vendor lists, client information, customer lists, and customer information (including but not limited to the identity, address, and contact information of customers), contracts, agreements, accounting or financial information, pricing information, business plans and data, formulae, technical know-how, processes, methods, techniques, procedures, software, databases, marketing strategies and data, pending projects and proposals, programs, designs, drawings, diagrams, test data, research and other such information of a confidential nature regardless of whether furnished before or after the date of execution of this Agreement, whether oral or written, and regardless of the form of communication or the manner in which it is furnished and all analyses, compilations, data, studies, notes, interpretations, memoranda, extracts, or other documents prepared by Uride containing or based in whole or in part on any such furnished information. You specifically agree that all Confidential Information shall be treated as confidential without regard to whether any specific item of information or material has been labeled "Confidential," "Secret," or "Trade Secret," or any similar designation. Confidential Information does not include, however, information that you can show by documentary evidence: (i) is or has become generally available to the public through no wrongful act of your own; or (ii) has been independently acquired or developed by you without violating any of your obligations under any agreement with Uride, any agreement with a third party, or applicable law.
7.2 You: (i) will hold and maintain all Confidential Information in the strictest confidence; (ii) except as reasonably necessary to perform the Services or as authorized in writing by Uride, will not at any time, whether during or subsequent to the term of this Agreement, in any fashion, form or manner, either directly or indirectly, use, divulge, disclose, or communicate any Confidential Information to any person, firm, corporation, or entity in any manner whatsoever; and (iii) shall require, and ensure that its directors, officers, employees, agents, and permitted subcontractors who may receive Confidential Information maintain the same in strict confidence and not use or disclose the information except as permitted under this Agreement. You further agree specifically that you will keep secret from any of Uride’ competitors all Confidential Information learned, transmitted, or otherwise obtained by you, including but not limited to Confidential Information about Uride and its operations. You acknowledge that further customer-specific compliance requirements may be applicable and enforceable against you. Except for the purpose of providing the Services, at no time will you turn over your username for or password to the Uride App to any third party.
7.3 You agree that all drawings, memorandums, invoices, diaries, project books, notebooks, sketches, reports, manuals, computer programs, computer files, and any other materials in any manner and in any medium affecting, recording, or relating to Uride’ Confidential Information shall at all times be and remain Uride’ sole property, and shall not be removed from Uride’ premises under any circumstances whatsoever without Uride’ prior written consent, except when (and only for the period) necessary to carry out the Services hereunder, and if removed shall be immediately returned to Uride upon termination of this Agreement, and no copies shall be kept by you. Upon Uride’ request, you will provide a truthful declaration to Uride certifying that all Confidential Information and all copies thereof have been delivered to Uride, and deleted from your computers, laptops, telephones, or other electronic or recording device.
7.4 If you are required by applicable law or regulation or by legal process to disclose any Confidential Information, you will immediately notify Uride in writing prior to making any such disclosure and assist Uride in seeking a protective order or other appropriate remedy. You further agree that if Uride is not successful in precluding the requesting legal body from reviewing the Confidential Information, you will furnish only that portion of the Confidential Information that is legally required and will exercise your best efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information.
7.5 The restrictions placed upon you in this Section will survive the termination of this Agreement and continue in perpetuity. You agree that any breach of any term of this Section is a material breach of this Agreement.
8 MUTUAL AGREEMENT TO ARBITRATE DISPUTES (“ARBITRATION PROVISION”)
8.1 (a) Intent to Arbitrate. The Parties agree to first attempt to resolve any disputes or claims amicably by providing 30 days written notice prior to filing any such dispute or claims. If the Parties are unable to reach a resolution amicably, and except as provided explicitly in Section 8.4 or as set forth in Section 8.8, the Parties hereby agree that, to the fullest extent permitted by law, ANY AND ALL DISPUTES OR CLAIMS BETWEEN YOU AND URIDE, whether in contract, tort, or otherwise arising out of or in any way relating to this Agreement, the Services, or the relationship between the Parties, including but not limited to any disputes or claims regarding the formation (including any assertion of unconscionability or invalidity), existence, breach, termination, Services, scope, validity, enforceability, applicability, or interpretation of the relationship between the Parties or this Agreement, shall be exclusively resolved by final and binding arbitration.
The Parties anticipate that by entering into this Arbitration Provision, they will gain the benefits of a speedy and less expensive dispute resolution procedure. This Arbitration Provision shall encompass all disputes and claims that Uride may have against you, or that you may have against Uride and/or any of its officers, directors, employees, owners, agents, representatives, benefit plans, sponsors, fiduciaries, agents, parents, subsidiaries, or affiliated entities arising out of or relating to this Agreement or the Services performed by you.
(b) Subject to the limitations set forth in Section 8.4, the Parties agree that the third party retailers at or in whose premises the Services under this Agreement may be performed, as well as any consumer reporting agency responsible for providing background check services of you, are intended third party beneficiaries of this Arbitration Provision. The Parties further agree that a dispute or claim also includes all those between you and a third party concerning the provision of any background check of you by a consumer reporting agency. Any disputes or claims in this regard shall be resolved exclusively by an arbitrator.
(c) For additional clarity, by signing this Agreement, the Parties hereby expressly waive, to the extent permitted by applicable law, their right to have any dispute or claim resolved by a court, unless specifically set out herein.
8.2 Waiver of Class Action Claims. By signing this Agreement, Uride and you agree that each may bring and pursue claims against the other only in their individual capacities, and may not bring, pursue or act as a plaintiff, class representative, or class member in any purported class or collective proceeding or action other than on an individual basis except to the extent this provision is unenforceable as a matter of law. Notwithstanding any other provision in this Agreement, if the waiver set forth in this section is found to be unenforceable, the Parties agree that any class or collective action claims will be litigated in a court of competent jurisdiction and not as a class or collective arbitration.
8.3 (a) Waiver of Other Representative Proceedings and Jury Trial. By signing this Agreement, you and Uride agree that, to the extent permitted by applicable law, any and all dispute resolution proceedings will be conducted only on an individual basis and not in a collective, consolidated, or on the basis of a joinder of proceedings.
(b) If for any reason a dispute, claim, or controversy proceeds in a court rather than in arbitration, to the extent permitted by applicable law, the Parties hereby further waive any right to a jury trial and agree that any such court proceeding will also be conducted only on an individual basis and not in a class, representative, collective, consolidated, or on the basis of a joinder of proceedings.
8.4 Claims Not Covered. The only disputes or claims not covered by this Agreement are those that, as a matter of applicable law, the Parties cannot agree to arbitrate. Disputes or claims between Uride and any third party beneficiaries are also not covered by the terms of this Arbitration Provision.
8.5 Arbitration Procedures and Location. By signing this Agreement, the Parties further agree that any arbitration shall be conducted and resolved before a sole arbitrator selected in accordance with the Simplified Rules of the ADR Institute of Canada, Inc. The Parties agree that the arbitration shall proceed under the Simplified Rules of the ADR Institute of Canada, Inc., with the Parties first attempting to select the arbitrator from a panel of arbitrator names provided by the ADR Institute of Canada, Inc., and if that is not successful, then the ADR Institute of Canada, Inc. will follow the Simplified Rules for the arbitrator’s selection. The arbitration will be held: (i) in the province where the Contractor is performing Services and in the city that is geographically closest to where the Contractor resides in the province that has a population greater than 100,000 people. In event there is no such city in the province, the arbitration will be held (ii) in such location as the Parties may mutually agree to, or (iii) in the absence of such agreement, in the provincial capital. The language of the arbitration will be English.
8.6 Arbitration Costs, Lawyers’ Fees, and Costs. The arbitrator shall have the power to award and apportion the arbitration costs (including the arbitrator’s fees and expenses) in accordance with the Simplified Rules of the ADR Institute of Canada, Inc. Each party shall otherwise pay its own lawyers’ fees and costs.
8.7 Awards. The arbitrator is authorized to award any remedy or relief available under applicable law that the arbitrator deems just and equitable, including any remedy or relief that would have been available to the parties had the matter been heard in a court. The decision of the arbitrator shall be in writing and shall provide the reasons for the award unless the parties agree otherwise.
8.8 (a) Opt-Out for Arbitration Provision. You have 30 calendar days from the date that you signed this Agreement to opt-out of the Arbitration Provision. However, opting-out of this Arbitration Provision does not affect any other part of this Agreement. If you opt-out of the Arbitration Provision, then neither you nor Uride will be bound by the terms of this Arbitration Provision. Should you not opt-out in accordance with this section within the 30 day period, then this Arbitration Provision will become fully effective and binding as of the date the Agreement is executed by you.
(b) To opt-out, within 30 calendar days from the date that you sign this Agreement, you must notify Uride in writing of your intent to opt out of the Arbitration Provision by providing your first and last name and a clear statement of your intent to opt out such as “I wish to opt out of the Arbitration Provision” or words to that effect. The written intent to opt out must be provided either by: (1) sending electronic mail to email@example.com; or (2) by sending a letter by Canada Post, or by any nationally recognized delivery service (e.g. UPS, Federal Express), or delivered by hand, to:
10311669 Canada Corp. o/a Uride
516 Victoria Avenue East Unit 8
Thunder Bay, ON
(c) In order to be effective, the letter under option (2) must be dated and signed and the envelope containing the signed letter must be received (if delivered by hand) or post-marked within 30 days of the date you signed this Agreement. Your written intent to opt out of the Arbitration Provision, whether sent by (1) or (2), will be maintained by Uride.
Except as explicitly provided in Section 8.8, any notices to Uride shall be given by certified mail, postage prepaid and return receipt requested to:
10311669 Canada Corp. o/a Uride
516 Victoria Avenue East Unit 8
Thunder Bay, ON
Such notice shall be deemed given five days after the date of mailing. Any notices to you shall be provided through the Uride App or given via the email address you provided to Uride, and such notice shall be deemed given immediately upon sending. Alternatively, Uride may provide you notice by certified mail to the address provided by you to Uride. In such case, notice shall be deemed given five days after the date of mailing.
10 SUCCESSORS AND ASSIGNS
This Agreement is intended to bind and inure to the benefit of and be enforceable by Uride, you, and our respective heirs, successors and assigns, except that you may not assign your rights or delegate your duties or obligations hereunder (including, without limitation, pursuant to any subcontract) without the prior written consent of Uride. This should not be construed as precluding you from hiring individuals to assist in the provision of Services.
Except as explicitly set forth in Section 8.2 and 8.3, in the event that any provision of this Agreement is held to be illegal, invalid, void, null, or unenforceable, the remainder of the Agreement shall remain in full force and effect. The Parties further agree that any claims that are found not subject to arbitration under this Agreement, shall be stayed in a court of competent jurisdiction pending the outcome of the arbitration of any other asserted claims.
12 MODIFICATION AND WAIVER
12.1 The Agreement can only be revoked or modified in writing signed by both Parties that specifically states an intent to revoke or modify this Agreement. This Agreement shall constitute the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement and, unless as permitted herein, shall not be modified, altered, changed, or amended in any respect, unless in writing and signed by both Parties. Before accepting any modifications, alterations, changes, or amendments, you shall have the right to discuss any proposed changes with Uride and consider whether to continue your contractual relationship with Uride. Unless otherwise stated in this Agreement, THIS AGREEMENT SUPERSEDES ALL PRIOR AGREEMENTS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE URIDE PLATFORM. No waiver by any Party to this Agreement of any provision hereof shall be deemed to be a waiver of any other provision of this Agreement, or of any subsequent breach of such provision, or a waiver of any other provision of this Agreement by any other.
12.2 Uride also reserves the right to modify any information referenced in the hyperlinks included in this Agreement in its reasonable and good faith business judgment from time to time, and such modifications shall become effective upon posting. Continued use of the Uride Platform or performance of Services after any such changes are posted shall constitute your consent to such changes. Unless material changes are made to the Arbitration Provision herein, you agree that modification of this Agreement and/or the hyperlinks included in this Agreement does not create a renewed opportunity to opt-out of arbitration (if applicable).
By executing this Agreement, the Parties represent that they have been given the opportunity to fully review, comprehend, and negotiate the terms of this Agreement. The Parties understand the terms of this Agreement and freely and voluntarily sign this Agreement. If you have any questions about this Agreement, you may wish to seek legal advice and are free to do so.
14 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the law of the Province of Ontario and the federal laws of Canada applicable therein. The language in all parts of this Agreement shall in all cases be construed according to its fair meaning and not strictly for or against either Party.
15 ENTIRE AGREEMENT
Except to the extent that you opt-out of the Arbitration Provision in this Agreement, this Agreement supersedes any and all other agreements between you and Uride, whether oral or in writing, and contains all of the covenants and agreements between you and Uride with respect to your Services. You and Uride each acknowledge that no representations, inducements, promises, or agreements, originally or otherwise, have been made to either Party to the other, or by anyone acting on behalf of either Party, which are not embodied herein.
16 EFFECTIVE DATE
The Effective Date of this Agreement is the date upon which you sign up.