Terms of Use - Driver/Chasers

PLEASE READ THE ENTIRETY OF DOCUMENT CAREFULLY
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These Terms of Use (“Terms”) are made and effective as of the date signed (the “Effective Date”) between SKIP THE DITCHES INC. (the “Corporation”) and the undersigned (the “Contractor”). These Terms shall govern the access and use by the Contractor of all applications, websites, content, products and services (collectively, the “Products”), made available by the Corporation to the Undersigned.
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The Corporation may immediately, at its sole and unfettered discretion, terminate these Terms and cease access to the Products by the Contractor at any time and for any reason. Notice and explanation are not required by the Corporation.
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It is understood and agreed by the Corporation and the Contractor that these Terms do not create a fiduciary relationship between them and that the Contractor is an independent contractor, that the Contractor is not an employee of the Corporation in any capacity. Neither the Corporation nor the Contractor shall have the right or obligation to bind the other in any manner whatsoever. The Contractor hereby agrees that it shall be responsible for paying any and all taxes associated with the Payment.
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Use of the Products

The Products include but are not limited to a technology platform that enables users of the Corporation’s mobile application (the “User”) to arrange and schedule transportation and/or logistical services with the Contractor. More specifically, the mobile application allows the Users to request that the Contractor either provides them transportation from one location to another or that the Contractor arrive at a location and drive the User, in the User’s vehicle, to another location (the “Service”). The Contractor may fulfill one of two roles when providing the Service to a User; the Contractor may be the one to drive the User, in the User’s vehicle, to the requested location (the “Driver”) or the Contractor may simply drive the Driver to the initial location where the User is waiting to be picked up and drop off the Driver (the “Chaser”). The Corporation does not provide any of the Services to the Users and all such Services are provided by the Contractor.
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In order to use the Products, the Contractor must register for and maintain a personal account with the Products (the “Account”). The Contractor agrees to ensure the personal information in the Account remains accurate and up to date at all times. The Contractor is responsible, in all capacities, for all activity that occurs under their Account. The Contractor agrees to maintain the security and secrecy of their Account username and password at all times. The Contractor may only have one Account.
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The Contractor is responsible for obtaining the data network required to use the Products as designed. The Contractor is solely responsible for all rates and fees associated with the data usage and any other rates or fees associated with using the Products. The Contractor is responsible for acquiring and updating compatible hardware of devices necessary to access and use the Products and Account as designed. The Corporation does not guarantee or represent that the Products will function on any particular hardware or devices. The Corporation shall not be responsible for any malfunctions and delays associated with the use of the internet, data network or any electronic communication technologies.

Payment

The contractor will be paid Bi-weekly with the pay periods being form 1-15th and 16th to end of the month. Pay dates will be the 5th and 20th of each month with a $5.99 processing fee charged every pay period.

Requirements of the Contractor
The Contractor represents and guarantees that:

they are at least eighteen (18) years of age, or the legal age of majority in their jurisdiction ;
they have a valid driver’s license that is not suspended and that allows them to legally drive in the jurisdiction in which they are providing the Services;
they have not been charged with a criminal offence;
they are not currently named as a defendant in any legal proceedings relating to physical or sexual misconduct
they shall not, in their capacity as either Drivers or Chasers, drive a vehicle that has any corporate logos or insignia including but not limited to taxi cabs, cleaning services vehicles, delivery vehicles, or mail carrier vehicles
should the Contractor be acting in capacity as a Chaser, that they have valid insurance and registration on the vehicle they will be driving while providing the Services;

Personal Information
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The Contractor hereby consents to the Corporation’s collection, use and/or disclosure of the Contractor’s personal information for any reasonable purpose related to or associated with the Contractor’s use of the Products. Nothing herein shall restrict or affect the Corporation’s ability to collective, use or disclosure the Contractor’s personal information without consent where otherwise authorized under the applicable personal information protection legislation.
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Limitation of Liability and Indemnity

The Products are provided to the Contractor on an “as is” basis. The Corporation specifically denies all representations and warranties, express, or implied, not expressly set out in these Terms, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. The Corporation makes no representation, warranty or guarantee regarding the reliability, timeliness, quality, suitability or availability of the Products. The Corporation does not guarantee the quality, suitability, safety or ability of the Products to allow the Services to be provided error or delay free. Any and all risks arising out of the Contractor’s use of the Products, is the sole responsibility of the Contractor to the maximum extent permitted under applicable law.

Under no circumstances, including but not limited to, negligence, shall the Corporation be liable for any direct, indirect, incidental, punitive or consequential damages, including but not limited to lost profits, personal injury, property damage, traffic tickets, driving sanctions, or parking tickets related to or in connection with, or otherwise resulting from any use of the Products or completion of the Services by the Contractor, regardless of whether the Corporation has been advised of the possibility of such damages.
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The use of Products and providing of the Services may involve risks, dangers and hazards to both person and property and the CONTRACTOR HEREBY ACCEPT AND ASSUME ALL SUCH RISKS, DANGERS AND HAZARDS, HOWSOEVER CAUSED. The Corporation shall not be responsible or liable for any losses resulting to the Contractor or the User or to any third party for any liabilities, obligations, claims, damages, penalties, and causes of actions, costs and expenses (“Claims”).
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Notwithstanding anything contained herein, the liability of the Corporation for any reason and upon any cause of action shall be limited to an amount equal to the total monies paid by the Corporation to the Contractor during this contractual relationship.
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The Contractor hereby covenant and agree to indemnify and save harmless the Corporation, and its officers, directors, employees, agents and representatives from and against any and all Claims, actions, suits, proceedings, costs, expenses, losses, damages and liabilities, including solicitors’ fees and disbursements on a solicitor and own client full-indemnity basis, arising out of, connected with or resulting from the use and operation of the Products and/or the Services provided by the Contractor, including, without limitation, the following:

Any injury, disability or death occasioned to or suffered by any person, including damage to any property arising from the use of the Products or the Services provided by the Contractor;
Any damage of any kind or nature whatsoever or howsoever arising to the Product, the User or the User’s property;
The failure by the Contractor to observe or perform any of its obligations pursuant to these Terms; and
Any Claim or proceeding made by any person with respect to the subject matter of these Terms

The Contractor shall fully indemnify the Corporation against all amounts paid or payable by the Corporation on behalf of the Contractor resulting from an assessment of the Corporation by the Canada Revenue Agency.
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Intellectual Property and Confidentiality

Subject to these Terms remaining binding on the Contractor, the Corporation grants the Contractor a non-exclusive, non-assignable, revocable license to access and use the Products on the Contractors personal device solely in connection with providing the Services. The Contractor shall also be permitted to use the Products to access and use any content, information and other materials that are made available through the Products in connection with providing the Services.

The Contractor expressly acknowledges and agrees that its use of the Products in no way transfer or deem any portion of the Product’s Intellectual Property rights or licenses unto the Contractor. The Contractor may not remove any copyright, trademark or other proprietary notices from any portion of the Product, may not reproduce, modify, prepare derivative works, distribute, license, sell, resell, transfer, publicly display, transmit, or otherwise exploit the Products except as expressly permitted by the Corporation in writing.
For further clarity, Intellectual Property includes; any trademarks associated with the Corporation such as the name, any operating names, any unique terms used within the Products, any logos used within the Product that are not owned by an third party, any marketing materials or designs incorporated into the Product or owned by the Corporation generally, any copyright materials such as code or source material for the Products, or any policies or instruction manuals prepared by the Corporation or for the Corporation.

The Contractor further acknowledges and agrees that proprietary information includes but is not limited to information related to the Corporation‘s policies, procedures, clients, employees, business plans, supply agreements and related associations, marketing and marketing plans, Intellectual Property, design, rates, trade secrets, training, distribution and research and development, financial condition and results, licensing, as well as plans, designs, maps, drawings, sketches, field notes, photographs, specifications, reports, improvements, inventions, and discoveries, as well as any other information which the Corporation may designate as confidential or which may be considered confidential absent such designation (collectively, “Confidential Information”). Confidential Information shall be subject to the conditions of non-disclosure and non-use as set out below, unless and until such time as, and to the extent that, the Confidential Information no longer qualifies as Confidential Information in accordance with the provisions hereof.

The Contractor covenants and agrees with the Corporation that the Contractor shall, at all times while bound by these Terms and thereafter:

Receive and hold all Confidential Information absolutely secret and in trust and confidence and to use his or her best efforts in the protection of the Confidential Information; and
Not make personal copies or representations of Confidential Information or use any Confidential Information for personal gain or the benefit of third parties or in connection with any purpose other than providing the Services.
The Contractor shall not disclose any Confidential Information to any person except:
(i) With prior written consent of the Corporation; or
(ii) If required by mandatory or governing law.
The Contractor shall not use Confidential Information for personal gain.
The Contractor further agrees to take all reasonable and necessary steps to enforce the provisions of this article and to take such action as is reasonably necessary to ensure that no employee, agent, contractor, associate, family member or other person discloses or permits the disclosure of any confidential information.

Amendments to the Terms
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Access and use of the Products by the Contractor shall be considered continuous agreement by the Contract to be contractually bound and to act in accordance with these Terms, Policies, and any amendments thereto. To the extent of any conflict between the Terms and any other agreements between the Corporation and the Contractor, the Terms contained herein shall prevail. The Corporation may, from time to time, implement or amend policies for specific Products (the “Policies”) and such Policies are deemed to be a part of these Terms and binding upon the Contractor. The Corporation may, from time to time, amend these Terms and such amendments shall take effect and be binding upon the Contractor from the date and time such amendments are made available to the Contractor through the Products.
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