Last Updated: 29th October 2018

RideCo TRANSPORTATION PROVIDER SERVICE AGREEMENT

RideCo Inc. (“RideCo”/“WE”/“US”/“OUR”/“COMPANY”) OPERATES THE WEBSITE, https://www.rideco.com/ (THE “WEBSITE”), THE RideCo RIDER MOBILE APPLICATION (THE “RIDER APP”) AND THE RideCo PARTNER MOBILE APPLICATION (THE “DRIVER APP”). THE TERMS AND CONDITIONS STATED HEREIN (“AGREEMENT”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU, AN INDEPENDENT PROVIDER OF RIDESHARE OR TRANSPORTATION SERVICES (“TRANSPORTATION PROVIDER”) AND RideCo. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A CORPORATION OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY RIGHT AND AUTHORITY TO BIND SUCH CORPORATION OR ENTITY TO THE TERMS OF THIS AGREEMENT, AND YOU ARE REQUIRED TO ENSURE THAT ANY EMPLOYEES OR CONTRACTORS WHO REGISTER TO BE TRANSPORTATION PROVIDERS THROUGH YOU ACCEPT THE TERMS OF THIS AGREEMENT. BY CLICKING “YES, I AGREE,” YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT.

1. The RideCo Service. The “RideCo Service” provides a software platform that allows registered users (“Riders”/”Customers”) to order and receive rides from independent third party providers of transportation and/or logistics services who have registered as transportation providers (“Transportation Providers”) on the software platform. You acknowledge that Rideco is not a transportation carrier and does not provide transportation or logistics services.
2. Registering as a Transportation Provider. In order to become a Transportation Provider, you will be required to register with RideCo and provide us with certain personal information (see further, our Privacy Policy).
3. RideCo Affiliates. The RideCo Service may be offered in partnership with other third parties (“RideCo Affiliates”) such as municipalities, not-for-profit organizations, and private corporations. For example, RideCo may enter into an agreement with a city to subsidize and/or promote the Service; or RideCo may license certain technologies in order to provide the Service. RideCo Affiliates shall be a beneficiary of sections 14 (Insurance), 20 (Limitation of Liability), 21 (Indemnification), 23 (Release), and 26 (Disputes) of this Agreement.
4. Your Vehicle. As a Transportation Provider, you must have lawful access to a vehicle. We do not provide vehicles, as we do not operate a transportation carrier business. In providing the transportation services, you must use a vehicle that complies with all applicable laws. Except as explicitly provided in this Agreement, you are solely responsible for all costs and expenses in connection with performing services under this Agreement, including, but not limited to, costs of fuel, fuel taxes, excise taxes, permits of all types, gross revenue taxes, road taxes, income taxes (if applicable), equipment use fees and taxes, licensing, insurance coverage and any other tax, fine or fee imposed or assessed against the equipment or you by any state, local, or national authority.

5. Driver ID.RideCo will provide Transportation Providers with identification and password keys (each, a “Driver ID”) to enable access to the RideCo Service. You must protect the security of each Driver ID. RideCo reserves the right, at all times and in RideCo’s sole discretion, to prohibit or otherwise restrict you or any of your personnel from accessing the RideCo Service for any reason or no reason.
6. Ride-Share Itineraries.The RideCo Service provides optimized ride-share itineraries which includes various pick-ups and drop-offs (“Ride-Share Itineraries”). Ride-Share Itineraries are dynamic and may be updated in real-time.
7. Performance of Transportation Services. In performing the transportation services, you are required to:
   1. Keep the Driver App turned on, GPS access enabled, connected to the internet, and in full screen mode for the entire duration of the Ride-share Itinerary, except if calling or sending a message to a customer or if looking up directions on a maps app;
   2. perform each pick-up and drop-off in a timely manner and in the sequence specified in the Driver App;
   3. notify customer of your arrival using the Driver App;
   4. wait for up to the time specified in the Driver App for a customer to show up at the requested pick-up location;
   5. provide safe, uninterrupted transport of customers to their respective destinations in accordance with the sequence specified in the Driver App;
   6. wait at the designated location during idle periods as specified in the Driver App;
   7. complete the Ride-Share Itinerary fully and diligently in a professional and competent manner and in accordance with: (a) this Agreement; (b) industry standards; and (c) any requirements of law, as applicable.
      
      Failure to comply with this paragraph shall constitute a material breach of this Agreement.
8. Use Restrictions. You shall not and shall not permit anyone to:
   1. modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Website, Driver App or RideCo Service or access the Website, Driver App or RideCo Service in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions;
   2. circumvent any user limits or other timing or use restrictions that are built into the RideCo Service or attempt to gain unauthorized access to parts of the RideCo Service which are not made available to you by RideCo including access to other users accounts;
   3. cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the RideCo Service or unduly burdening or hindering the operation and/or functionality of any aspect of the RideCo Service;
   4. attempt to gain unauthorized access to or impair any aspect of the RideCo Service or its related systems or networks;
   5. intercept, examine, or otherwise observe any proprietary communications protocol used by a client, a server, or the RideCo Service, whether through the use of a network analyzer, packet sniffer, or other device;
   6. resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit or make the RideCo Service (or any of its components) available to any third party without RideCo’s prior written consent; or
   7. use the RideCo Service for any unlawful purpose, including but not limited to: (1) sending spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (2) sending or storing infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that violates third-party privacy rights or may be harmful to minors.
9. Transportation Provider Representations and Warranties. You represent and warrant to RideCo that you currently possess a valid driver’s license and all licenses, permits, insurance (in accordance with Section 22 hereof) and other legal prerequisites necessary to perform the transportation services you are performing hereunder, and that you will continue to do so during the term of this Agreement. If you are entering into this Agreement on behalf of a corporation or entity, you represent and warrant that you will comply with all applicable employment and tax laws and regulations.

• Non-Exclusive Relationship.Each party to this Agreement shall have the right to enter into similar agreements with other parties.
• Non-Diversion and Non-Solicitation. You agree that you shall not during the term of this Agreement use your relationship with RideCo (or the information gained therefrom) to divert or attempt to divert any business from RideCo to a company that provides similar services. You further agree that during the term of this Agreement and for a period of six (6) months after, you shall not solicit or attempt to solicit any employees or contractors of RideCo.
• Transportation Provider Star Ratings.Customer will have the ability to rate Transportation Providers using a star rating system. We may use this system, in our sole discretion, to determine the highest quality Transportation Providers available when allocating Ride-Share Itineraries.
• Transportation Provider Personnel.You may engage employees or contractors to provide transportation services on your behalf, provided that in each case such employees or contractors accept the terms of this Agreement. Subject to the terms of this Agreement, you are solely responsible for direction and control of your employees and contractors and for setting their wages, hours and working conditions and managing grievances. You are solely responsible for paying all wages, benefits and expenses of your employees and contractors, and for all applicable tax withholdings, employment insurance and other applicable taxes and withholdings.
• Insurance. You are required to maintain appropriate personal vehicle insurance as required by law during the term of this Agreement. If you are a taxicab service, licensed limousine or livery service: (i) you are required to obtain and maintain appropriate vehicle insurance as required by law during the term of this Agreement, (ii) you acknowledge and agree that you will submit all insurance claims to such insurer; and (ii) you must ensure that your insurance policy provides you adequate coverage to enable you to perform the transportation services hereunder.
• You shall comply with all of your obligations under tax and social security laws to the extent applicable to this Agreement. You shall indemnify RideCo from all tax liabilities, duties, levies, claims and penalties that may be imposed on you or on RideCo as a result of you not complying with any of your tax obligations. RideCo is not authorized to withhold state or national income taxes, social security taxes, unemployment insurance taxes, or any other local, state or national tax on behalf of you or your employees, agents, or subcontractors. If mandated by a court of law with proper authority and jurisdiction, RideCo will comply with the terms of a garnishment order, as required by law.
• Intellectual Property.The Website, Driver App and RideCo Service and the information and materials that it contains, are the property of RideCo and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to the terms of this Agreement, RideCo grants you a non-transferable, non-exclusive, revocable, license to (a) use the Website and RideCo Service, and (b) download, install and use the Driver App on a mobile device that you own or control solely for your use (the “License”). The Driver App is licensed to you and not sold. Nothing in this Agreement gives you a right to use the RideCo names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent. RideCo may revoke this license at any time at its sole discretion.
• If you provide RideCo with any suggestions, comments or other feedback regarding the Website, Driver App or RideCo Service (“Feedback“), RideCo may use such Feedback in the Website, Driver App or RideCo Service or in any other RideCo products or services (collectively, “RideCo Offerings“). Accordingly, You agree that: (a) RideCo is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of You or any third party and You have all of the necessary rights to disclose the Feedback to RideCo, (c) RideCo (including all of its successors and assigns and any successors and assigns of any of the RideCo Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any RideCo Offerings, and (d) You are not entitled to receive any compensation or re-imbursement of any kind from RideCo.

• “Confidential Information” means any and all information disclosed by either party to the other party which is marked “confidential” or “proprietary” or similar designation, or which the recipient reasonably understands is regarded by the disclosing party as such, including oral information. “Confidential Information” does not include any information that the receiving party can demonstrate by its written records: (a) was known to it prior to its disclosure hereunder by the disclosing party without a prior obligation of confidentiality; (b) is or becomes known through no wrongful act of the receiving party; (c) has been rightfully received from a third party authorized to make such a disclosure; (d) is independently developed by the receiving party; (e) has been approved for release by the disclosing party’s prior written authorization; or (f) has been disclosed by court order or as otherwise required by law, provided that the party required to disclose the information provides prompt advance notice to enable the other party to seek a protective order or otherwise prevent such disclosure. Neither party shall use any Confidential Information of the other party except as necessary to exercise its rights or perform its obligations under this Agreement or as expressly authorized in writing by the other party. Each party shall use the same degree of care to protect the other party’s Confidential Information as it uses to protect its own confidential information of like nature, but in no circumstances less than reasonable care. Neither party shall disclose the other party’s Confidential Information to any person or entity other than its officers, employees, service partners, customers, consultants and legal advisors who need access to such Confidential Information in order to effect the intent of the Agreement and who have entered into written confidentiality agreements with it at least as restrictive as those in this Section. Upon any termination of this Agreement, the receiving party will promptly return to the disclosing party or destroy, at the disclosing party’s option, all of the disclosing party’s Confidential Information, subject to RideCo’s record retention policy and obligations. Each party acknowledges that due to the unique nature of the other party’s Confidential Information, the disclosing party may not have an adequate remedy in money or damages if any unauthorized use or disclosure of its Confidential Information occurs or is threatened. In addition to any other remedies that may be available at law, in equity or otherwise, the disclosing party shall be entitled to seek injunctive relief to prevent such unauthorized use or disclosure. Notwithstanding the foregoing provisions in this Section, the parties may disclose this Agreement: (i) as otherwise required by law or the rules of any stock exchange or over-the-counter trading system provided that reasonable measures are used to preserve the confidentiality of the Agreement; (ii) in confidence to legal counsel; (iii) in connection with the requirements of a public offering or securities filing provided reasonable measures are used to obtain confidential treatment for the proposed disclosure, to the extent such treatment is available; (iv) in connection with the enforcement of this Agreement or any rights under this Agreement, provided that reasonable measures are used to preserve the confidentiality of the Agreement; (v) in confidence, to auditors, accountants and their advisors; (vi) in confidence, in connection with a financing or potential financing or change of control or potential change of control of a party or an Affiliate of a party, provided that reasonable measures are used to preserve the confidentiality of the Agreement. For any legally compelled disclosure or disclosure pursuant to a court, regulatory, or securities filing, the parties shall reasonably cooperate to limit disclosure. Notwithstanding the foregoing provisions in this Section, your Confidential Information may be disclosed to any insurer of your vehicle and to any party that is directly involved in an insurance claims situation which involves or which the party reasonably believes involves the transportation of paying passengers.
• Privacy and Service Data.You agree to the terms of our Privacy Policy which describes our practices in handling personal information. The RideCo Service will automatically collect and collate information about each ride you accept using the RideCo Service including details of the pick-up and drop-off locations, the route taken, whether the ride is shared, your name, the customer(s)’ name(s), the price paid and the date and time of the ride. This information is collected and stored by RideCo as further described in our Privacy Policy.

• Limitation of Liability.
  1. RideCo disclaims any and all liability related to your interactions and/or transactions with customers. RideCo shall not be liable or responsible for any acts or omissions of any customers. By registering as a Transportation Provider, you assume all risks. We cannot guarantee the identity or safety of any customers. We have no obligation to participate in any disputes between you and any customers. You understand that by using the RideCo Service, you may be exposed to circumstances that may be unsafe, offensive or otherwise objectionable.
  2. You acknowledge that the Internet is not a secure medium and privacy cannot be assured. Internet data transmission, including without limitation personal information and payment information, is vulnerable to interception and forging. RideCo will not be responsible for any damages you or any third party may suffer as a result of the transmission of confidential information that you make available to us through the Internet, or that you expressly or implicitly authorize us to make, or for any errors or any changes made to any transmitted information.
  3. In no event shall RideCo be liable for damages of any kind, whether arising in contract (including breach of this Agreement), tort, negligence or under any other legal theory, arising out of or in connection with (i) your use, or inability to use or access the Website, Driver App or RideCo Service; including without limitation any direct, indirect, special, incidental, consequential, exemplary or punitive damages, including but not limited to loss of revenue, loss of profit, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, business interruptions, lost opportunities and whether caused by tort (including negligence and strict liability), breach of contract or otherwise, even if foreseeable. The foregoing does not affect any liability which cannot be excluded or limited under applicable law.
  4. To the extent permitted by law, RideCo is not responsible for: (i) the actions, inactions, errors, omissions, representations, warranties, breaches or negligence of any customer or for any personal injuries, death, property damage, or other damages of expenses resulting therefrom; (ii) the actions, inactions, errors, omissions, representations, warranties, breaches or negligence of Transportation Providers or for any damages or expenses resulting therefrom including without limitation any personal injury or property damage; (iii) indirect losses which means loss to you which is a side effect of the main loss or damage and where you and RideCo could not have reasonably anticipated that type of loss arising at the time of entering into this Agreement; (iv) failure to provide RideCo or to meet any of our obligations under this Agreement where such delay, cancellation or failure is due to events beyond our control (e.g., a network failure, internet delays, rerouting acts of any government or authority, acts of nature, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, weather, or road conditions and breakdowns); or (v) if for any reason, all or any part of the Website, Driver App or RideCo Service are unavailable at any time or for any period.
• You shall indemnify, defend, and hold RideCo (including its officers, directors, agents, and employees) harmless from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, and/or judgments (collectively “Claims”), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from RideCo by reason of any Claim arising out of or relating to: (a) bodily injury (including death) or damage to tangible personal or real property caused by any act, error or omission, or misconduct by You; (b) violation of any law or regulation by You (including, without limitation, any privacy or personal information protection law or regulation); or (c) breach of any warranties or material terms of this Agreement by You.

• Disclaimer of Warranties.The Website, Driver App and RideCo Service are provided ‘as is’ and RideCo makes no representation or warranty or gives any condition, either expressed, implied, statutory or otherwise, including any representation, warranty or condition that the Website, Driver App or RideCo Service, their contents or any features will be accurate, safe, reliable, timely, secure, error-free or uninterrupted, that defects will be corrected, that the Website, App or RideCo Service are free of viruses or other harmful components or that they will otherwise meet your needs, requirements or expectations. Any statutory warranties are disclaimed to the maximum extent permitted by law and you hereby waive the benefit of any statutory warranties to the maximum extent permitted by law. For greater certainty, RideCo will not be liable for any loss or damage caused by a distributed denial-of-service attack, virus, or other technologically harmful material that may infect your computer equipment, mobile device, computer programs, data, or other proprietary material due to your use of the Website, Driver App or RideCo Service. Your use of the Website, Driver App or RideCo Service is at your own risk.
• You agree to release RideCo and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “RideCo Parties”) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any disputes between you and any customer, and from any claims, demands any and all losses, damages, rights, claims, and actions of any kind including, without limitation, personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the RideCo Service.
• Relationship of Parties. The parties are independent contractors. Neither party shall be deemed to be an employee, agent, partner, joint venturer or legal representative of the other for any purpose and neither party shall have any right, power or authority to create any obligation or responsibility on behalf of the other.
• Term and Termination.RideCo reserves the right to terminate this Agreement at any time without notice for any reason or no reason at all. If you wish to terminate your use of the RideCo Service, you may do so by uninstalling the Driver App and providing us with notice pursuant to Section 27.

• By registering as a Transportation Provider, you waive your right to a jury trial and/or a class action. If any dispute or controversy arises between the parties relating to the interpretation or implementation of any of the provisions of this Agreement, including the provisions of this Section, such dispute or controversy shall be resolved by arbitration pursuant to the provisions of this Section. The arbitration shall conducted in accordance with the provisions of theArbitration Act, 1991, S.O.1991, c.17. It is further agreed that, subject to the limitations imposed by the Arbitration Act, 1991, such arbitration shall be a condition precedent to the commencement of any action at law other than actions seeking only equitable relief. The decision of the arbitrator shall be final and binding on the parties and no appeal shall lie therefrom. All arbitrations in respect to this Agreement shall be conducted by a single arbitrator in Waterloo, Ontario, Canada. The arbitrator shall be appointed as follows: a party desiring resolution of a dispute or controversy under this Agreement shall provide a notice of arbitration to the other party. Such notice of arbitration shall not be in any specific form, but shall contain a short summary of the dispute or controversy and the fact that the party providing the notice of arbitration desires arbitration. The arbitrator shall be appointed by the agreement of the parties. If after twenty (20) days from the sending of the notice of arbitration, the arbitrator has not been appointed by agreement of the parties, any party shall have the right to apply to a court of competent jurisdiction for the appointment of an arbitrator and all parties shall have the right to make submissions to such court. Subject to any limitations imposed by the arbitrator, all parties shall have the right to be present at the arbitration. Subject to the other provisions of this Section, the procedures to be followed shall be agreed by the parties or, in default of agreement, determined by the arbitrator. The arbitrator shall have the power to proceed with the arbitration and to deliver his or her award notwithstanding the default by any party in respect of any procedural order made by the arbitrator. Subject to a determination by the arbitrator, all notices and statements shall not be required to be in a specific form, but shall substantially comply with the requirements and intention of this Section. Subject to an award made by the arbitrator, all parties shall share the fees and expenses of the arbitrator equally. Any cause of action under this Agreement must commence by notice to the other party within one (1) year of the date of the incident that gave rise to such cause of action, otherwise, such cause of action is permanently barred.
• Notice. All notices provided to RideCo must be sent to RideCo via the “Contact Us” page on the RideCo website (www.rideco.com). RideCo shall send you notices at the email address you have provided to RideCo on registration.
• This Agreement and your license to use the Website, Driver App or RideCo Service shall not be assigned or transferred by you to anyone without consent of RideCo. No failure or delay by RideCo in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power or remedy. This Agreement is governed by the laws of the Province of Ontario, Canada and the courts of Ontario shall have exclusive jurisdiction to grant equitable relief pursuant to this Agreement. The parties are independent contractors. Neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect. This Agreement and our Privacy Policy constitutes the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement. Sections dealing with intellectual property, limitation of liability, disclaimers, indemnification and dispute resolutions shall survive any termination or expiration of this Agreement. You may not assign this Agreement. We may assign this Agreement without restriction.