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The terms and conditions stated herein (“Agreement”) constitute a legal agreement between you,an independent driver ('Driver' or 'You'), and nstaryde Inc. an Ontario corporation (“Instaryde”).Upon your execution of this Agreement, you and Instaryde shall be bound by the terms and
conditions set forth herein.
 
RECITALS
 
Instaryde through its mobile application ('Application') provides Driver's with a platform to connect with individuals ('Passengers') requiring transportation.
Instaryde does not provide transportation services, and is not a transportation carrier. Instaryde’s business is solely limited to providing Drivers with access, through its license of Instaryde's Application, to the lead generation service provided by the Application, for which Instaryde
charges a fee (“Service”).
 
You are an independent driver and you are authorized to conduct business in province of Manitoba or Ontario.
 
You own or lease the automobile that will provide your transportation services contemplated by this Agreement, which automobile complies with all applicable federal, provincial and local laws.
 
You desire to enter into this Agreement as a Driver for the purpose of receiving the Service from Instaryde.
 
In consideration of the above representations and the mutual covenants set forth below, and for other good and valuable consideration, Instaryde and You (collectively “Parties”) agree as follows:
 
TERMS
 
Request Process
 
Subject to the terms and conditions contained herein, this Agreement shall permit you to provide prospective Passengers with rides “Request”). Requests will be provided by the Application. Upon completion of a Request you may be paid a Service Fee (described below). Each Request
that you accept shall constitute a separate contractual agreement.
 
If you indicate to Instaryde that you are available to accept a Request you shall fully comply with the provisions of this Agreement.You shall be entitled to accept, reject, and select among the Requests received via the Service.
 
You shall have no obligation to Instaryde to accept any Request. Following acceptance of a Request, however, you must perform the Request in accordance with the Passenger’s specifications. Failure to provide promised services on an accepted Request shall constitute a
material breach of this Agreement, and may subject you to damages.
 
Nothing in this Agreement shall be construed as a guarantee that you shall be offered any particular number of Requests during any particular time period.
 
Driver Services
 
You agree to fully perform all accepted Requests in accordance with the requirements of the Passenger. In addition you shall also ensure that you:
 
i: notify the Passenger that you have arrived using the Application;
 
ii: wait at least 5 minutes for a Passenger to show up at the requested pick-up location;
 
iii: provide safe, direct, and uninterrupted transport of the Passenger directly to the specified destination, as directed by Passenger;
 
iv: timely submission of all necessary documentation and information required by Instaryde;
 
v. shall not transport anyone other than the Passenger or their authorized invitees
 
Failure to comply with any of these requirements shall constitute a material breach of this Agreement.
 
You represent that you are an independent contractor engaged in the independent business of providing the transportation services described in this Agreement and further represent that, as of the date of execution of this Agreement, you currently possess a valid driver’s license and all
licenses, permits and other legal prerequisites necessary to perform the transportation services, as required by the provinces and /or municipalities in which you operate. To ensure your compliance with all legal requirements, you must provide written copies of all such licenses,
permits, and other legal prerequisites prior to the date of execution of this Agreement.Thereafter, you must submit to Instaryde current copies of such licenses, permits, etc., as they are renewed. To ensure all such permits and licenses remain current, Instaryde shall, upon request,
be entitled to review such licenses and permits from time to time. Failure to maintain current licenses, permits or other legal prerequisites, or failure to comply with any other provision of this paragraph, shall constitute a material breach of this Agreement.
 
In signing this Agreement, you certify that the personnel and equipment you use in performing services pursuant to this Agreement meet all industry and regulatory standards and qualifications.
 
You shall not retain subcontractors to perform any Services for you. Each additional party using your automobile shall sign a separate Driver Agreement.
 
Instaryde neither has nor reserves the right to restrict you from performing other transportation services for any, business or individual, or from being engaged in any other occupation or business. However, during the time you are actively signed into the Application, you shall
perform transportation services only for Requests received by you via the Application. Additionally, during the time you are actively signed into the Application, you shall not display on your vehicle any removable insignia provided by third-party transportation service providers,
other Request generation providers, or similar unless required by law. You understand that you shall not during the term of this Agreement use your relationship with the Instaryde (or the information gained therefrom) to divert or attempt to divert any business from Instaryde to a
third party that provides services in competition with Instaryde.
 
You agree to faithfully and diligently devote your best efforts, skills and abilities to comply with the job parameters and Passenger specifications relating to any Requests accepted by you.
 
Automobile
 
You agree that you shall maintain a vehicle that is a model approved by Instaryde. Any such automobile shall be in good operating condition and no older than 10 years unless there are specific vehicle age requirements required by law of the city where Instaryde is operating. Prior
to execution of this Agreement, you shall provide to Instaryde a description of each vehicle and a copy of the vehicle registration for each vehicle(s) you intend to use to provide service under this Agreement and inform us of any changes prior to using replacement automobiles. Any
intentional misrepresentation regarding the nature or condition of your automobile shall be deemed a material breach of this Agreement.
 
You are responsible for all costs and expenses to operate your automobile and incidental to performing services under the Agreement.
 
Service Fees
 
In exchange for accepting and fully performing on a Request, you shall be paid the fare (including tip) received from the Passenger ('Service Fee') less Instaryde's portion of the proceeds. Instaryde will calculate the Passenger Fee when the trip has been completed. Instaryde
will also charge the Passenger an additional fee which shall not form part of the Service Fee. Instaryde will receive a portion of the Service Fee received and the additional fee for providingaccess to the Application and the lead generation service. Instaryde's portion of the fare will
depend on city of operations and are subject to change with notice.
 
Instaryde shall electronically remit payment of Service Fees to you consistent with Company’s payment practices for Transportation Providers, as set forth in the Service Fee Schedule.
 
Driver Reviews
 
Drivers shall be subject to a Passenger review process to provide Instaryde with feedback on Driver performance. Instaryde uses the rating system to determine the highest quality Drivers available when forwarding the Requests. Drivers with low ratings may be limited in their right to
accept Requests.
 
Insurance
 
As an express condition of doing business with Instaryde Inc., and at your sole expense, you agree to maintain, during the life of this Agreement, current automobile insurance in the form required by provincial regulations. While active and logged into the Instaryde application, the following coverage prevails:
 
For Manitoba:
 
You acknowledge that it is your responsibility, prior to your commencement of the transportation service, to inform your insurer of the transportation service you provide. If you have any questions or concerns about the scope or applicability of your insurance coverage, it is your
responsibility, not Instaryde’s, to resolve them. You acknowledge that failure to secure or maintain satisfactory insurance coverage shall be deemed a material breach of this Agreement and shall result in the immediate suspension of the Agreement and the loss of your right to
receive Requests under this Agreement.
 
You agree to provide proof of such insurance coverage by delivering to Instaryde, before your equipment performs services under this Agreement, current certificates of insurance. To ensure public safety, you further agree to provide updated certificates each time you purchase renew or alter your insurance coverage. Furthermore, you must provide Instaryde with written notice at least thirty (30) days prior to cancellation of any insurance policy by Instaryde. Instaryde shall have no right to control your selection or maintenance of your policy.
 
For Ontario:
 
You acknowledge the above applies along with the following coverage laid out below while you’re logged in as a driver on the InstaRyde application: 
 
Legal Liability $1,000,000 Per Occurrence – PRE-ACCEPTANCE PERIOD $2,000,000 Per Occurrence – POST ACCEPTANCE PERIOD (from ride acceptance to drop off)
 
Included Accident Benefits - Statutory Standard Minimum Benefits Included Direct Compensation Property Damage – a deductible of $500 may apply.
 
Included Uninsured Motorist Coverage Included OPCF 44 – Family Protection Endorsement Included All Perils, Collision, Comprehensive, Specified Perils, OCPF 20 - Loss of Use It is a condition, precedent to coverage under this policy, that the same coverage be in force at the time of loss on the Rideshare Vehicle Owner’s OAP 1 or OAP 4 insuring the automobile. Note: Coverage applies to Personal Vehicles only. Vehicles already insured as a Taxi or Limousine are not included under this insurance program as they are covered under their own commercial
insurance policy.
 
Insurer: Northbridge General Insurance Corporation
 
Taxes
 
You shall comply with all of your obligations under tax and laws to the extent applicable to this Agreement. You shall indemnify Instaryde from all tax liabilities, duties, levies, claims and penalties that may be imposed on you or on Instaryde as a result of you not complying with any
of your tax obligations. 
 
Equipment Lease
 
Contemporaneously with the execution and delivery of this Agreement, and subject to the terms of service, Instaryde may offer you the right to use a mobile telephone “smartphone” provided by Instaryde, which is and will remain the property of Instaryde (the “Device”). Instaryde shall
deliver the Device in good working order to the Driver. The Device will have the Application loaded on it. Instaryde will provide normal maintenance of the Device; however, such maintenance will not include repairs and servicing required as a result of damage (including,
without limitation, water damage) to the Device, whether caused by accident, negligence,misuse, or breach of this Agreement. All repairs and servicing required as a result of any accident, negligence, misuse or breach of this Agreement will be at the Driver’s sole cost and
expense, and will be performed at a service center designated in writing by Instaryde as a duly authorized service center. You also assume all risks for any and all loss or damage tothe Device, including without limitation, loss or damage caused by fire, theft, collision or water, whether or not such loss or damage is caused by the Driver’s negligence.
 
Legally Mandated Drug and Alcohol Testing
 
You agree to comply with all federal, provincial and local laws regulating drug and alcohol use and testing. Failure to satisfy all such requirements shall constitute a material breach of this of this Agreement. You acknowledge that personnel who test positive for drugs and/or alcohol may not thereafter operate equipment under this Agreement until first satisfying all requirements of federal, provincial and local law.
 
In order to access the application you will create a login and a password. It is your responsibility to protect this information. If you lose it you are to notify us. We have the right in our sole discretion to restrict or suspend access to our Application.
 
You agree to be subject to such additional screening processes that Instaryde may require.
 
Confidentiality
 
Any information we provide to you regarding: (1) the Service, and related methods, processes and technology; (2) pricing, pricing methods and billing practices; (3) marketing and financial plans; (4) letters, memoranda, agreements, and other internal documents; and (5) financial or
other information regarding the Instaryde or its Passengers that has not been disclosed to the public shall be deemed to be our confidential information. Except upon order of government authority having jurisdiction, You covenant and agree that they will not disclose to third parties
or use for their own benefit or the benefit of any third party any confidential information.
 
You represent you have not disclosed and agree to maintain in confidence the contents and terms of this Agreement, unless any such information is otherwise publicly available or its disclosure is mandated by law. You agree to take every reasonable precaution to prevent disclosure of the contents and terms of this Agreement, including by your personnel, to third parties, and agree that there will be no publicity, directly, or indirectly, concerning any terms and conditions contained herein. You agree to disclose the terms and conditions of the Agreement only to those legal representatives, accountants, governmental entities, and family members who have a need to know of such information and then only to the extent absolutely necessary. In the event you must disclose certain terms and conditions of the Agreement to the necessary third parties identified, you agree to inform Instaryde of the nature and extent of the disclosure and further agree to inform the necessary third parties of this confidentiality provision and take every precaution to ensure those parties do not disclose the terms and conditions of the Agreement themselves.
 
This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service or Application, or any intellectual property rights owned or licensed by Instaryde.Instaryde name, Instaryde logo, and the product names associated with the Service and
Application are trademarks of Instaryde or third parties, and no right or license is granted to use them.
 
Indemnification
 
By entering into this Agreement, you agree to defend, indemnify, protect and hold harmless Instaryde, its licensors and each such party’s parent organizations, subsidiaries, affiliates,officers, directors, member, employees, legal representatives and agents, from any and all claims,
demands, damages, suits, losses, liabilities, expenses (including legal fees and costs), and causes of action arising directly or indirectly from out of or in connection with (a) your actions (or omission) arising from the performance of services under this Agreement, including personal
injury or death to any person (including you and/or your employees); (b) liability for civil and/or criminal conduct (e.g., assault, battery, fraud); (c) any liability arising from your failure to comply with the terms of this Agreement; and (d) your use (or misuse) of the Application or Service.
 
Damage or Injury Claim
 
You agree to notify Instaryde of any damage or injury as soon as practicable after the damage or injury occurs. You understand that insurance may or may not provide coverage for damage or injury, or it may provide coverage for some, but not all, damage or injury.
 
You agree to fully cooperate with the Passenger and/or Instaryde to resolve injury or damage claims as quickly as possible.
 
Relationship of Parties
 
The Parties mutually understand and agree that Driver is and at all times shall remain an independent contractor in performing its duties under this Agreement. As an independent contractor, you recognize that you are not entitled to unemployment benefits following
termination of the Parties’ relationship.
 
Termination of Agreement
 
This Agreement shall remain in effect until terminated as follows:
 
i. At any time upon mutual written consent of the Parties hereto.
 
ii. If one party has materially breached the Agreement, upon seven (7) days’ written notice to the breaching party, with such notice specifying the breach relied upon.
 
iii. By either party without cause upon the thirty (30) days’ prior written notice to the other party,with the date of mailing commencing the thirty (30) day period.
 
iv. The Agreement shall be automatically terminated for inactivity of more than 90 days, with the date of termination being the 90th day following the date of the last Requests accepted and performed by you.
 
The following acts or occurrences shall constitute a material breach of this Agreement:
 
i. You failure to maintain current insurance coverage in the amounts and types required herein.
 
ii. Failure by Instaryde to remit to you all Service Fees due and owing within 30 days of the date the amount became due.
 
iii. Your refusal to reimburse a Passenger or Instaryde for any damage or injury caused by you.
 
iv. Refusal by Instaryde to provide documentation Requested by you reasonably relating to a damage or injury claim arising under this Agreement.
 
v. Your refusal to fully complete Requests after acceptance without waiver by the Passenger or
Instaryde.
vi. Failure by either party to maintain all licenses and permits required by law and/or this Agreement.
 
vii. Your loss of license and/or full driving privileges, or your use of a driver who is not fully and properly licensed and approved by Instaryde to perform the job offered through the Service.
 
x. Intentional misrepresentations by you to a Passenger or Instaryde, including taking an indirect route to the Passenger’s specified destination.
 
xi. Violation of the Confidentiality provision of the Agreement.
 
xii. Documented complaint by a Passenger that you engaged in conduct that a reasonable person would find physically threatening, highly offensive or harassing.
 
Governing Law and Jurisdiction
 
Save as set out otherwise in this Agreement, this Agreement shall be exclusively governed by and construed in accordance with the laws of the Province of Ontario.
 
Notice
 
Instaryde may give notice by means of a general notice to you through the Application,electronic mail to your email address on record in Instaryde’s account information, or by written communication sent by first class mail or pre-paid post to your principal place of business on
record in Instaryde’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or through the Application).
 
You may give notice to Instaryde (such notice shall be deemed given when received by the Instaryde) at any time by any of the following: (a) letter set by email to info@Instaryde.com; or (b) letter delivered by nationally recognized overnight delivery services or first class postage
prepaid mail to the Instaryde at the following address: Instaryde 425 Alness Street, Toronto, Ontario M3J2T8 addressed to the attention of the General Counsel.
 
Assignment
 
You may not assign this Agreement without the prior written approval of Instaryde. Any purported assignment in violation of this section shall be void. Instaryde shall have the right, without your consent and in its sole discretion, to assign the Agreement or all or any of its obligations and rights hereunder provided that the assignee of Instaryde’s obligations under such assignment is, in Instaryde’s reasonable judgment, able to perform Instaryde’s obligations under this Agreement. Upon such assignment, Instaryde shall have no further liability to the Driver for the obligations assigned.
 
General
 
Except as otherwise explicitly set forth in this agreement, if any provision of the Agreement is held to be invalid or unenforceable, such provision shall be stricken and the remaining provisions shall be enforced to the fullest extent under law. The failure of Instaryde to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Instaryde in writing. This Agreement comprises the entire agreement between you and Instaryde with respect to the subject matter contemplated hereby and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the Parties regarding the subject matter contained herein.
 
By pressing 'I Accept' you expressly acknowledge and agree to be bound by the terms and conditions of the Agreement, and further acknowledge that you are legally competent to enter into this Agreement with Instaryde.