Terms and Conditions...
Last updated: September 16, 2021
These Terms of Service constitute a legally binding agreement (the “Agreement”) between you and Y-Drive PTBO Inc, representatives, affiliates, officers and directors (collectively, “Y-Drive,” ”we,” “us,” or “our”) governing your use of the Y-Drive application, website, and technology platform (collectively, the “Y-Drive Platform”).
PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND Y-DRIVE CAN BE BROUGHT (SEE SECTION 17 BELOW). THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST Y-DRIVE TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. AS A DRIVER OR DRIVER APPLICANT, YOU HAVE AN OPPORTUNITY TO OPT OUT OF ARBITRATION WITH RESPECT TO CERTAIN CLAIMS AS PROVIDED IN SECTION 17.
By entering into this agreement, and/or by using or accessing the Y-Drive Platform you expressly acknowledge that you understand the Agreement (including the dispute resolution and arbitration provisions in Section 17) and accept all its terms.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE Y-DRIVE PLATFORM OR ANY OF THE SERVICES PROVIDED THROUGH THE Y-DRIVE PLATFORM.
1. The Y-Drive Platform
The Y-Drive Platform provides a marketplace where persons who seek transportation to certain destinations (“Riders”) can be matched with transportation options to such destinations. One option for Riders is to request a ride from ride share drivers who are driving to or through those destinations (“Drivers”). Drivers and Riders are collectively referred to herein as “Users,” and the driving services provided by “Drivers” to Riders shall be referred to herein as “Ride share Services.” As a User, you authorize Y-Drive to match you with a Driver or Rider based on factors such as your location, the estimated time to pickup, your destination, user preferences, and platform efficiency and to cancel an existing match and rematch based on the same considerations. Any decision by a User to offer or accept Ride share Services is a decision made in such User’s sole discretion. Each Ride share Service provided by a Driver to a Rider shall constitute a separate agreement between such persons.
2. Modification to the Agreement
Y-Drive reserves the right to modify the terms and conditions of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Y-Drive reserves the right to modify any information on pages referenced in the hyperlinks from the Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the Y-Drive Platform or Ride share Services after any such changes shall constitute your consent to such provisions herein, you agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration (if applicable)
The Y-Drive Platform may only be used by individuals who have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein. The Y-Drive Platform is not available to Users who have had their User account temporarily or permanently deactivated. You may not allow other persons to use your User account. To use the Y-Drive Platform, each User shall create a User account. Each person may only create one User account, and Y-Drive reserves the right to deactivate any additional or duplicate accounts.
By becoming a User, you represent and warrant that you are at least 18 years old.
As a rider, you understand that requests or use of Ride share Services may result in charges to you (“Charges”). Charges related to Designated Driver Services are addressed in the applicable Supplemental Agreement. Charges for Ride share Services include Fares and other applicable fees, toll, and taxes as set forth on our website (www.ydriveptbo.com), plus any tips to the Driver that you elect to pay. Y-Drive has the authority and reserves the right to determine and modify pricing by posting applicable pricing terms to the Y-Drive page or quoting you a price for a specific ride at the time you make a request (e.g., shared, economy, extra seats, luxury) as described on the Y-Drive page or price quote within the Y-Drive app and shall be responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts thereof.
Fares. There are two types of fares, variable and quoted.• Variable Fares: consist of a base charge and incremental charges based on the duration and distance of your ride. For particularly short rides, minimum fares may apply. Please note that we use GPS data from your Driver’s phone to calculate the distance traveled on your ride. We cannot guarantee the availability or accuracy of GPS data. If we lose signal, we will calculate time and distance using available data from your ride.
• Quoted Fares: in some cases, Y-Drive may quote you a Fare at the time of your request. The quote is subject to change until the ride request is confirmed. If during your ride you change your destination, make multiple stops, or attempt to abuse the Y-Drive Platform, we may cancel the fare quote and charge you a variable fare based on the time and distance of your ride. Y-Drive does not guarantee that the quoted price will be equal to a variable fare for the same ride. Quoted Fares may include Fees and Other Charges below, as applicable.
Fees and Other Charges.
• Service Fee: You may be charged a “Service Fee” for each ride as set forth on the applicable Y-Drive web page.
• Cancellation Fee: After requesting a ride you may cancel it through the app but note that in certain cases a cancellation fee may apply. You may also be charged if you fail to show up after requesting a ride. Please check out our Help Center to learn more about Y- Drive’s cancellation policy, including applicable fees.
• Damage Fee: If a driver reports that you have materially damaged the Driver’s vehicle, you agree to pay a “Damage Fee” of up to $250 depending on the extent of the damage (as determined by Y- Drive in its sole discretion), towards vehicle repair or cleaning. Y-Drive reserves the right (but is not obligated) to verify or otherwise require documentation of damages prior to processing the Damage Fee.
• Tolls: In some instances, tolls (or return tolls) may apply to your ride. Please see our Help Center and your market’s Y-Drive web page for more information about toll charges and a list of applicable tolls and return charges. We do not guarantee that the amount charged by Y-Drive will match the toll charged to the Driver, if any.
• Other Charges: Other fee and surcharges may apply to your ride, including actual or anticipated airport fees as determined by Y- Drive or its marketing partners. In addition, where required by law Y-Drive will collect applicable taxes.
• Tips: Following a ride, you may elect to tip your Driver in cash or through the Y-Drive application. You may also elect to set a default tip amount or percentage through the app; Any tips will be provided entirely to the applicable Driver. General.
• Facilitation of Charges: All charges are facilitated through a third-party payment processor (e.g., Stripe Inc.) Y-Drive may replace its third-party payment processor without notice to you. Charges shall only be made through the Y-Drive Platform. Apart from tips, cash payments are strictly prohibited. Your payment of Charges to Y- Drive satisfies your payment obligation for your use of the Y-Drive Platform and Ride share Services. Y-Drive may group multiple charges into a single aggregate transaction on your payment method based on the date(s) they were incurred. If you don’t recognize a transaction, then check your ride receipts and payment history.
• No Refunds: All Charges are non-refundable. This no-refund policy shall always apply regardless of your decision to terminate usage of the Y-Drive Platform, any disruption to the Y-Drive Platform or Ride share Services, or any other reason whatsoever.
• Coupons: You may receive coupons that you can apply toward payment of certain Charges upon completion of a Ride. Coupons are only valid for use on the Y-Drive Platform and are not transferable or redeemable for cash except as required by law. Coupons cannot be combined, and if the cost of your ride exceeds the applicable credit or discount value, we will charge your payment method on file for the outstanding cost of the Ride. For quoted variable fares, Y-Drive may deduct the amount attributable to the Service Fee, Tolls, or Other Charges before application of the coupon. Additional restrictions on coupons may apply as communicated to you in a relevant promotion or by clicking on the relevant coupon within the Promotions section of the Y-Drive App. • Credit Card Authorization: Upon addition of a new payment method or each ride request, Y-Drive may seek authorization of your selected payment method to verify the payment method, ensure the ride cost will be covered, and protect against unauthorized behavior. The authorization is not a charge; however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or prepaid card. We cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank. Check out our Help Center to learn more about our use of pre-authorized holds.
If you are a Driver, you will receive payment for your provision of Ride share Services pursuant to the terms of the Driver Addendum, which shall form part of the Agreement between you and Y-Drive.
6. Y-Drive Communications
By entering into this Agreement or using the Y-Drive Platform, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or pre-recorded messages may be generated by automatic telephone dialing systems. Communications from Y-Drive, its affiliated companies and/or Drivers, may include but are not limited to: operational communications concerning your User account or use of the Y-Drive Platform or Ride share Services, updates concerning new and existing features on the Y-Drive Platform, communications concerning promotions run by us or our third- party partners, and news concerning Y-Drive and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.
IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE Y-DRIVE PLATFORM OR RELATED SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM Y-DRIVE (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN TEXT THE WORD “STOP ALL” TO 613-707-6898 FROM THE MOBILE DEVICE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE Y-DRIVE PLATFORM OR RELATED SERVICES.
7. Your Information
8. Promotions, Referrals, and Loyalty Programs
Y-Drive, at its sole discretion, may make available promotions, referral programs and loyalty programs with different features to any User or prospective Users. These promotions and programs, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with Y-Drive. Y-Drive reserves the right to withhold or deduct credits or benefits obtained through a promotion or program in the event that Y- Drive determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion or program terms or the Agreement. Y-Drive reserves the right to terminate, discontinue or cancel any promotions or programs at any time and in its sole discretion without notice to you.
Currently, Y-Drive’s referral program (“Referral Program”) provides you with incentives to refer your friends and family to become new Users of the Y-Drive Platform in your country (the “Referral Program”). Your participation in the Referral Program is subject to this Agreement and the additional Referral Program rules.
9. Restricted Activities
With respect to your use of the Y-Drive Platform and your participation in the Ride share Services, you agree that you will not:
a. Impersonate any person or entity;
b. Stalk, threaten, or otherwise harass any person, or carry any weapons;
c. Violate any law, statute, rile, permit, ordinance or regulation;
d. Interfere with or disrupt the Y-Drive Platform or the servers or networks connected to the Y-Drive Platform;
e. Post information or interact on the Y-Drive Platform or Ride share Services in a manner which is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal;
f. Use the Y-Drive Platform in any way that infringes any third party’s rights, including: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
g. Post, email or otherwise transmit any malicious code, files, or programs designed to interrupt, damage, destroy or limit the functionality of the Y-Drive Platform or nay computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
h. Forge headers or otherwise manipulate identifiers in order todisguise the origin of any information transmitted through the Y- Drive Platform;
i. “frame” or “mirror” any part of the Y-Drive Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose;
j. Modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Y-Drive Platform;
k. Rent, lease, lend, sell, redistribute, license or sublicense the Y- Drive Platform or access to any portion of the Y-Drive Platform;
l. Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Y-Drive Platform or its contents;
m. Link directly or indirectly to any other web sites;
n. Transfer or sell your User account, password and/or identification, or any other User’s Information to any other party;
o. Discriminate against or harass anyone based on race, national origin, religion, gender, gender identity, physical or mental
disability, medical condition, marital status, age, or sexual orientation;
p. Violate any of the Referral Program rules if you participate in the Referral Program; or
q. Cause any third party to engage in the restricted activities above.
10. Driver Representations, Warranties and Agreements
By providing Ride share Services as a Driver on the Y-Drive Platform, you represent, warrant, and agree that:
a. You possess a valid driver’s license and are authorized and medically fit to operate a motor vehicle and have all appropriate licenses, approvals and authority to provide transportation to Riders in all jurisdictions in which you provide Ride share Services;
b. You own, or have the legal right to operate, the vehicle you use when providing Ride share Services; such vehicle is in good operating condition and meets the industry safety standards and all applicable statutory and provincial department of motor vehicle requirements for a vehicle of its kind; and any and all applicable safety recalls have been remedied per manufacturer instructions;
c. You will not engage in reckless behavior while driving, drive unsafely, operate a vehicle that is unsafe to drive, permit an unauthorized third party to accompany you in the vehicle while providing Ride share Services, Ride share provide Services as a Driver while under the influence of alcohol or drugs, or take action that harms or threatens to harm the safety of the Y-Drive community or third parties;
d. You will only provide Ride share Services using the vehicle that has been reported to, and approved by Y-Drive, and for which a photograph has been provided to Y-Drive, and you will not transport more passengers than can securely be seated in such vehicle (and no more than seven (7) passengers in any instance); e. You will not, while providing the Ride share Services, operate as a public or common carrier or taxi service, accept street hails, charge for rides (except as expressly provided in this Agreement), demand that a rider pay in cash, or use a credit card reader, such as a Square Reader, to accept payment or engage in any other activity in a manner that is inconsistent with your obligations under this Agreement;
f. You will not attempt to defraud Y-Drive or Riders on the Y-Drive Platform or in connection with your provision of Ride share Services. If we suspect that you have engaged in fraudulent activity, we may withhold applicable Fares or other payments for the ride(s) in question and take any other action against you available under the law;
g. You will not discriminate against Riders with disabilities and agree to review Y-Drive’s Anti-Discrimination Policies. You will make responsible accommodation as required by law and our Service Animal Policy and Wheelchair Policy for Riders who travel with their service animals or who use wheelchairs (or other mobility devices) that can be folded for safe and secure storage in the car’s trunk or backseat;
h. You agree that we may obtain information about you, including your criminal and driving records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement;
i. You have a valid policy of liability insurance (in coverage amounts consistent with all applicable legal requirements) that names or schedules you for the operation of the vehicle you use to provide Ride share Services;
j. You will pay all applicable federal, provincial and local taxes based on your provision of Ride share Services and any payments received by you.
11. Intellectual Property
All intellectual property rights in the Y-Drive Platform shall be owned by Y-Drive absolutely and in their entirety. These rights include database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Y-Drive Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of Y-Drive. Y-Drive shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of the Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
Y-Drive and other Y-Drive logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Y- Drive in Canada and/or other countries (collectively, the “Y-Drive Marks”). If you provide Ride share Services as a Driver, Y-Drive grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the Y-Drive Marks solely on the Y-Drive stickers/decals provided by Y-Drive directly to you in connection with providing the Ride share Services (“License”). The License is non- transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted here under without Y-Drive’s prior written permission, which it may withhold in its sole discretion. The Y-Drive logo (or any Y- Drive Marks) may not be used in any manner that is likely to cause confusion, including but not limited to: use of a Y-Drive Mark in a domain name or Y-Drive referral code, or use of a Y-Drive Mark as a social media handle or name, avatar, profile photo, icon, favicon, or banner. You may identify yourself as a Driver on the Y-Drive Platform, but may not misidentify yourself as Y-Drive, an employee of Y-Drive, or a representative of Y-Drive.
You acknowledge that Y-Drive is the owner and licencor of the Y-Drive Marks, including all goodwill associated therewith, and that your use of the Y-Drive logo (or any Y-Drive Marks) will confer no interest in or ownership of the Y-Drive Marks in you but rather inures the benefit of Y-Drive. You agree to use the Y-Drive logo strictly in accordance with Y- Drive’s Trademark Usage Guidelines, as may be provided to you and revised from time to time, and to immediately cease any use that Y-Drive determines to nonconforming or otherwise unacceptable.
You agree that you will not: (1) create any materials that use the Y-DriveMarks or any derivatives of the Y-Drive Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by Y- Drive in writing; (2) use the Y-Drive Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Y-Drive Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair Y-Drive’s rights as owner of the Y-Drive Marks or the legality and/or enforce-ability of the Y-Drive Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Y-Drive Marks, any derivative of the Y-Drive Marks, any combination of the Y-Drive Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Y-Drive Marks; (5) use the Y-Drive Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.
You agree you will not rent, lease, lend, sell, or otherwise redistribute the Y-Drive driver amp, or manufacture, produce, print, sell, distribute, purchase, or display counterfeit/inauthentic Y-Drive driver amps or other Y-Drive Marks or (including but not limited to signage, stickers, apparel, or decals) from any source other than directly from Y-Drive. Violation of any provision of this License may result in immediate termination of the License, in Y-Drive’s sole discretion, a take down request sent to the appropriate ISP, or social media platform, and/or a Uniform Domain- Name Dispute- Resolution Policy Proceeding (or equivalent proceeding). If you create any materials (physical or digital) bearing the Y-Drive Marks (in violation of this Agreement or otherwise), you agree that upon their creation Y-Drive exclusively owns all right, title and interest in and to such materials, including any modifications to the Y-Drive Marks or derivative works based on the Y-Drive Marks or Y-Drive copyrights. You further agree to assign any interest or right you may have in such materials to Y-Drive, and to provide information and execute any documents as reasonably requested by Y-Drive to enable Y-Drive to formalize such assignment.
Y-Drive respects the intellectual property of others and expects Users to do the same. If you believe, in good faith, that any materials on the Y- Drive Platform infringe upon your copyrights, please view our Copyright Policy for information on how to make a copyright complaint.
The following disclaimers are made on behalf of Y-Drive, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.
Y-Drive does not provide transportation services, and Y-Drive is not a transportation carrier. Y-Drive is not a common carrier or public carrier. It is up to the Driver to decide whether or not to offer a ride to a Rider contacted through the Y-Drive Platform, and it is up to the Rider to decide whether or not to accept a ride from any Driver contacted through the Y- Drive Platform. We cannot ensure that a Driver or Rider will complete an arranged transportation service. We have no control over the quality or safety of the transportation that occurs as a result of the Ride share Services.
The Y-Drive Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from us of the Y-Drive Platform and/or Ride share Services, including the ability to provide or receive Ride share Services at any given location or time. To the fullest extent permitted by law, we specifically disclaim any implied warranties of title, merchant ability, fitness for a particular purpose and non- infringement. Some Provinces do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. We do not warrant that your use of the Y-Drive Platform or Ride share Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in the Y-Drive Platform will be corrected, or that the Y-Drive Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Y-Drive Platform or Ride share Services.
We cannot guarantee that each Rider is who he or she claims to be. Use common sense when using the Y-Drive Platform and Ride share Services, including looking at the photos of the Driver or Rider you have matched with to make sure it is the same individual you see in person. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the Y- Drive Platform by persons under the age of 18 in violation of the Agreement. We encourage you to communicate directly with each potential Driver or Rider prior to engaging in an arranged transportation service.
Y-Drive is not responsible for the conduct, whether online or offline, of any User of the Y-Drive Platform or Ride share Services. You are solely responsible for your interactions with other Users. We do not procure insurance for, nor are we responsible form personal belongings left in the car by Drivers or Riders. By using the Y-Drive Platform and participating in the Ride share Services, you agree to accept such risks and agree that Y-Drive is not responsible for the acts or omissions of Users on the Y- Drive Platform or participating in the Ride share Services.
You are responsible for the use of your User account and Y-Drive expressly disclaims any liability arising from the unauthorized use of your User Account. Should you suspect any other breach of security, you agree to notify us immediately.
It is possible for others to obtain information about you that you provide, publish or post to or through the Y-Drive Platform (including any profile information you provide), send to other Users, or share during the Ride share Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users of the Y-Drive Platform or through the Ride share Services. Please carefully select the type of information that you post on the Y-Drive Platform or through the Ride share Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).
Opinions, advise, statements, offers, or other information or content concerning Y-Drive or made available through the Y-Drive Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the Y-Drive Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Y-Drive Platform and remove any such materials that in our sole opinion violates, or is alleged to violate, the law or this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others. Location data provided by the Y-Drive Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Y-Drive, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Y-Drive Platform. Any of your Information, including geo-locational data, you upload, provide, or post on the Y-Drive Platform may be accessible to Y- Drive and certain Users of the Y-Drive Platform. Y-Drive advises you to use the Y-Drive Platform with a data plan with unlimited or very high data usage limits, and Y-Drive shall not responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Y-Drive Platform.
This paragraph applies to any version of the Y-Drive Platform that you acquire from the Apple App Store. This Agreement is entered into between you and Y-Drive. Apple Inc. (“Apple”) is not a party to this Agreement and shall have no obligations with respect to the Y-Drive Platform. Y-Drive, not Apple, is solely responsible for the Y-Drive Platform and the content thereof as set forth here under. However, Apple and Apple’s subsidiaries are third party beneficiaries of the Agreement. Upon your acceptance of the Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof. This Agreement incorporates by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control.
You will defend, indemnify, and hold Y-Drive including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the Y-Drive Platform and participation in the Ride share Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, Drivers, Riders, other motorists, and pedestrians, as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the Y-Drive Platform or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other tights of any third party; (4) your ownership, use or operation of a motor vehicle or passenger vehicle, including your provision of Ride share Services as a Driver; and/or (5) any other activities in connection with the Ride share Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
14. Limitation of Liability
IN NO EVENT WILL Y-DRIVE, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SHAREHOLDERS (COLLECTIVELY “Y-DRIVE” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE Y-DRIVE PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE Y-DRIVE PLATFORM, THE RIDE SHARE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE Y-DRIVE PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION, BUT YOU AGREE THAT Y- DRIVE HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANYTRANSPORTATION, OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
15. Term and Termination
This Agreement is effective upon your creation of a User account. This Agreement may be terminated: (a) by User, without cause, upon seven (7) days’ prior written notice to Y-Drive; or (b) by either Party immediately, without notice, upon the other Party’s material breach of the Agreement, including but not limited to any breach of Section 9 or breach of section 10(a) through (i) of this Agreement. In addition, Y-Drive may terminate this Agreement or deactivate your User account immediately in the event: (1) you no longer qualify to provide Ride share Services or to operate the approved vehicle under applicable law, rule, permit, ordinance or regulation; (2) you fall below Y-Drive’s star rating or cancellation threshold; (3) Y-Drive has the good faith belief that such action is necessary to protect the safety of the Y-Drive community or third parties, provided that in the event of a deactivation pursuant to (1)- (3) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to Y-Drive’s reasonable satisfaction prior to Y-Drive permanently terminating the Agreement. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to Y-Drive’s satisfaction, this Agreement will not be permanently terminated. Sections 2,6,7 (with respect to the license), 11-12, 14-19, and21 shall survive any termination or expiration of the Agreement.
You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Y-Drive’s business, operations and properties, information about a User made available to you in connection with such User’s use of the Platform, which may include the User’s name, pick-up location, contact information and photo (“Confidential Information”) disclosed to you by Y-Drive for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties, and you agree not to store separate and outside of the Y-Drive Platform any User Information obtained from the Y-Drive Platform. As a Driver you understand that some Rider Information you receive may be protected by federal and/or provincial confidentiality laws. In the event that you know a Rider, you should not disclose to anyone the identity of the Rider or the location that you picked up or dropped off the Rider. You understand that any violation of the Agreement’s confidentiality provisions may violate confidentiality laws and could result in civil or criminal penalties against you. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Y-Drive in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Y-Drive with regard to any Confidential Information which you can prove: was in the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure; its disclosed with the prior written approval of Y-Drive; becomes known to you, without restriction, from a source other than Y-Drive without breach of this Agreement by you and otherwise not in violation of Y-Drive’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirements to Y-Drive to enable Y-Drive to seek a protective order or otherwise prevent or restrict such disclosure.
17. Relationship with Y-Drive
As a Driver on the Y-Drive Platform, you acknowledge and agree that you and Y-Drive are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Y-Drive expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and Y-Drive; and (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind Y-Drive, and you undertake not to hold yourself out as an employee, agent or authorized representative of Y-Drive.
Y-Drive does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Ride share Services, your acts or omissions, or your operation and maintenance of your vehicle. You retain the sole right to determine when, where, and for how long you will utilize the Y-Drive Platform. You retain the option to accept or to decline or ignore a Rider’s request for Ride share Services via Y-Drive Platform, or to cancel an accepted request for Ride share Services via the Y-Drive Platform, subject to Y-Drive’s then-current cancellation policies. With the exception of any signage required by law or permit/license rules or requirements, Y-Drive shall have no right to require you to: (a) display Y-Drive’s names, logos or colors on your vehicle(s); or (b) wear a uniform or any other clothing displaying Y-Drive’s names, logos or colors. You acknowledge and agree that you have complete discretion to provide Ride share Services or otherwise engage in other business or employment activities.
18. Other Services
In addition to connecting Riders with Drivers, the Y-Drive Platform may enable Users to provide or receive services from other third parties. For example, Users may be able to use the Y-Drive Platform to plan and reserve rides for an Airport Shuttle and Designated Driving Services (collectively, the “Other Services”). You understand and that the Other Services are subject to the terms and pricing of the third-party provider. If you choose to purchase Other Services through the Y-Drive Platform, you authorize Y-Drive to charge your payment method on file according to the pricing terms set by the third-party provider. Such Other Services may not be investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Other Services accessed through the Y-Drive Platform.
This Agreement shall be governed by the laws of the Province of Ontario without regard to choice of law principles. This choice of law provision is only intended to specify the use of Ontario law to interpret this Agreement and is not intended to create any other substantive right to non – Ontarians to assert claims under Ontario law whether by statute, common law, or otherwise. If any provision of this Agreement is or becomes invalid or non – binding, the parties shall remain bound by all other provisions of this Agreement. In that event, the parties shall replace the invalid or non – binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by Y-Drive, in our sole discretion by providing notice to you. Except as explicitly stated otherwise, any notices to Y-Drive shall be given by certified mail, postage prepaid and return receipt requested to Y-Drive Inc., 727 Lansdowne St W, Peterborough, ON. K9J 1Z2. Any notices to you shall be provided to you through the Y-Drive Platform or given to you via the email address or physical you provide to Y-Drive during the registration process. Headings are for reference purposes only and in no way define, limit, or construe or describe the scope or extent of such section. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s rights to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and Y-Drive with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.