Terms and Conditions.. 

Last updated: September 9, 2019
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)

 

3. Eligibility
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.

 

4. Charges
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.

 

5. Payments
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
Your Information is any information you provide, publish or post to or
through the Y-Drive Platform (including any profile information you
provide) or send to other Users (including via in-application feedback,
any email feature, or through any Y-Drive-related Facebook, Twitter or
other social media posting)(your “information”). You consent to us using
your Information to create a User account that will allow you to use the
Y-Drive Platform and participate in the Ride share Services. Our collection
and use of personal information in connection with the Y-Drive Platform
and Ride share Services is as provided in Y-Drive’s Privacy Policy located
at www.ydriveptbo.com/privacy. You are solely responsible for your
Information and your interactions with other members of the public, and
we act only as a passive conduit for your online posting of your
Information. You agree to provide and maintain accurate, current and
complete information and that we and other members of the public may

rely on your Information as accurate, current and complete. To enable Y-
Drive to use your Information for the purposes described in the Privacy

Policy and this Agreement, you grant to us a non-exclusive, worldwide,
perpetual, irrevocable, royalty-free, transferable, sublicensable (through
multiple tiers) right and license to exercise the copyright, publicity, and
database rights you have in your Information, and to use, copy, perform,

display and distribute such Information to prepare derivative works, or
incorporate into other works, such Information, in any media now known
or not currently known. Y-Drive does not assert any ownership over your
Information; rather, as between you and Y-Drive, subject to the rights
granted to us in this Agreement, you retain full ownership of all of your
Information and any intellectual property rights or other proprietary
rights associated with 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 to

disguise 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-Drive
Marks 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.

 

12. Disclaimers

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.
As a Driver, you may be able to use “Y-Drive Nav Built by Google” while
providing Ride share Services on the Platform. Riders and Drivers may

also use Google Maps while using the App. In either case, you agree that
Google may collect your location data when the Y-Drive App is running in
order to provide and improve Google’s services, that such data may also
be shared with Y-Drive in order to improve its operations, and that
Google’s terms and privacy policy will apply to this usage.

 

13. Indemnity
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 ANY

TRANSPORTATION, 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, and
21 shall survive any termination or expiration of the Agreement.

 

16. Confidentiality
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.

 

19. General

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.

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