Driver Contractor Service Agreement

Last Updated: February 7th, 2021

Effective Date: February 5th, 2019

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TASTEPORT INDEPENDENT DRIVER CONTRACTOR SERVICES AGREEMENT

Last Updated February 5th, 2019

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This services agreement that may be updated or modified from time to time (“Agreement”) constitutes a legal and binding agreement entered into by and between the undersigned, an independent contractor engaged in the business of performing delivery services (“Contractor” or “you”), and Tasteport Inc. a corporation with its registered address at 8500 Leslie Street, Suite 101, Markham, Ontario, L3T 7M8 (“Tasteport” , “we,” or “us”). This Agreement will become effective on the date it is accepted regardless of whether you are eligible to, or ever do, perform any Contracted Services (as defined in Article 5).

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IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY BEFORE SIGNING UP TO USE THE TASTEPORT PLATFORM (AS DEFINED IN ARTICLE 2). IN SPECIFIC, PLEASE REVIEW THE MUTUAL ARBITRATION PROVISION IN ARTICLE 13, AS IT REQUIRES THE PARTIES  TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, THROUGH MEDIATION OR FINAL AND BINDING ARBITRATION. BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS, INCLUDING ARTICLE 13, AND HAVE TAKEN THE TIME AND SOUGHT ANY ASSISTANCE NEEDED TO COMPREHEND THE CONSEQUENCES OF ACCEPTING THIS AGREEMENT. IN ORDER TO USE THE TASTEPORT PLATFORM, YOU MUST AGREE TO THE TERMS AND CONDITIONS THAT ARE SET FORTH IN THIS AGREEMENT.

YOU AGREE TO HAVE THIS AGREEMENT AND ANY RELATED INFORMATION MADE AVAILABLE TO YOU, AND TO OTHERWISE HAVE COMMUNICATIONS BETWEEN YOU AND US OCCUR, ELECTRONICALLY. UPON YOUR EXECUTION (ELECTRONIC OR OTHERWISE) OF THIS AGREEMENT, YOU SHALL BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN. BY USING THE TASTEPORT PLATFORM, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY (INCLUDING OTHER USERS OF THE TASTEPORT PLATFORM) THAT MAY POSE HARM OR RISK TO YOU OR OTHER THIRD PARTIES. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE TASTEPORT PLATFORM. NOTWITHSTANDING TASTEPORT’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF YOU FOR THE PURPOSE OF ACCEPTING PAYMENT FROM USERS (AS DEFINED BELOW) ON YOUR BEHALF, TASTEPORT AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY USER OR OTHER THIRD PARTY.

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Article 1: Purpose of Agreement

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1. This Agreement creates a legal and direct business relationship between Tasteport and you, and as such governs the relationship between the Parties, by establishing the Parties' respective rights and obligations. Tasteport does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement, including in connection with your provision of Contracted Services, your acts or omissions, or your operation and maintenance of your vehicle.

2. In exchange for the promises contained in this Agreement, the Contractor shall have the right to receive Delivery Opportunities (as defined in Article 5) and upon the acceptance of any such Delivery Opportunities, the obligation to perform the Contracted Services. 

3. You retain the sole right to determine when and for how long you will utilize the Tasteport Platform and nothing in this Agreement requires the Contractor to accept any number of Delivery Opportunities or to perform any particular frequency or volume of Contracted Services during the term of this Agreement, and nothing in this Agreement shall guarantee the Contractor any particular frequency or volume of Delivery Opportunities for any particular time period.

4. The Contractor shall have no obligation to accept or perform any particular number of Delivery Opportunities provided by the Tasteport Platform, however, once a Delivery Opportunity is accepted by the Contractor, the Contractor shall be contractually bound to complete the Contracted Services in accordance with all User specifications and the terms laid out in this Agreement.

5. For clarity, youunderstand that you retain the complete right to: (i) use other software platforms and services in addition to the Tasteport Platform; and (ii)        engage in any other forms of occupation or business.

6. The Parties intend for this Agreement to create the relationship of principal and independent contractor and not that of employer and employee. The Parties are not employees, agents, joint venturers, or partners of each other for any purpose. Neither party shall have the right to bind the other by contract or otherwise, except as specifically provided in this Agreement.

7. The parties acknowledge and agree that those provisions of the Agreement reserving ultimate authority in Tasteport have been inserted for the safety of Users or to achieve compliance with federal, provincial, or local laws, regulations, and interpretations thereof.

8. You undertake not to hold yourself out as an employee, agent or authorized representative of Tasteport or its affiliates. As such, you agree that you will not, at any time, misrepresent any Tasteport services or intentionally act in any manner that is detrimental to the “Tasteport” brand or relations between Tasteport and its clients, suppliers, employees or others, or to the business or reputation of Tasteport generally.  

Article 2: Terms of Use, Privacy and Updates

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1. If you do not agree to abide by this Agreement, you cannot use the Tasteport Platform as a third party delivery services provider. 

2. We have the right, in our sole discretion, to add, remove, modify or otherwise change any part of this Agreement, in whole or in part, at any time. If we exercise this right, the “Last Update” notice at the top of this document shall be amended to reflect the last date of such changes. Changes to this Agreement will be effective as of the date such changes are communicated to you. Changes will be communicated to you via the driver portal on the Tasteport Platform. Each amendment will be uploaded to the Tasteport Platform for your review. If any change to this Agreement is not acceptable to you, you must discontinue your use of the Tasteport Platform immediately. Your continued use of this Tasteport Platform after any such changes are communicated to you will constitute acceptance of those changes. It is your duty to ensure that you read, review and ensure that you understand all amendments communicated to you by Tasteport. This Agreement applies exclusively to your use of the Tasteport Platform as a third party delivery services provider and does not alter the terms or conditions of any other agreement you may have with us.

3. We may, at any time without notice or liability, in our sole discretion and for any reason whatsoever, terminate, change, suspend or discontinue any aspect of the Tasteport Platform, including: (i) changing the availability of, restricting or terminating your access to, or imposing limits on any or all features or services on, or links to, the Tasteport Platform; (ii) removing, adding, modifying or otherwise changing any fees or charges arising out of the use of the Tasteport Platform or any features of the Tasteport Platform; and (iii) removing, adding, modifying or otherwise changing any content on the Tasteport Platform. We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Tasteport Platform at any time without notice, but confirm that we have no duty to do so.

4. You represent and warrant that you have had reasonable opportunity to and have reviewed and understand Tasteport's Deliverer Terms of Use available at [tasteport.com/terms] (“Terms”), and as such agree to accept and at all times abide by the Terms. 

5. You represent and warrant that you have had reasonable opportunity to and have reviewed and understand Tasteport's Deliverer privacy protocols by signing the Tasteport Driver Registration Form and the Driver Privacy and Use of Information Consent form, and as such agreeto abide by and consent to the procedures set out in the Driver Registration Form and the Driver Privacy and Use of Information Consent form .

6. For the purposes of this Agreement, “Territory” means the jurisdiction and municipal area in which you operate your vehicle pursuant to any Contracted Services. 

Article 3: Roles of Tasteport, Contractor, and Users 

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1. Tasteport is an online marketplace that utilizes mobile technology to connect grocery stores and/or other businesses, contractors, and shoppers (the “Tasteport Platform”). The Tasteport Platform permits registered users (“Users”) to place orders for groceries, food and/or other goods from various grocery stores and businesses. Once such orders are placed by Users, the Tasteport Platform provides lead generation to independent third party providers of delivery services and notifies such independent providers that a delivery opportunity is available.You acknowledge and agree that Tasteport is a technology services provider that does not provide food delivery services, is not a grocery store, and is not a food preparation business. 

2. The Contractor is an independent third party provider of delivery services, authorized to conduct the delivery services contemplated by this Agreement in the geographic location(s) in which the Contractor operates. The Contractor possesses the vehicle and all equipment necessary to perform the delivery services contemplated by this Agreement in accordance with applicable laws. The Contractor desires to enter into this Agreement for the right to receive lead generation notifications made available through Tasteport’s Platform. The Contractor understands and expressly agrees that the Contractor is not an employee of Tasteport or any grocery store, other business or Users and that the Contractor is providing delivery services on behalf of the Contactor and Contactor’s business, not on behalf of Tasteport. The Contractor understands (i) Contractor is free to accept or reject the opportunities transmitted through the Tasteport Platform by Users; and can make decisions to maximize Contractor’s opportunity to profit; (ii) Contractor is free to select those times Contractor wishes to be available on the Tasteport Platform to receive lead generation notifications; and (iii)  Contractor has the sole right to control the means of how deliveries are completed and the manner in which those services are performed. 

3. You acknowledge andagree that your provision of Contracted Services to Users creates a legal and direct business relationship between you and the User, to which Tasteport is not a party. Tasteport is not responsible or liable for the actions or inactions of a User in relation to you, your activities or your property. You shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from your provision of Contracted Services. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) regarding any acts or omissions of a User or third party. You acknowledge and agree that Tasteport may release your contact and/or insurance information to a User or law enforcement/government authority upon such party’s reasonable request. You acknowledge and agree that all User’s goods and or products accepted by you pursuant to a Delivery Opportunity should be transported directly to their specified destination, as directed by the applicable User.

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Article 4: Contractor Operations & Conduct

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1. The Contractor represents and warrants that Contractor operates an independently established enterprise that provides delivery services, and that Contractor satisfies all legal requirements necessary to perform the services contemplated by this Agreement. As an independent contractor, the Contractor shall be solely responsible for determining how to operate Contractor’s business and how to perform the Contracted Services.

2. The Contractor agrees to fully perform the Contracted Services in a timely, efficient, safe, and lawful manner. As long as the requirements of eligibility in this Agreement are met and upheld, Tasteport shall have no right to, and shall not, control the manner, method or means that the Contractor uses to perform the Contracted Services. Instead, the Contractor shall be liable to the User and shall be solely responsible for determining the manner in which to perform the Contracted Services, including determining the manner of pickup, delivery, and route selection.

3. As an independent business enterprise, the Contractor retains the right to perform services (whether delivery services or other services) for others and to hold the Contractor’s business out to the general public as a separately established business. The parties recognize that they are or may be engaged in similar arrangements with others and nothing in this Agreement shall prevent the Contractor or Tasteport from doing business with others. Tasteport does not have the right to restrict the Contractor from performing services for other businesses, customers or consumers at any time, even if such business directly competes with Tasteport, and even during the time the Contractor is logged into the Tasteport Platform.

4. The Contractor is not required to purchase, lease, or rent any products, equipment or services from Tasteport as a condition of doing business with Tasteport or entering into this Agreement.

5. The Contractor agrees to immediately notify Tasteport in writing by emailing drivers@tasteport.comif the Contractor’s right to control the manner or method the Contractor uses to perform services differs from the terms of this Agreement.

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Article 5: Contracted Services

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1. From time to time, the Tasteport Platform will provide leads and will notify the Contractor of the opportunity to complete deliveries from grocery stores or other businesses to Users in accordance with terms and the order placed by the User through the Tasteport Platform (each referred to as a “Delivery Opportunity”). If you are available and agree to accept a Delivery Opportunity, the Tasteport Platform will provide you with certain User information from the User, including the User’s name, goods ordered, the pickup location, the delivery location and the preferred time of delivery. You acknowledge and agree that once you have accepted a Delivery Opportunity, the Tasteport Platform will provide certain information about you to the User, including your name, contact information, photo and location. You shall not, under any circumstances, contact any Users or use any User’s information for any reason other than for the purposes of fulfilling Contracted Services.

2. Upon your acceptance of the Delivery Opportunity, the Contractor agrees to retrieve the User’s order from the grocery stores, food retailers or other businesses, ensure the order was accurately filled, and deliver the order to the User in a safe and timely fashion (“Contracted Service(s)”). The Contractor understands and agrees that the parameters of the Contracted Services are established by the User, not Tasteport, and represent the end result desired, not the means by which the Contractor is to accomplish the result. The Contractor has the right to cancel, on occasion, a Contracted Service when, in the exercise of the Contractor's reasonable discretion and business judgment, it is appropriate to do so. Notwithstanding the foregoing, the Contractor agrees that if they fail to maintain the completion rate for their geographic location that is provided by Tasteport it constitutes a material breach of this Agreement, and Tasteport shall have the right to terminate this Agreement and/or deactivate the Contractor's account.

3. The Contractor acknowledges that Tasteport shall in its sole discretion decide which, if any, Delivery Opportunity to offer, just as the Contractor has the discretion whether and to what extent to accept any Delivery Opportunity.

4. The Contractor authorizes Tasteport, during the course of a Contracted Service, to communicate with the Contractor, Users, and/or grocery store, food retailer or other business to assist the Contractor, to the extent permitted by the Contractor, in facilitating deliveries. Tasteport shall not be authorized to control the manner or means by which the Contractor performs the Contracted Services. This includes, but is not limited to, the following:

   • Tasteport does not require any specific type of vehicle as long as it meets the safety standards and road worthiness required by law; 

   • The Contractor does not have a supervisor or any individual at Tasteport to whom they report;

   • The Contractor is not required to use any signage or other designation of Tasteport on his or her vehicle or person at any point in their use of the Tasteport Platform or the performance of Contracted Services;

   • Tasteport has no control over the Contractor’s personal appearance;

   • The Contractor does not receive regular performance evaluations from Tasteport.

5. In the event the Contractor fails to fully perform any Contracted Service (a “Service Failure”) due to the Contractor's action or omission, the Contractor shall forfeit all or part of the Fee (as defined below). If the Contractor disputes responsibility for a Service Failure, the dispute shall be resolved pursuant to Article 6 below.

6. The Contractor agrees to immediately notify Tasteport in writing by email at drivers@tasteport.com if the Contractor's services or scope of work differ in any way from what is contemplated in this Agreement.

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Article 6: Payment for Services Provided

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1. Each time a User requests a delivery on the Tasteport Platform the User will offer an amount for such delivery to drivers (“Offer”). In consideration for Tasteport’s provision of Offers on the Tasteport Platform and for payment processing services, the Contractor agrees to pay Tasteport a lead generation fee on a per transaction basis, calculated as a percentage of the Offer (“Lead Generation Fee(s)”). Tasteport has discretion, based on factors including, but not limited to region, distance and request volume, as to the percentage of the Offer the Lead Generation Fee will constitute. The Contractor will receive the Offer, less the applicable Lead Generation Fees, herein referred to as the Driver Fee (“Driver Fee”), and shall have the sole discretion to accept or reject the Driver Fee. The details of the Driver Fee will be provided in a receipt made available via email or otherwise made available electronically by Tasteport from time to time. Unless regulations applicable to your Territory require otherwise, taxes will be calculated and charged on the Offer, and Tasteport shall calculate the Lead Generation Fee based on the Offer inclusive of such taxes. Tasteport reserves the right to change the Lead Generation Fee at any time in Tasteport’s sole discretion. Unless notified otherwise by Tasteport in writing or except as provided herein, the Contractor will be paid the Driver Fee for each instance of a completed Contracted Service provided to a User that is obtained via the Tasteport Platform. From time to time, Tasteport may offer opportunities for the Contractor to earn more money for performing Contracted Services at specified times or in specified locations. Nothing prevents the parties from negotiating a different fee, and the Contractor is free to accept or deny any such opportunities to earn additional fees.

2. Tasteport's online payment software may permit Users to add a gratuity for any Contracted Services provided, and Users may also pay a gratuity to the Contractor in cash. The Contractor shall retain 100% of any gratuity paid by the User, whether by cash or via the Tasteport Platform. Tasteport acknowledges it has no right to interfere with the amount of gratuity given by the User to the Contractor.

3. You: (i) appoint Tasteport as your limited payment collection agent solely for the purpose of accepting the payment of the Driver Fee, applicable gratuity and, depending on the province and/or if requested by you, applicable taxes and fees from the User on your behalf via the payment processing functionality facilitated by the Tasteport Platform; and (ii) agree that payment made by Users to Tasteport shall be considered the same as payment made directly by Users to you.

4. For each completed Contracted Service, Tasteport will process payments made by Users and agrees to remit or cause to be remitted to the Contractor on at least a bi-weekly basis (unless otherwise notified by Tasteport in writing): (a) the Driver Fees; plus (b) gratuity, if any; and (c) applicable taxes and fees.

5. From time to time, Tasteport may offer various driver promotions or referral programs. The Contractor agrees that he or she will not manipulate or abuse the referral programs or promotions by, among other things: (a) tampering with the location feature on his or her mobile phone; (b) collecting incentive or promotional pay when not eligible to receive such pay under relevant policies; or (c) creating multiple Contractor or User accounts. the Contractor understands that engaging in this type of manipulation or abuse constitutes a material breach of this Agreement and may lead to penalties, fines and/or deactivation of Contractor’s account.

6. Tasteport in consultation with relevant parties (for example grocery stores and Users) shall in its sole discretion have the right to adjust or change the Offer and Lead Generation Fee calculation methods based on local market factors, demand and User trends. The Driver Fee is based on the User Offer and as such is recommendation by Tasteport based on User demand and trends. You may, in your sole discretion, not accept any Delivery Opportunities if the Driver Fee offered by a User is inadequate. 

7. Tasteport reserves the right to: (i) adjust the Driver Fee for Contracted Services; or (ii) cancel the Driver Fee for a particular instance of Contracted Services, for example if there are complaints, damaged goods, fraud or the Contracted Services were not provided as requested by the User. Tasteport’s decision to reduce or cancel a Driver Fee shall be exercised in a reasonable manner.

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Article 7: Payment Disputes

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1. In the event Tasteport, in Contractor’s reasonable opinion, fails to remit payment in a timely or accurate manner, the Contractor shall have the right to seek proper payment by the legal means contemplated in Article 13, provided the Contractor shall first inform Tasteport in writing by emailing drivers@tasteport.com of such perceived failure and upon such notice shall provide a reasonable opportunity for Tasteport to cure any such dispute in accordance with Article 13.

2. In the event there is a Service Failure, the Contractor shall not be entitled to payment as described in Article 6 (as determined in Tasteport's reasonable discretion). Any withholding of payment shall be based upon proof provided by Users, grocery stores, food retailers or other business partners, the Contractor, and any other party with information relevant to the dispute. Tasteport shall make the initial determination as to whether a Service Failure was the result of the Contractor's action/omission. The Contractor shall have the right to challenge Tasteport's determination through the legal means contemplated in Article 13, however, the Contractor shall notify Tasteport in writing by email at drivers@tasteport.com of the dispute and shall provide Tasteport a reasonable opportunity to resolve the dispute in accordance with Article 13. The Contractor should include any documents or other information in support of the Contractor’s dispute.

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Article 8: Equipment and Expenses

1. You represent that you have or can lawfully acquire all equipment, including, but not limited to vehicles, dollies and food hot bags (“Equipment”) necessary for performing the Contracted Services, and you are solely responsible for ensuring that all Equipment used by you conforms to applicable laws including, but not limited to vehicle laws pertaining to roadworthiness, safety, equipment, inspection, and operational capability.

2. You agree that you are responsible for all costs and expenses arising from the performance of Contracted Services, including, but not limited to, costs related to your vehicle and Equipment. Except as otherwise required by law, you assume all risk of damage or loss to Equipment.

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Article 9: Insurance

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1. The Contractor agrees, as a condition of doing business with Tasteport, that during the Term of this Agreement, the Contractor will maintain current insurance, in amounts and of types required by law to provide the Contracted Services and as required under Section 2 of this Article 10, at Contractor’s own expense. The Contractor acknowledges that failure to secure or maintain satisfactory insurance coverage shall be deemed a material breach of this Agreement and shall result in the termination of the Agreement and the loss of the Contractor's right to receive Delivery Opportunities.

2. Contractor agrees to maintain during the Term of this Agreement, on all vehicles operated by you under this Agreement, automobile liability insurance that provides protection against bodily injury and property damage to yourself, any passengers in your vehicle and third parties at levels of coverage that satisfy the minimum requirements to operate a commercial delivery vehicle on the public roads within the Territory. This coverage must also include any other insurance required by law for the operation of a motor vehicle in the Territory that may not be waived by an insured.

3. Contractor agrees to deliver to Tasteport, upon request, current certificates of insurance as proof of coverage. The Contractor agrees to provide updated certificates each time the Contractor purchases, renews, or alters the Contractor's insurance coverage. The Contractor agrees to give Tasteport at least thirty (30) days' prior written notice before cancellation of any insurance policy required by this Agreement.Furthermore, you must provide Tasteport with written notice of cancellation of any insurance policy required by Tasteport. Tasteport shall have no right to control your selection or maintenance of your policy. You must be a named insured or individually rated driver, for which a premium is charged, on the insurance policy required in this Article 10 at all times.

4. Contractor agrees that the Contractor will not be eligible for workers' compensation benefits through Tasteport, and instead, will be responsible for providing the Contractor's own workers' compensation insurance or occupational accident insurance, if permitted by law. You agree to maintain, during the Term of this Agreement, workers’ compensation insurance or other occupational accident injury insurance (or the local equivalent) as required by any applicable law in the Territory (provided that the foregoing shall have no impact on the mutual understanding between you and Tasteport that you are a self-employed individual). If permitted by applicable law, you may choose to insure yourself against work place injuries by maintaining occupational accident insurance in place of workers’ compensation insurance. Furthermore, if permitted by applicable law, you may choose not to insure yourself against work place injuries at all, but do so at your own risk.

5. You understand and acknowledge that your insurance policy may not afford liability, comprehensive, collision, medical payments, first or third party no fault personal injury protection, uninsured motorist, underinsured motorist or other coverage while you provide Contracted Services. If you have any questions or concerns about the scope or applicability of your own insurance coverage, it is your responsibility, not Tasteport’s to resolve them with your insurer(s).

6. Tasteport and its Affiliates are not required to provide you with any insurance coverage for any loss to you or your vehicle.You are required to promptly notify Tasteport of any accidents that occur while providing Contracted Services and to cooperate and provide all necessary information related thereto.

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Article 10: Representations

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1. You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you have not entered into, and during the Term will not enter into, any agreement that would prevent you from complying with this Agreement; and (c) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, insurance requirements, registrations and other governmental authorizations necessary to provide: (i) Contracted Services using your Equipment pursuant to this Agreement.

1. You hereby acknowledge that: (a) you are receiving valid consideration to enter into this Agreement; (b) you are executing this Agreement freely and without duress; and (c) there are no third party beneficiaries to this Agreement and nothing contained in this Agreement is intended to or shall be interpreted to create any third party beneficiary claims.

2. You acknowledge and agree that you are required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of Contracted Services as required by applicable law (including, any applicable GST/HST ); and (b) provide Tasteport with all relevant tax information (including a valid GST/HST number belonging to you, if obtaining a GST/HST number is required of you by applicable law). Without limiting the generality of the foregoing, you acknowledge and agree that you shall comply with all requirements of the Income Tax Act, Employment Insurance Act, Workers’ Compensation Actand all related legal requirements with respect to your business and shall pay or remit to the appropriate authorities any income taxes, employment insurance premiums, Canada Pension payments or any interest, fines, penalties or other charges of any kind that may be collectible, payable, claimed or levied in respect of the payments received by you pursuant to this Agreement. 

3. YOU ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, YOU HAVE OBTAINED OR HAVE HAD THE OPPORTUNITY TO OBTAIN INDEPENDENT LEGAL ADVICE, AND FURTHER ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, THE TERMS AND OUR PRIVACY PROCEDURES PROVIDED IN THE DRIVER REGISTRATION FORM AND DRIVER PRIVACY AND USE OF INFORMATION CONSENT FORM.

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Article 11: Indemnity

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1. Contractor agrees to indemnify, protect and hold harmless Tasteport, including all parent, subsidiary and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees (“Tasteport Representatives”) from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, the actions of the Contractor arising from the performance of Contracted Services under this Agreement, including personal injury or death to any person (including to the Contractor and/or contractors personnel or passengers), as well as any liability arising from the Contractor's failure to comply with the Terms of this Agreement. The Contractor's obligations hereunder shall include the cost of defense, including lawyer' fees, as well as the payment of any and all resulting loss, damages, judgments, awards, costs, expenses, and settlements agreed upon by Tasteport or its parent, subsidiary and/or affiliated companies.

2. The Contractor agrees to indemnify, protect and hold harmless Tasteport Representatives from any and all tax liabilities duties, levies, claims and penalties and responsibilities for payment of or any failure to pay, all federal, provincial, municipal and local taxes, including, but not limited to all payroll taxes, self-employment taxes, workers compensation premiums, and any contributions imposed or required under federal, provincial, municipal and local laws, with respect to the Contractor. Without limiting the generality of the foregoing and for greater certainty, in the event of a ruling or other determination by any government authority court or tribunal that, contrary to the understanding of the Parties, the Contractor is in law an employee of Tasteport, the Contractor indemnifies and holds harmless and shall reimburse Tasteport Representatives in respect of: any payments or withholdings Tasteport Representatives are required to make on behalf of the Contractor, including but not limited to the Contractor’s portion of income tax, employment insurance premiums and Canada Pension Plan premiums in respect of the period for which the Contractor was remunerated; the employer’s portion of employment insurance premiums and Canada Pension Plan premiums in respect of the period for which the Contractor was remunerated; and any penalties levied on Tasteport as a result of the period for which the Contractor provided the Contracted Services.

3. The Contractor agrees to indemnify and hold harmless Tasteport Representatives from all costs of the Contractor's business, including, but not limited to, the expense and responsibility for any and all applicable insurance, local, state or federal licenses, permits, taxes, and assessments of any and all regulatory agencies, boards or municipalities.

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Article 12: Limitation of Liability

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1. YOU AGREE THAT IN NO EVENT WILL TASTEPORT OR ANY TASTEPORT REPRESENTATIVES HAVE ANY RESPONSIBILITY OR LIABILITY IN CONNECTION WITH THE TASTEPORT PLATFORM, ANY CONTRACTORS, USERS, SERVICES PROVIDED BY THIRD PARTY PROVIDERS IN CONNECTION THERETO, FOR ANY LOSSES OR DAMAGES WHATSOEVER, WHETHER BASED ON CONTRACT (INCLUDING, FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM), TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE BASIS, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR HARM TO BUSINESS, LOSS OF PROFIT, LOSS OF SAVINGS OR REVENUE, LOSS OF GOODWILL OR OTHER ECONOMIC LOSS), ARISING FROM OR IN CONNECTION WITH OR RELATING TO THE USE OF OR ACCESS TO, OR ANY INCONVENIENCE, DELAY OR LOSS OF USE OF OR ACCESS TO, THE TASTEPORT PLATFORM, (INCLUDING WITHOUT LIMITATION ANY DAMAGES SUFFERED AS A RESULT OF OMISSIONS OR INACCURACIES IN THE TASTEPORT PLATFORM, THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION TO OR FROM THE TASTEPORT PLATFORM), EVEN IF WE OR ANY TASTEPORT REPRESENTATIVE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR IF SUCH DAMAGE OR LOSS WAS FORESEEABLE. 

2. YOU ACKNOWLEDGE THAT TASTEPORT ACTS AS TRUSTEE FOR THE TASTEPORT REPRESENTATIVES WITH RESPECT TO ALL RIGHTS CONTEMPLATED HEREUNDER ARISING IN FAVOUR OF A TASTEPORT REPRESENTATIVE. TASTEPORT AGREES TO ACCEPT SUCH TRUST AND HOLD AND ENFORCE SUCH RIGHTS ON BEHALF OF EACH TASTEPORT REPRESENTATIVE.

1. EXCEPT FOR TASTEPORT’S OBLIGATIONS TO PAY AMOUNTS DUE TO YOU PURSUANT TO ARTICLE 6 ABOVE, BUT SUBJECT TO ANY LIMITATIONS OR OTHER PROVISIONS CONTAINED IN THIS AGREEMENT WHICH ARE APPLICABLE THERETO, IN NO EVENT SHALL THE LIABILITY OF TASTEPORT OR THE TASTEPORT REPRESENTATIVES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF LEAD GENERATION FEESACTUALLY PAID TO OR DUE TO TASTEPORT HEREUNDER IN THE 3 MONTH  PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

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Article 13: Mediation and Mutual Arbitration

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1. Any dispute, controversy or claim arising out of or in connection with this Agreement, including, but not limited to any question regarding its existence, validity, interpretation, breach or termination (a “LitigiousDispute”), shall be referred, upon written notice (a “Notice of Dispute”) given by one Party to the other, to a customer service representative of Tasteport. The customer service representative shall seek to resolve the Litigious Dispute with the Contractor on an amicable basis within thirty (30) days of the Notice of Dispute being received. If such customer service representative is unable resolve the Litigious Dispute with the Contractor on an amicable basis within thirty (30) days of the Notice of Dispute being received then the Litigious Dispute shall be referred, upon written notice given by one Party to the other (“Second Notice of Dispute”), to a senior executive of Tasteport. 

2. The senior executive shall seek to resolve the Litigious Dispute with the Contractor on an amicable basis within thirty (30) days of the Second Notice of Dispute being received. If both Parties fail to resolve the Litigious Dispute within thirty (30) days of the Second Notice of Dispute, the Litigious Dispute shall be referred to mediation before a mediator mutually agreed upon by the Parties or, failing such agreement, to be appointed by the ADR Institute of Canada, Inc. (the “ADRIC”). The Parties shall equally share the costs of the mediator, the mediation venue and the ADRIC.

3. If the Litigious Dispute is not resolved at the mediation, the Litigious Dispute shall be referred to and finally resolved by arbitration in accordance with the Arbitration Rules of the ADR Institute of Canada, Inc. (the “Rules”) but, subject to the agreement of both Parties, the ADRIC is not required to administer the arbitration (the “Arbitration”). Unless otherwise agreed to in writing by the Parties:

• the Arbitration shall be conducted before one (1) arbitrator mutually agreed upon by the Parties. If the Parties are unable to agree upon an arbitrator within ten (10) Business Days of the commencement of the Arbitration, the arbitrator shall be appointed in accordance with the Rules and the Arbitration shall proceed thereafter as an administered arbitration under the auspices of the ADRIC; 

• the seat of the Arbitration shall be Toronto, Ontario, Canada; 

• the language of the Arbitration shall be English;

• any award or determination of the arbitrator shall be final and binding on the Parties and there will be no appeal on any ground, including, for certainty, any appeal on a question of law, a question of fact, or a question of mixed fact and law; and

• all matters relating to the Arbitration, including all documents created in the course of or for the purposes of the Arbitration and any interim or final decision, order or award in the Arbitration, shall be kept confidential and shall not be disclosed by any Party to any third party (excluding their respective legal counsel and where necessary, financial advisors) without the prior written consent of the other Party, or unless required by Applicable Laws. 

1. Notwithstanding the timelines set out in this Article 13 above, to the extent that any Party has a Litigious Dispute that requires urgent interlocutory relief or urgent interim measures, that Party may commence an urgent interim measures application pursuant to the Rules. Any such application shall proceed as an Arbitration administered by the ADRIC. The Parties shall not commence legal proceedings in any court in connection with a request for urgent interlocutory relief or urgent interim measures.

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Article 14: Termination of Agreement

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1. This Agreement shall commence on the date that the Agreement is executed by you (electronically or otherwise) and shall continue until terminated as set forth herein (“Term”).

2. Either Party may terminate this Agreement upon seven (7) days written notice to the other. Tasteport may terminate this Agreement immediately and deactivate the Contractor’s deliverer account, without notice or penalty, for the reasons that constitute a material breach of this Agreement, for a breach of the Terms or for any reasons Tasteport deems reasonable in its sole discretion. Notwithstanding any other provision in this Agreement, Tasteport reserves the right in its sole discretion to determine the reasonable termination of this Agreement and deactivation of your driver account, if in Tasteport’s good faith and reasonable discretion, it is necessary to do so for the safe and/or effective operation of the Tasteport platform. 

3. In the event of a ruling or other determination by any government authority, court or tribunal that, contrary to the understanding of the Parties, the Contractor is in law an employee of Tasteport, the Contractor’s entitlements will be limited to his or her minimum entitlements under the Ontario Employment Standards Act, 2000, as amended or replaced from time to time.

4. Upon termination of the Agreement, you shall: (a) immediately delete and fully remove the Tasteport Platform and associated mobile application from any of your devices. Any outstanding payment obligations and Articles 2, 9, 10, 11, 12, 13, 14 15 and 16 shall survive the termination of this Agreement

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Article 15: Confidentiality

1. Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). Confidential Information includes Tasteport Data, your personal information, any User information or personal information, transaction volumes and details communicated on the Tasteport Platform, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know should be treated as confidential.

2. Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform its obligations under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Tasteport and its internal record-keeping requirements).

3. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.

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Article 16: General

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1. This Agreement, the Terms, the  Driver Registration Form and Driver Privacy and Use of Information Consent Form shall constitute the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and may only be modified, altered, changed or amended in any respect, unless in writing and by Tasteport. You have the right to reject any such amendments but must immediately stop using the Tasteport Platform otherwise it will be deemed that you agree to any amendments communicated to you by Tasteport.. This Agreement supersedes any prior contract between the parties. To the extent the Terms or Tasteport's User facing terms and conditions (as updated from time to time) are inconsistent or conflict with this Agreement, this Agreement shall prevail to the extent of any such inconsistency. This Agreement may not be assigned by the Contractor without express written consent of Tasteport. Tasteport may assign or transfer this Agreement or any or all of its rights or obligations hereunder, in whole or in part, under this Agreement without penalty, consent or notification. Should Tasteport assign this Agreement, you have the right to terminate this Agreement immediately, without prior notice.

2.  This Agreement shall be binding upon the parties hereto, including their heirs and successors, and, if you are contracting as an individual, your heirs, executors, administrators and personal representatives. 

3. The failure of Tasteport or the Contractor in any instance to insist upon a strict performance of the terms of this Agreement or to exercise any option herein, shall not be construed as a waiver or relinquishment of such term or option and such term or option shall continue in full force and effect.

4. You agree that all matters relating to the Tasteport Platform or this Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to its conflict of laws principles, and that you will comply with all such applicable laws.

5. Any dispute between us and you or any other person arising from, in connection with or relating to this Agreement, the Terms, any transaction on the Tasteport Platform or any related matters must be resolved in accordance with Article 13, and you hereby irrevocably submit and attorn to the exclusive jurisdiction of the mediators and arbiters set out therein.

6. In this Agreement, the words “including” and “include” mean “including, but not limited to.”

7. If any part of this Agreement is declared invalid, unlawful or unenforceable, in whole or in part, such provision or part thereof shall to that extent be deemed not to form part of this Agreement and the remainder of this Agreement shall remain in full force and effect.

8. Any notice delivered by Tasteport to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the driver portal available to you on the Tasteport Platform. Any notice delivered by you to Tasteport under this Agreement will be delivered by contacting Tasteport at drivers@tasteport.com. In addition, you agree to notifyTasteport of any breach or perceived breach of this Agreement, of any claim arising out of or related to this Agreement, or of any claim that the Contracted Services differ in any way from what is contemplated in this Agreement, including but not limited to the terms in Articles 4 (Contractor Operations and Conduct) and 5 (Contracted Services), or if the relationship of the parties differs from the terms contemplated in Article 1 (Purpose of the Agreement).

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This online Agreement is meant solely for reading purposes so you always know your up to date rights and responsibilities while driving with us.

To sign up as a Tasteport Driver or to get a copy of this Agreement for signing (electronically or a paper copy), please email drivers@tasteport.com and we'll be happy to assist you. 

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