TECHNOLOGY SERVICES AGREEMENT

(the “Agreement”)

THIS AGREEMENT is made

BETWEEN:

                   You

                   (the “Delivery Person”)

                   – and –

                  CHANMAO INC., a corporation governed by the federal laws of Canada,

                  (the “Company”).

RECITALS:

  1. Company provides lead generation and payment processing to independent providers of Food Delivery Services using Company Services and Company App (as defined below).
  2. Delivery Person wishes to use Company Services and Company App to provide Food Delivery Services in the Permitted Territory (as defined below).

THEREFORE, the parties agree as follows:

ARTICLE 1 – DEFINITIONS

Whenever used in this Agreement, the following terms shall have the meanings set out below:

(a)            “Affiliate” has, with respect to any corporation, the meaning set out in the Canada Business Corporations Act, and means, with respect to any individual, such individual’s parent, spouse, child or sibling.

(b)           “Company App” means the mobile application provided by Company that enables independent Delivery Persons to access Company Services for the purpose of seeking, receiving and fulfilling on-demand requests for food delivery services by Users, as may be updated or modified from time to time. Also includes any other appropriate social media platforms through which Company may manage, collect, and send information concerning Food Delivery Services.

(c)            “Company Services” means the services provided by Company to the Delivery Person as described in section 2.1.

(d)           “Delivery” means food and drinks that a User may order from a Food Service Provider via the Company App and Delivery Person shall deliver to the User in accordance with this Agreement.

(e)            “Delivery Bag” means the container provided to the Delivery Person by Company for holding the Delivery during the provision of Food Delivery Services.

(f)            “Delivery Fee” means the fee charged by the Delivery Person for the provision of Food Delivery Services.

(g)           “Delivery Person ID” means the identification and password key assigned by Company to Delivery Person that enables Delivery Person to use and access Company App.

(h)           “Effective Date” means the date of execution of this Agreement.

(i)             “Food Cost” means the cost or price of the food and drinks ordered by a User from a Food Service Provider through the Company App for Food Delivery Services.

(j)             “Food Delivery Services” means Delivery Person’s provision of food delivery services by transporting Delivery to Users in the Permitted Territory using the Transportation.

(k)           “Food Quality” means the quality characteristics of food or drinks in a Delivery which includes external factors such as appearance, texture, and flavor of the food or drinks, and internal factors such as the chemical, physical, or microbial contents of the food or drinks.

(l)             “Food Service Provider” means a food service provider who has agreed to use the Company’s network of independent Delivery Persons to deliver food to Users that use the Company App for the purpose of ordering food and drinks from the Food Service Provider.

(m)          “Force Majeure Event” means any unavoidable delay, including strikes, lockouts, unavailability of materials, inclement weather, acts of God or any other cause beyond its reasonable care and control, but not including insolvency or lack of funds.

(n)           “Permitted Territory” means the city or metro areas in Canada as authorized by Company from time to time in which Delivery Persons are enabled to use Company Services and Company App to receive requests for and provide Food Delivery Services.

(o)           “Service Fee” means the fee the Company charges Delivery Person as consideration for the use of Company Services and Company App.

(p)           “Tips” means any gratuity given by the User to the Delivery Person in excess of the Food Cost and Delivery Fee.

(q)           “Tolls” means any applicable road, bridge, ferry, tunnel and airport charges and fees, including inner-city congestion, environment or similar charges that the Delivery Person may have to pay in their provision of Food Delivery Services.

(r)            “Transportation” means the means of transportation (e.g. bicycles, motor vehicles, or by foot) that Delivery Person uses to provide Food Delivery Services.

(s)            “User” means an end user authorized by Company to use Company App for the purpose of ordering food and drinks from a Food Service Provider and obtaining Food Delivery Services offered by Company’s network of independent Delivery Persons.

ARTICLE 2 – DELIVERY PERSON RELATIONSHIP WITH COMPANY

2.1          Company shall provide a platform through which the Delivery Person, pursuant to the Terms of this Agreement, shall receive lead generation and related tools that enable independent Delivery Persons to seek, receive and fulfill on-demand requests for Food Delivery Services by Users; such Company Services include access to Company App and Company’s software, websites, payment services as described in Article 5, and related support service systems, as may be updated or modified from time to time.

2.2          Company does not, and shall not be deemed to employ, direct, or control Delivery Person generally or in his or her performance under this Agreement specifically, including in connection with Delivery Person’s provision of Food Delivery Services, acts or omissions, or operation and maintenance of the Transportation.

2.3          Delivery Person retains the option, via Company App, to accept or decline or ignore a User’s request for Food Delivery Services via Company App.

2.4          Subject to section 17.5, Delivery Person agrees to assist in the promotion and marketing of Company, Company App, and Company Services by methods approved by Company from time to time, including but not limited to the display of Company logo, name, or colors on items of clothing and Delivery Bag.

2.5          Delivery Person has complete discretion to provide services or otherwise engage in other business or employment activities.

2.6          Except as otherwise expressly provided herein with respect to Company acting as the limited payment collection agent solely for the purpose of collecting payment from Users on Delivery Person’s behalf, the relationship between the parties under this Agreement is solely that of independent contracting parties. The parties expressly agree that:

(a)           this Agreement is not an employment agreement, nor does it create an employment relationship, between Company and Delivery Person; and

(b)           no joint venture, partnership, or agency relationship exists between Company and Delivery Person.

2.7          Delivery Person has no authority to bind Company or its Affiliates and Delivery Person undertakes not to hold himself or herself out as an employee, agent, or authorized representative of Company or its Affiliates. Where by implication of mandatory law or otherwise, Delivery Person may be deemed an agent or representative of Company, Delivery Person undertakes and agrees to indemnify, defend (at Company’s option) and hold Company and its Affiliates harmless from and against any claims by any person or entity based on such implied agency or representative relationship.

ARTICLE 3 – USE OF COMPANY SERVICES AND COMPANY APP

3.1          In order to use Company Services and Company App for Food Delivery Services, Delivery Person shall register with the Company by providing to the Company the Delivery Person’s:

(a)           full legal name;

(b)                 address;

(c)            contact information including e-mail, telephone, and applicable social media    platforms;

(d)                 social insurance number;

(e)            if Delivery Person plans to use an motor vehicle for Food Delivery Services, a valid driver’s license for the Permitted Territory and proof of motor vehicle insurance for the applicable motor vehicle; and

(f)            any other information reasonably required by Company.

3.2          Subject to Article 16, Company shall not reveal any of the above information to third parties without the consent of Delivery Person.

3.3          After registration, Delivery Person shall be provided with a Delivery Person ID to access and use the Company App on an electronic device in accordance with this Agreement. Delivery Person agrees and acknowledges that he or she shall maintain the Delivery Person ID in confidence and not share the Delivery Person ID with any third party. Delivery Person shall notify Company immediately of any actual or suspected breach or improper use or disclosure of the Delivery Person ID or Company App.

3.4          Delivery Person acknowledges and agrees that while Delivery Person uses the Company App, Company will send Delivery Person’s location, name, fees, and contact information to Users for the purpose of arranging Food Delivery Services.

3.5          In addition to the requirements in Article 15, Delivery Person acknowledges and agrees that any User information that Company may provide to Delivery Person shall not be used for any reason other than for the purposes of fulfilling Food Delivery Services.

3.6          Delivery Person is not responsible for the Food Quality of the Delivery, unless Delivery Person improperly tampers or handles the Delivery or fails to maintain his or her Transportation in a manner suitable for the delivery of food and drinks. For greater certainty, if Delivery Person improperly tampers with or handles the food, the Delivery Person shall be responsible for the Food Quality of the Delivery and may be liable for the cost of the Delivery and any other liabilities arising from the Food Quality of the Delivery.

3.7          Delivery Person acknowledges and agrees that:

(a)           Delivery Person shall be solely responsible for determining the most effective, efficient, and safe manner to perform each instance of Food Delivery Service; and

(b)           except for the Company Services and Delivery Bag, Delivery Person shall provide and pay for all necessary equipment, tools, Tolls, and other materials, at Delivery Person’s own expense, necessary to perform Food Delivery Services.

ARTICLE 4 – RATINGS

4.1          Delivery Person acknowledges and agrees that Company shall maintain an internal ratings system which shall reflect the quality of Food Delivery Services that Delivery Person provides.

4.2          Delivery Person acknowledges and agrees that in order to continue to receive access to the Company App and Company Services, Delivery Person must maintain an average rating that exceeds the minimum average acceptable rating as established by Company, for the Permitted Territory, in its sole discretion and updated from time to time (“Minimum Average Rating”).

4.3          Delivery Person acknowledges and agrees that if his or her average rating falls below the Minimum Average Rating, the Company reserves the right to deactivate Delivery Person’s Access to the Company Services and Company App.

4.4          Delivery Person acknowledges and agrees that Delivery Person’s repeated failure to accept User requests for Food Delivery Services for a period of time will have a negative effect on Delivery Person’s average rating.

ARTICLE 5 – PAYMENT

5.1          The Delivery Fee shall be calculated by the Company to be changed from time to time and displayed through the Company App. The Delivery Fee shall include all applicable taxes.

5.2          The Food Cost will be calculated by the Company based on the information received by the Company from the Food Service Provider as may be updated from time to time and displayed through the Company App. The Food Cost shall include all applicable taxes.

5.3          The Service Fee shall be determined by the Company and updated from time to time and shall be displayed to the Delivery Person through the Company App. The Service Fee shall include all applicable taxes.

5.4          The value of the Tip, if any, shall be determined between the User and the Delivery Person.

5.5          When Delivery Person accepts a request through Company App from a User for Food Delivery Services from a Food Service Provider, Delivery Person shall pay the Food Cost directly to the Food Service Provider.

5.6          If a User decides to pay in cash for the Food Delivery Service, the User shall pay and the Delivery Person shall receive directly all Food Costs and Delivery Fees as determined by the Company App and any Tips (if applicable).

5.7          If a User pays for the Food Delivery Service through the Company App including Food Cost, Delivery Fee, and Tips (if applicable), Company shall remit to the Delivery Person all such Food Cost, Delivery Fee, and Tips within three (3) business days (the “Payout Period”), except, where there are conditions out of the control of the Company causing a delay in the Payout Period, the Payout Period shall be extended for so long as such conditions exist.

5.8          In consideration of Company’s provision of the Company Services and Company App, Delivery Person agrees to pay to Company a Service Fee.

5.9          If the User pays for the Food Delivery Service through the Company App, Delivery person acknowledges and agrees:

(a)           to appoint Company as limited payment collection agent solely for the purpose of accepting the Food Cost, Delivery Fee, and Tips on Delivery Person’s behalf via the payment processing functionality facilitated by Company Services; and

(b)           that payment made by User to Company shall be considered the same as payment made directly by User to Delivery Person.

5.10       Company reserves the right to:

(a)           adjust the Delivery Fee for a particular instance of Food Delivery Services (e.g. Delivery Person took an inefficient route, Technical error in the Company App, etc.); or

(b)           cancel the entire payment for a particular instance of Food Delivery Service including Food Cost, Delivery Fee, and Tips (e.g. User is charged for Food Delivery Services that were not provided, in the event of a User complaint, fraud, etc.)

Company’s decision to reduce or cancel the payment in any such manner shall be exercised in a reasonable manner.

ARTICLE 6 – NON-PAYMENT

6.1          In the event that Delivery Person fails to receive payment for Food Delivery Services from the User for reasons outside the control of Delivery Person, Company shall reimburse Delivery Person the Food Cost and Delivery Fee related to the particular instance of Food Delivery Services.

6.2          For the purposes of this Article 6, reasons outside the control of Delivery Person shall be limited to:

(a)           Force Majeure Events; or

(b)           cancellation of the Food Delivery Service by the User.

ARTICLE 7 – TAXES

7.1          Delivery Person acknowledges and agrees that Delivery Person is required to:

(a)           Complete all tax registration obligations and calculate and remit all tax liabilities related to Delivery Person’s provision of Food Delivery Services as required by applicable law; and

(b)           Provide Company with all relevant tax information.

7.2          Delivery Person acknowledges and agrees that Delivery Person is responsible for taxes on his or her own income arising from the performance of Food Delivery Services.

ARTICLE 8 – REPRESENTATIONS AND WARRANTIES

Delivery Person hereby represents and warrants that:

(a)           Delivery Person has full power and authority to enter into this Agreement and perform the obligations hereunder;

(b)           Delivery Person has not entered into, and during the term, will not enter into, any agreement that would prevent Delivery Person from complying with this Agreement; and

(c)            Delivery Personal shall comply with all applicable laws in Delivery Person’s performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide Food Delivery Services using the authorized Transportation in the Permitted Territory.

ARTICLE 9 – DISCLAIMERS AND ACKNOWLEDGEMENTS

9.1          Company and its Affiliates do not guarantee the availability or uptime of Company Services or Company App.

9.2          Delivery Person acknowledges and agrees that Company Services or Company App may be unavailable at any time and for any reason and may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Delivery Person acknowledges and agrees that Company and its affiliates are not responsible for any delays, delivery failures, or other damages, liabilities or losses resulting from such problems.

9.3          Company and its affiliates make no representations, warranties, or guarantees as to the actions or inactions of the Users who may request or receive Food Delivery Services from Delivery Person.

9.4          Delivery Person acknowledges and agrees that Delivery Person may be introduced to a third party that may pose harm or risk to Delivery Person or other third parties. Delivery Person is advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of Company Services or Company App.

9.5          Delivery Person acknowledges and agrees that Delivery Person may come into contact with hot food or drinks during its provision of Food Delivery Services which may cause harm or risk to Delivery Person or third parties if not contained or handled properly.

9.6          Delivery Person acknowledges and agrees that the Company is not responsible for the safety of the containment and handling of the Delivery and the Delivery Person is advised to take reasonable precautions with respect to the containment and handling of the Delivery.

9.7          Delivery Person acknowledges and agrees that Company and its affiliates are not responsible for the Food Quality of the Delivery.

9.8          Delivery Person acknowledges and agrees that Company and its affiliates shall not be liable for any indirect consequences resulting from Company’s failure to perform under this Agreement.

ARTICLE 10 – NOTICE

Any notice, consent or approval required or permitted to be given in connection with this Agreement (in this Article referred to as a “Notice”) shall be in writing and shall be sufficiently given if delivered (whether in person, by courier service or other personal method of delivery), or if transmitted through the Company Services and Company App or e-mail:

(a)           in the case of a Notice to the Delivery Person at:

Attention:

E-mail:

(b)           in the case of a Notice to the Company at:

Attention: Chanmao Inc.

E-mail: info@cmeow.com

Any Notice delivered or transmitted to a party as provided above shall be deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on a Business Day prior to 5:00 p.m. local time in the place of delivery or receipt.  However, if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a Business Day then the Notice shall be deemed to have been given and received on the next Business Day.

Any party may, from time to time, change its address by giving Notice to the other Parties in accordance with the provisions of this Article.

ARTICLE 11 – TERM AND TERMINATION

11.1       This Agreement shall commence as of the Effective Date and continue until terminated as set forth herein.

11.2       Either party may terminate this Agreement:

(a)           without cause at any time upon seven (7) days prior notice to the other party;

(b)           immediately, without notice, for the other party’s material breach of this Agreement; or

(c)            immediately, without notice, in the event of the insolvency or bankruptcy of the other party.

In addition, Company may terminate this Agreement or deactivate Delivery Person ID immediately, without notice, with respect to Delivery Person in the event Delivery Person no longer qualify, under applicable law or the standards and policies of Company and its Affiliates, to provide Food Delivery Services or to operate the Transportation, or as otherwise set forth in this Agreement.

11.3       Upon termination of the Agreement, Delivery Person shall immediately delete and remove Company App from any of Delivery Person’s Devices. Outstanding payment obligations and Articles 1, 2, 7, 9, 12, 13, 14, 15, 16, 17, and 21 shall survive the termination of this Agreement.

ARTICLE 12 – INDEMNITY

12.1       Delivery Person shall indemnify and save harmless Company, its affiliates and its and their directors, officers, employees and agents (collectively the “Indemnified Parties”) from claims made by Delivery Person or any other person against or incurred by one or more Indemnified Parties, and all other liabilities, losses, expenses (including without limitation, court costs and legal fees as between solicitor and client) and disbursements which arise from or are connected with:

(a)           any failure or alleged failure by Delivery Person to comply with any applicable laws, or with any written directives of Company applicable to Delivery Person;

(b)           any infringement or alleged infringement by Delivery Person of any intellectual property right of Company or any third party;

(c)            any theft, fraud, or illegal activity by Delivery Person or its agents;

(d)           any injury to or death of any person, or damage to property, arising out of the Food Delivery Services except as a result of the negligence of Company (but only to the extent that such injury, death or damage resulted from Company’s negligence); and

(e)            any misrepresentation by Delivery Person, any breach of the terms of this Agreement and any failure of Delivery Person to deliver the Services.

12.2       Delivery Person shall defend, compromise or settle any matter that is subject to the indemnity specified herein (the “Indemnified Claim”).  Company shall cooperate, and Delivery Person shall reimburse Company for its direct costs in doing so, including professional fees and disbursements with respect to Company’s legal counsel, third party adjusters, or other agents, as well as court costs.  Delivery Person must get Company’s prior written approval before settling an Indemnified Claim if such settlement involves anything other than a payment of funds for which Company is entitled to full indemnification under this Agreement.  If Delivery Person has been notified of and is not diligently and continuously pursuing an Indemnified Claim, Company may take such action on behalf of itself to adjust, settle, defend or otherwise dispose of the Indemnified Claim, in which case Company shall keep Delivery Person reasonably informed as to the progress of such Indemnified Claim and Delivery Person shall, upon being billed thereof, reimburse Company in the amount thereof.

ARTICLE 13 – LIMITATION OF LIABILITY

Each party acknowledges and agrees that any losses or damages incurred in connection with this Agreement are subject to reasonable efforts at mitigation.

ARTICLE 14 – FURTHER ASSURANCES

The parties shall with reasonable diligence do all such things and provide all such reasonable assurances as may be required to provide the services contemplated by this Agreement, and each party shall provide such further documents or instruments required by the other party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions.

ARTICLE 15 – CONFIDENTIALITY

If a non-disclosure or confidentiality agreement has been signed between the parties, the terms of that agreement will be incorporated herein. In the event one has not been signed, the following will be applicable:

Information relating to Company’s (or any of its affiliates’ or subsidiaries’) business, its advisors, Users, or otherwise and whether oral, visual, written or electronic is “Confidential Information”.

The receiving party agrees that it shall hold Confidential Information in trust and confidence, using the greater of (i) the same level of care it uses to protect its own confidential information, and (ii) a commercially reasonable standard of care; provided that the confidentiality obligations shall not apply to Confidential Information which:

(a)           is known by the receiving party prior to disclosure by the disclosing party, provided that such information is not subject to another confidentiality agreement with or other contractual, legal or fiduciary obligation to the disclosing party or another party;

(b)           is lawfully received by the receiving party on a non-confidential basis from a third party which is not subject to another confidentiality agreement with or other contractual, legal or fiduciary obligation to the disclosing party or another party;

(c)            is independently developed by the receiving party without reference to the Confidential Information or breach of this Agreement; or

(d)           becomes generally available to the public other than through the receiving party or its Representatives.

ARTICLE 16 – PRIVACY

Company may collect Delivery Person’s personal data during the course of Delivery Driver’s application for, and use of Company Services, or may obtain information about Delivery Person from third parties. Such information may be stored processed, transferred, and accessed by Company and its Affiliates for business purposes, including for marketing, lead generation, service development and improvement, analytics, industry and market research, and such other purposes consistent with Company’s and its Affiliates’ legitimate business needs. Delivery Person expressly consents to such use of personal data.

ARTICLE 17 – PROPRIETARY RIGHTS AND LICENSE

17.1       Subject to the terms and conditions of this Agreement, Company hereby grants Delivery Person a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use the Company Services and Company App solely for the purpose of providing Food Delivery Services to Users and tracking resulting Food Costs, Delivery Fees, and Tips. All rights not granted to Delivery Person are reserved by Company and its Affiliates.

17.2       Delivery Person shall not, and shall not allow any other party to:

(a)           license, sublicense, sell, resell, transfer, assign, distribute, or otherwise provide or make available to any other party the Company Services and Company App in any way;

(b)           modify or make derivative works based upon the Company Services or Company App;

(c)            improperly use the Company Services or Company App;

(d)           reverse engineer, decompile, modify, or disassemble the Company Services or Company App, except as allowed under applicable law; or

(e)            send spam or otherwise duplicative or unsolicited messages

17.3       Delivery Person shall not, and shall not allow any other party to, access or use the Company Services or Company App to:

  • design or develop a competitive or substantially similar product or service;
  • copy or extract any features, functionality, or content thereof;
  • launch or cause to be launched on or in connection with the Company Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses, or worms, or any other program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Company Services; or
  • attempt to gain unauthorized access to the Company Services or its related systems or networks.

17.4       The Company Services and Company App, including all intellectual property rights therein, are and shall remain (as between Delivery Person and Company) the property of Company and its Affiliates. Neither this Agreement nor Delivery Person’s use of the Company Services and Company App conveys or grants to Delivery Person any rights in or related to the Company Services or Company App, except for the limited license granted above.

17.5       Other than as specifically permitted by the Company in connection with the Company Services, Delivery Person is not permitted to use or reference in any manner Company’s or its Affiliates company names, logos, products, and service names, trademarks, service marks, trade dress, copyrights, or other indicia of ownership, alone and in combination with other letters, punctuation, words, symbols and/or designs (the “Chanmao Marks and Names”) for any commercial purposes without prior written authorization of Company. Delivery Person agrees that he or she will not try to register or otherwise use and/or claim ownership in any of the Chanmao Marks and Names for any goods or services.

ARTICLE 18 – INSURANCE

18.1       Delivery Person agrees to maintain during the term of this Agreement on all motor vehicles operated by Delivery Person under this Agreement motor vehicle liability insurance that provides protection against bodily injury and property damage to third parties at levels of coverage that satisfy minimum requirements to operate that particular motor vehicle on the public roads with the Permitted Territory. This coverage must also include any no-fault coverage required by-law in the Permitted Territory that may not be waived by an insured. Delivery Person agrees to provide Company a copy of the insurance policy, policy declarations, proof of insurance identification card and proof of premium payment for the insurance policy required in this section 18.1 upon request. Furthermore, Delivery Person must provide Company with written notice of cancellation of any insurance policy required by Company. Company shall have no right to control Delivery Person’s selection or maintenance of Delivery Person’s policy.

18.2       Delivery Person understands and acknowledges that Delivery Person’s personal motor vehicle insurance policy may not afford liability, comprehensive, collision, medical payments, personal injury protection, uninsured motorist, underinsured motorist, or other coverage for the Food Delivery Services provided pursuant to this Agreement. Delivery Person is responsible to resolve such concerns with their insurer.

ARTICLE 19 – EXECUTION AND DELIVERY

19.1       This Agreement may be executed by the parties in counterparts and delivered by means of facsimile or portable document format (PDF), each of which when so executed and delivered shall be an original, but all such counterparts together shall constitute one and the same instrument.

19.2       This Agreement may be executed electronically and delivered by means of Company App and Company Services. Once executed, the parties shall have access to and be able to retain the electronic form of the Agreement through Company App or Company Services.

ARTICLE 20 – MISCELLANEOUS

(a)            Time is of the essence in the performance of the parties’ respective obligations.

(b)           This Agreement shall be governed by and interpreted in accordance with the law of the Province of Ontario, and the federal law of Canada applicable therein.

(c)            If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all provisions hereof. 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.

(d)           In the event Company modifies the terms and conditions of this Agreement at any time, such modifications shall be binding on Delivery Person only upon his or her acceptance of the modified Agreement. Delivery Person hereby acknowledges and agrees that continued use of the Company Services or Company App after any such changes shall constitute Delivery Person’s consent to such changes. Unless changes are made to the arbitration provisions herein, Delivery Person acknowledges and agrees that modification of this Agreement does not create a renewed opportunity to opt out of arbitration.

(e)            Supplemental terms may apply to Delivery Person’s use of the Company Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). Delivery Person may be presented with certain Supplemental Terms from time to time. Supplement Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.

(f)            No party may assign this Agreement or any rights or obligations under this Agreement without the prior written consent of each of the other parties.

ARTICLE 21 – ARBITRATION

22.1       Whenever in this Agreement it is provided that any matter in dispute between the Company and the Delivery Person, if not settled or agreed between them, is to be determined by arbitration, then the following provisions shall apply:

(a)           Either party may commence arbitration proceedings by giving written notice (the “Arbitration Notice”) to the other party of its desire to arbitrate (but no party shall give such a notice unless such party has first demonstrated its willingness to negotiate and act reasonably with a view to resolving the dispute by agreement between the parties).

(b)           Forthwith after the giving of the Arbitration Notice, the matter shall be arbitrated and settled in accordance with the procedure set out in subsection (c) of this section.

(c)            The dispute is to be arbitrated and determined in accordance with the following procedure (and which shall constitute a submission to arbitration within the meaning of the Arbitration Act, 1991 (Ontario)):

i)               Within 10 business days of the giving of the Arbitration Notice, the Company shall appoint a sole arbitrator and give notice of the appointment and the name of the arbitrator to the Delivery Person;

ii)             such sole arbitrator shall proceed to determine the dispute, having regard to the provisions of this Agreement and the terms of the submission to arbitration and any other agreements the parties may have had respecting the arbitration or the matter in dispute;

iii)           the arbitration shall, subject to any express provision herein or in any submission to arbitration or other agreement of the parties affecting the same, be conducted in accordance with the provisions of the laws of Ontario applicable thereto and the provisions of the Arbitration Act, 1991 (Ontario) shall apply thereto;

iv)            the costs of the arbitration shall be awarded in the discretion of the sole arbitrator; and

v)             if such sole arbitrator fails to hear and determine the matter in dispute and render a decision in writing to the parties within 30 days after the appointment of such sole arbitrator, the Company may, by notice to the Delivery Person, cancel the appointment of such sole arbitrator, in which case either party may initiate new arbitration proceedings pursuant to this section (subject to the agreement of the other party to the commencement of new arbitration proceedings).

(d)           A party shall be entitled to prejudgment and postjudgment interest on any award for the payment of money and in connection with any award in the nature of a declaration relating to payments under this Agreement.  Such prejudgment interest in respect of an award in the nature of a declaration relating to payments under this Agreement shall accrue from the date on which such payments were payable.  Such prejudgment and postjudgment interest shall be at the prejudgment and postjudgment interest rate that would be applicable under the Courts of Justice Act, (Ontario), or successor legislation.  The arbitrator or arbitrators, as the case may be, shall include an award for such prejudgment and postjudgment interest in his, her or their final award.

(e)            The provisions of this Agreement and of this section requiring the determination of certain disputes by arbitration shall not operate to prevent recourse to the courts by any party as permitted by the Arbitration Act, 1991 (Ontario) with respect to injunctions, receiving orders and orders regarding the detention, preservation and inspection of property, or whenever enforcement of an award by the sole arbitrator or arbitrators, as the case may be, reasonably requires access to any remedy which an arbitrator has no power to award or enforce.  In all other respects an award by the sole arbitrator or arbitrators, as the case may be, shall be final and binding upon the parties and there shall be no appeal from the award of the arbitrator or arbitrators, as the case may be, on a question of law or any other question.

(f)            Notwithstanding that arbitration proceedings may have been commenced or that a dispute is being negotiated, the Delivery Person shall continue to pay all costs and fees payable by Delivery Person under this Agreement, including without limitation all amounts which are the subject of dispute, based upon the Company’s estimate or re-estimate of same (except where otherwise provided in this Agreement) until the dispute is finally determined.

(g)           The Arbitrator’s and arbitration fees will be apportioned equally between the parties.

22.2       The Company and the Delivery Person agree that disputes concerning the following sections shall be submitted to arbitration:

(a)           any dispute arising out of or related to this Agreement or termination of the Agreement and survives after the Agreement terminates;

(b)           all disputes between Delivery Person and the Company; and

(c)            all disputes between Delivery Person and the Company’s administrators, Affiliates, subsidiaries, parents, and all successors and assigns of any of them, including but not limited to any disputes arising out of or related to this Agreement and disputes arising out of or related to Delivery Person’s relationship with the Company, including termination of the relationship.

[FOR ELECTRONIC EXECUTION: By clicking “Submit Form”, Delivery Person expressly acknowledges that he or she has read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that he or she agrees to be bound by the terms and conditions of the Agreement, and that he or she is legally competent to enter into this Agreement with Company.]