Rover Technology Inc.
TECHNOLOGY SERVICES AGREEMENT
Last update: August 4, 2021
This Technology Services Agreement (“ Agreement ”) constitutes a legal agreement between you, an individual (“ you ”) and Rover Technology Inc. (“Rover”), a corporation established in Ontario, Canada having its offices at 1881 Steeles Ave. W. #356, Toronto, ON, Canada.
Rover provides the Services (as defined below) for the purpose of providing lead generation and an online platform to independent providers of delivery services. The Rover Services enable you (once authorized by Rover) to seek, receive and fulfill requests for delivery services from an authorized user of the Rover App (as defined below). You desire to enter into this Agreement for the purpose of accessing and using the Rover Services. For clarity, these terms apply to your use of the Rover Services for your provision of delivery services.
You acknowledge and agree that Rover is a technology services provider that does not provide
delivery services.
In order to use the Rover Services, you must agree to the terms and conditions that are set forth below. Upon your execution (electronic or otherwise) of this Agreement, you and Rover, shall be bound by the terms and conditions set forth herein.
1. Definitions
1.1 “ Addendum ” means an addendum to this Agreement setting forth additional Territory-specific and/or service-specific terms, as made available and as updated by Rover from time to time.
1.2 “ Cancellation Fee ” has the meaning set forth in Section 4.5.
1.3 “ Device ” means Your Device.
1.4 “ Delivery Fee ” has the meaning set forth in Section 4.1.
1.5 “ Delivery Recipient ” means the intended recipient of goods being delivered by you in connection with your Delivery Services.
1.6 “ Delivery Recipient Information ” means information about a Delivery Recipient made available to you in connection with a request for and use of Delivery Services, which may include delivery drop-off location, a Delivery Recipient’s name or company name, a Delivery Recipient’s contact information, a Delivery Recipient’s signature, and a Delivery Recipient’s photo, as well as any other relevant details specific to the items to be delivered.
1.7 “ Delivery Services ” means your provision of delivery services to or on behalf of Users via the Rover Services in the Territory using the applicable Transportation Method.
1.8 “ Negotiated Cancellation Fee ” has the meaning set forth in Section 4.5.
1.9 “ Provider App ” means the mobile application provided by (or under an agreement with) Rover that enables delivery providers to access the Rover Services for the purpose of seeking, receiving and fulfilling on-demand requests for delivery services by Users, as may be updated or modified from time to time.
1.10 “ Provider ID ” means the identification and password key assigned by Rover to you that enables you to use and access the Provider App.
1.11 “ Service Fee ” has the meaning set forth in Section 4.4.
1.12 “ Territory ” means the city or metro areas in which you are enabled by the Provider App to receive requests for Delivery Services.
1.13 “ Tolls ” means any applicable road, bridge, ferry, tunnel and airport charges and fees, including inner-city congestion, environmental or similar charges as reasonably determined by the Rover Services based on available information.
1.14 “ Transportation Method ” means a motor vehicle that: (a) meets the then-current Rover requirements for the delivery of the applicable items by you when using the Rover Services; and (b) Rover authorizes for your use for the purpose of providing Delivery Services. The Transportation Method does not include remotely-operated vehicles or devices that are not accompanied by you.
1.15 “ Rover App ” means the mobile application provided to authorized Users seeking on-demand requests for delivery services.
1.16 “ Rover Data ” means all data related to the access and use of the Rover Services hereunder, including all data related to Users (including User Information), all data related to Delivery Recipients (including Delivery Recipient Information), all data related to the provision of Delivery Services via the Rover Services and the Provider App, and the Provider ID.
1.17 “ Rover Services ” mean the electronic services provided by Rover, rendered via a digital technology platform, being on-demand lead generation and related services, that enable delivery providers to seek, receive and fulfill on-demand requests for delivery services by or on behalf of Users seeking delivery services; such Rover Services include access to the Provider App and Rover’s software, websites, payment services as described in Section 4 below, and related support services systems, as may be updated or modified from time to time.
1.18 “ User ” means an end user (an individual or an entity) authorized by Rover to use the Rover technology platform for the purpose of requesting Delivery Services offered by Rover’s delivery provider customers (for clarity, such Delivery Services may be obtained in either of the following ways by a User: (a) to receive specific goods from a third party (including goods purchased from a third party ( e.g. , a restaurant)), or (b) to deliver specific goods to a third party).
1.19 “ User Information ” means information about a User made available to you in connection with a request for and use of Delivery Services, which may include delivery pick-up location, delivery drop-off location, the User’s name or company name, the User’s contact information, the User’s signature, and the User’s photo, as well as any other relevant details specific to the items to be delivered.
1.20 “ Your Device ” means a mobile device owned or controlled by you: (a) that meets the then-current Rover specifications for mobile devices as set forth at https://myrover.io/become-a-driver/driver-registration-form-toronto
; and (b) on which the Provider App has been installed as authorized by Rover solely for the purpose of providing Delivery Services.
2. Use of the Rover Services
2.1 Provider IDs. Rover will issue you a Provider ID to enable you to access and use the Provider App on a Device in accordance with this Agreement. You agree that you will maintain your Provider ID in confidence and not share your Provider ID with any third party. You will immediately notify Rover of any actual or suspected breach or improper use or disclosure of your Provider ID or the Provider App.
2.2 Provision of Delivery Services. When the Provider App is active, User requests for Delivery Services may appear to you via the Provider App if you are available and in the vicinity of the User. The User request may also specify the User’s required deadline for your completion of the Delivery Services. If you accept a User’s request for Delivery Services, the Rover Services will provide you with certain User Information, Delivery Recipient Information, and User instructions via the Provider App, including (as applicable) the User’s first name or company name and the pickup and drop-off location of the applicable goods to be delivered. In order to enhance User satisfaction with the Provider App and your Delivery Services, it is recommended that you (i) follow the User instructions for pickup and drop-off details ( e.g. , the location within the building address to pick-up/drop-off a package, etc.) and (ii) wait at least ten (10) minutes for a User or Delivery Recipient to appear at the requested pick-up or drop-off location. You acknowledge and agree that once you have accepted a User’s request for Delivery Services, Rover’s technology platform may provide certain information about you to the User and Delivery Recipient, including your first name, contact information, photo and location, and as applicable, information about your Transportation Method. You shall not contact any Users or Delivery Recipients or use any User Information or Delivery Recipient Information or any of the User’s or the Delivery Recipient’s personal data collected in the course of providing the Delivery Services for any reason other than for the purposes of fulfilling Delivery Services. As between Rover and you, you acknowledge and agree that: (a) you shall be solely responsible for determining the most effective, efficient and safe manner to perform each instance of Delivery Services; and (b) except for the Rover Services , you shall provide all necessary equipment, tools and other materials, at your own expense, necessary to perform Delivery Services. Additionally, depending on the type of Delivery Services you are providing, you acknowledge that you may need to acquire third party inventory from various locations from time to time in order to fulfill certain requests for Delivery Services. Additional terms may apply to your provision of Delivery Services as set forth in an Addendum.
2.3 Your Relationship with Users and Delivery Recipients. You acknowledge and agree that your provision of Delivery Services to Users creates a direct business relationship between you and the User, to which Rover is not a party. Rover is not responsible or liable for the actions or inactions of a User or Delivery Recipient in relation to your activities or your Transportation Method. You shall have the sole responsibility for any obligations or liabilities to Users, Delivery Recipients or other third parties that arise from your provision of Delivery Services. You acknowledge and agree that: (a) 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, a Delivery Recipient or other third party; and (b) Rover may release your contact and/or insurance information to a User or Delivery Recipient upon such User or Delivery Recipient’s reasonable request ( e.g. , in connection with an accident).
2.4 Your Relationship with Rover. You acknowledge and agree that Rover’s provision to you of the Provider App and the Rover Services creates a legal and direct business relationship between Rover and you. Rover 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 Delivery Services, your acts or omissions, or your operation and maintenance of your Transportation Method. You retain the sole right to determine when, where, and for how long you will utilize the Provider App or the Rover Services. You retain the option, via the Provider App, to attempt to accept or to decline or ignore a Rover’s request for Delivery Services via the Rover Services, or to cancel an accepted request for Delivery Services via the Provider App, subject to Rover’s then-current cancellation policies. You will not: (a) display Rover’s names, logos or colours on your Transportation Method; or (b) wear a uniform or any other clothing displaying Rover’s names, logos or colours. The foregoing does not apply if you and Rover have agreed otherwise or if so required by law. You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities. You shall have the right to provide a substitute to provide the Delivery Services on your behalf, subject to and conditional upon the prior written approval of Rover. For the sake of clarity, you understand that you retain the complete right to: (i) use other software application services in addition to the Rover Services; and (ii) engage in any other occupation or business. Rover retains the right to deactivate or otherwise restrict you from accessing or using the Provider App or the Rover Services in the event of a violation or alleged violation of this Agreement, your disparagement of Rover, or your act or omission that causes harm to Rover’s or its Affiliates’ brand, reputation or business as determined by Rover.
2.5 Ratings.
2.5.1 You acknowledge and agree that: (a) after completion of an instance of DeliveryServices, a User and/or Delivery Recipient may be prompted by Rover’s technology platform to provide a rating of you related to such Delivery Services and, optionally, to provide comments or feedback about you and related to such Delivery Services; and (b) after providing Delivery Services, you will be prompted by the Provider App to provide a rating of the User and, optionally, to provide comments or feedback about the User. You shall provide your ratings and feedback in good faith.
2.5.2 You acknowledge that Rover desires that Users have access to high-quality services via Rover’s technology platform. In order to continue to receive access to the Provider App and the Rover Services, you must maintain an average rating that exceeds the minimum average acceptable rating established by Rover for your Territory, as may be updated from time to time by Rover in its sole discretion (“ Minimum Average Rating ”). Your average rating is intended to reflect Users’ satisfaction with your Delivery Services rather than your compliance with any of Rover’s policies or recommendations. In the event your average rating falls below the Minimum Average Rating, Rover will notify you and may provide you, in Rover’s discretion, a limited period of time to raise your average rating above the Minimum Average Rating. If you do not increase your average rating above the Minimum Average Rating within the time period allowed (if any), Rover reserves the right to deactivate your access to the Provider App and the Rover requests for Delivery Services while you are logged in to the Provider App creates a negative experience for Users of Rover’s technology platform. If you do not wish to accept User requests for Delivery Services for a period of time, you agree that you will log off the Provider App.
2.5.3 Rover reserves the right to use, share and display your, User and Delivery Recipient ratings and comments in any manner in connection with the business of Rover without attribution to you or your approval. You acknowledge and agree that Rover are distributors (without any obligation to verify) and not publishers of your, User and Delivery Recipient ratings and comments, provided that Rover reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws, or Rover’s content policies.
2.6 Devices. You are required to use Your Devices to access the Provider App and: (i) you are responsible for the acquisition, cost and maintenance of Your Devices as well as any necessary wireless data plan; and (ii) Rover shall make available the Provider App for installation on Your Device. Rover hereby grants you a personal, non-exclusive, non-transferable license to install and use the Provider App on Your Device solely for the purpose of providing Delivery Services. You agree to not provide, distribute or share, or enable the provision, distribution or sharing of, the Provider App (or any data associated therewith) with any third party. The foregoing license grant shall immediately terminate and you will delete and fully remove the Provider App from Your Device in the event that you cease to provide Delivery Services using Your Device. You agree that: (i) use of the Provider App on Your Device requires an active data plan with a wireless carrier associated with Your Device, which data plan will be provided by you at your own expense; and (ii) use of the Provider App on Your Device as an interface with the Rover Services may consume very large amounts of data through the data plan. Rover recommends that Your Device only be used under a data plan with unlimited or very high data usage limits, and Rover shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan.
2.7 Location Based Services. You acknowledge and agree that your geo-location information must be provided to the Rover Services via a Device in order to provide Delivery by the Rover Services while the Provider App is running; and (b) your approximate location will be displayed to the User and Delivery Recipient before and during the provision of Delivery Services to the User. In addition, Rover may monitor, track and share with third parties your geo-location information obtained by the Provider App and Device for safety, security, technical, marketing and commercial purposes, including to provide and improve their products and services.
3. You and Your Transportation Method
3.1 Your Requirements. You acknowledge and agree that at all times, you shall: (a) hold and maintain (i) a valid applicable license with the appropriate level of certification to operate your Transportation Method ( e.g. , a driver’s license if your Transportation Method is a motor vehicle), and (ii) all licenses, permits, approvals and authority applicable to you that are necessary to provide delivery services to third parties in the Territory; (b) provide the Delivery Services in a professional manner with due skill, care and diligence; and (c) maintain high standards of professionalism, service and courtesy. You acknowledge and agree that you may be subject to certain background and driving record checks from time to time in order to qualify to provide, and remain eligible to provide, Delivery Services. You acknowledge and agree that Rover reserves the right, at any time in Rover’s sole discretion, to deactivate or otherwise restrict you from accessing or using the Provider App or the Rover Services if you fail to meet the requirements set forth in this Agreement.
3.2 Transportation Method Requirements. You acknowledge and agree that your Transportation Method will at all times be: (a) properly registered and licensed to operate as a delivery vehicle in the Territory (if your Transportation Method is a vehicle); (b) owned or leased by you, or otherwise in your lawful possession; (c) suitable for performing the Delivery Services contemplated by this Agreement; and (d) maintained in good operating condition, consistent with industry safety and maintenance standards for a Transportation Method of its kind and any additional standards or requirements in the applicable Territory, and in a clean and sanitary condition.
3.3 Documentation. To ensure your compliance with all requirements in Sections 3.1 and authority, registrations and certifications prior to your provision of any Delivery Services. Thereafter, you must submit to Rover written evidence of all such licenses, permits, approvals, authority, registrations and certifications as they are renewed. Rover shall, upon request, be entitled to review such licenses, permits, approvals, authority, registrations and certifications from time to time, and your failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement. Rover reserves the right to independently verify your Documentation from time to time in any way Rover deems appropriate in its reasonable
4. Financial Terms
4.1 Delivery Fee Calculation and Your Payment. You are entitled to charge a delivery fee for each instance of completed Delivery Services provided to a User that are obtained via the Rover Services ( “Delivery Fee” ), where such Delivery Fee is, as applicable: (a) calculated based upon a base delivery fee amount plus distance (as determined by Rover using location-based services enabled through the Device) and/or time amounts; or (b) a flat fee, each as detailed for the applicable Territory (“ Delivery Fee Calculation ”). You acknowledge that the Delivery Fee is the only payment you will receive in connection with your provision of Delivery Services and that neither the Delivery Fee nor the Delivery Fee Calculation includes any gratuity. You: (i) appoint Rover as your limited payment collection agent solely for the purpose of accepting the Delivery Fee, applicable taxes and fees from the User on your behalf via the payment processing functionality facilitated by the Rover Services that are related to your provision of Delivery Services; and (ii) agree that payment made by User to Rover shall be considered the same as payment made directly by User to you. In addition, the parties acknowledge and agree that as between you and Rover, the Delivery Fee is a recommended amount, and the primary purpose of the pre-arranged Delivery Fee is to act as the default amount in the event you do not negotiate a different amount. You shall always have the right to: (i) charge a delivery fee that is less than the pre-arranged Delivery Fee; or (ii) negotiate, at your request, a Delivery Fee that is lower than the pre-arranged Delivery Fee (each of (i) and (ii) herein, a “ Negotiated Delivery Fee ”). Rover shall consider all such requests from you in good faith. Rover agrees to remit, or cause to be remitted, to you on at least a weekly basis: (a) the Delivery Fee less the applicable Service Fee; (b) depending on the region, certain taxes and ancillary fees. If you have separately agreed that other amounts may be deducted from the Delivery Fee prior to remittance to you ( e.g. , vehicle financing payments, lease payments, mobile device usage charges, government fees and charges, etc.), the order of any such deductions from the Delivery Fee (as between you and Rover) is to be determined exclusively by Rover.
When you receive a Delivery Service request, the Provider App will display an amount (“Upfront Price”) which represents the total Delivery Fee, including your portion. You retain the sole and complete discretion to accept or reject this Delivery Service request. The Delivery Fee includes amounts based on distances estimated to be travelled, time estimated to be spent travelling, and estimated wait times at the pickup and drop-off locations, which may be based upon an efficient routing. It also includes any applicable additional amounts based on attributes such as supply and demand (e.g., surge amounts or boost multiplier). If the User pays you for your Delivery Services an amount over and above the Delivery Fee amount reflected by the initially displayed Upfront Price, that additional amount also forms part of the Delivery Fee. You may receive additional requests to pick up one or more additional orders from the same User (e.g., a single office location seeking to send multiple meals to multiple Delivery Recipients). In such cases, the Provider App will display an additional Upfront Price for each individual delivery, and you retain the sole and complete discretion to accept or reject each additional Delivery Service request. Delivery Fees and the Upfront Price do not reflect or include any gratuity which a Delivery Recipient may, in their sole discretion, decide to provide you.
4.2 Changes to Delivery Fee Calculation. Rover reserves the right to change the Delivery Fee Calculation at any time in Rover’s discretion based upon local market factors. Continued use of the Rover Services after any such change in the Delivery Fee Calculation shall constitute your consent to such change.
4.3 Delivery Fee Adjustment. Rover reserves the right to: (i) adjust the Delivery Fee for a particular instance of Delivery Services ( e.g. , you took an inefficient route, you failed to properly end a particular instance of Delivery Services in the Provider App, technical error in the Rover Services, etc.); or (ii) cancel the Delivery Fee for a particular instance of Delivery Services ( e.g. , a communicated User deadline for completion of Delivery Services was not met, User is charged for Delivery Services that were not provided, in the event of a User or Delivery Recipient complaint, fraud, etc.). Rover’s decision to reduce or cancel the Delivery Fee in any such manner shall be exercised in a reasonable manner.
4.4 Service Fee. In consideration of Rover’s provision of the Provider App and the Rover Services for your use and benefit hereunder, you agree to pay Rover a service fee on a per Delivery Services transaction basis calculated as a percentage of the Delivery Fee determined by the Delivery Fee Calculation (regardless of any Negotiated Delivery Fee), as provided to you via email or otherwise made available electronically by Rover from time to time for the applicable Territory (“ Service Fee ”). Unless regulations applicable to your Territory require otherwise, taxes will be calculated and charged on the Delivery Fee and Rover shall calculate the Service Fee based on the Delivery Fee inclusive of such taxes. Rover reserves the right to change the Service Fee at any time in Rover’s discretion based upon local market factors, and Rover will provide you with notice in the event of such change. If Rover increases the Service Fee, you have the right to terminate the Agreement immediately, without notice. Continued use of the Rover Services after any such change in the Service Fee calculation shall constitute your consent to such change.
4.5 Cancellation Charges. You acknowledge and agree that Users may elect to cancel requests for Delivery Services that have been accepted by you via the Provider App at any time prior to your arrival at the drop-off location. In the event that a User cancels an accepted request for Delivery Services or the package is not available for your pick-up based on Rover’s then-current policies with respect to the foregoing, Rover may charge the User a cancellation fee on your behalf. If charged, this cancellation fee shall be deemed the Delivery Fee for the cancelled Delivery Services for the purpose of remittance to you hereunder (“Cancellation Fee”). The parties acknowledge and agree that as between you and Rover, this Cancellation Fee is a recommended amount, and the primary purpose of such Cancellation Fee is to act as the default amount in the event you do not negotiate a different amount. You shall always have the right to: (i) charge a cancellation fee that is less than the Cancellation Fee; or (ii) negotiate, at your request, a cancellation fee that is lower than the Cancellation Fee (each of (i) and (ii) herein, a “ Negotiated Cancellation Fee ”). If charged, the Cancellation Fee (regardless of any Negotiated Cancellation Fee) shall be deemed the Delivery Fee for the cancelled Delivery Services for the purpose of remittance to you hereunder and Section 4.4. shall apply.
4.6 Receipts. As part of the Rover Services, Rover provides you with a system for the delivery of receipts to Users for Delivery Services rendered. Upon your completion of Delivery Services for a User, Rover prepares an applicable receipt and issues such receipt to the User via email on your behalf. Such receipts are also provided to you via the online portal available to you through the Rover Services. Receipts include the breakdown of amounts charged to the User for Delivery Services and may include specific information about you, including your name, contact information and photo, as well as a map of the route you took. Any corrections to a User’s receipt for Delivery Services must be submitted to Rover in writing within three (3) business days after the completion of such Delivery Services. Absent such a notice, Rover shall not be liable for any mistakes in or corrections to the receipt or for recalculation or disbursement of the Delivery Fee.
4.7 No Additional Amounts. You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, Rover may seek to attract new Users to increase existing Users’ use of Rover’s technology platform. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement. You acknowledge that the Rover Services do not provide Delivery Recipients or Users the ability to apply a gratuity through the Rover Services, as the Delivery Fees are full payment for your Delivery Services. In the event that a User pays Rover valid gratuity on your behalf, Rover will transmit such gratuity to you and will not retain any portion of that gratuity. With regard to cash gratuities provided by a User or Delivery Recipient directly to you, no portion of that gratuity is owed to or should be paid to Rover.
4.8 Taxes. 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 Delivery Services as required by applicable law; and (b) provide Rover with all relevant tax considerations, collect and remit taxes resulting from your provision of Delivery Services and/or provide any of the relevant tax information you have provided pursuant to the requirement mentioned above, directly to the applicable governmental tax authorities on your behalf or otherwise.
5. Proprietary Rights; License
5.1 License Grant. Subject to the terms and conditions of this Agreement, Rover hereby grants you a non-exclusive, royalty-free, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use the Rover Services (including the Provider App on a Device) solely for the purpose of providing Delivery Services to Users and tracking resulting Delivery Fees and fees. All rights not expressly granted to you are reserved by Rover, its Affiliates and their respective licensors.
5.2 Restrictions. You 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 Rover Services, Provider App; (b) modify or make derivative works based upon the Rover Services or Provider App; (c) improperly use the Rover Services or Provider App, including creating Internet “links” to any part of the Rover Services or Provider App, “framing” or “mirroring” any part of the Rover Services or Provider App on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Rover Services or Provider App; (d) reverse engineer, decompile, modify, or disassemble the Rover Services or Provider App, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited Rover Services or Provider App to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Rover Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Rover Services; or (iv) attempt to gain unauthorized access to the Rover Services or its related systems or networks.
5.3 Ownership. The Rover Services, Provider App and Uber Data, including all intellectual property rights therein, are and shall remain (as between you and Rover) the property of Rover, its Affiliates or their respective licensors. Neither this Agreement nor your use of the Rover Services, Provider App or Rover Data conveys or grants to you any rights) in or related to the Rover Services, Provider App or Rover Data, except for the limited license granted above. Other than as specifically permitted by Rover in connection with the Rover Services, you are not permitted to use or reference in any manner Rover’s, its Affiliates’, or their respective licensors’ 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 “ ROVER Marks and Names ”) for any commercial purposes. You agree that you will not try to register or otherwise use and/or claim ownership in any of the ROVER Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services.
6. Confidentiality
6.1 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 Rover Data, Provider IDs, User Information, Delivery Recipient Information, package information, and the transaction volume, 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 that it should be treated as confidential.
6.2 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 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 Rover, its internal record-keeping requirements).
6.3 Notwithstanding the foregoing, Confidential Information shall not include anyinformation 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; or (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto.
7. Privacy
7.1 Disclosure of Your Information. Subject to applicable law, and notwithstanding Section and/or relevant authorities and/or regulatory agencies any information (including personal information ( e.g. , information obtained about you through any background check), Confidential Information, and any Rover Data) about you or any Delivery Services provided hereunder if: (a) there is a complaint, dispute or conflict, including an accident, between you and a User or you and a Delivery Recipient; (b) it is necessary to enforce the terms of this Agreement; (c) it is required, in Rover’s sole discretion, by applicable law or regulatory requirements ( e.g. , Rover receives a subpoena, warrant, or other legal process for information); or (d) it is necessary, in Rover’s or any Affiliate’s sole discretion, to (1) protect the safety, rights, property or security of Rover, the Rover Services or any third party; (2) to protect the safety of the public for any reason including the facilitation of insurance claims related to the Rover Services; (3) to detect, prevent or otherwise address fraud, security or technical issues; (4) to prevent or stop activity which Rover, in their sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity; or (e) it is required or necessary, in Rover’s or any Affiliate’s sole discretion, for insurance or other purposes related to your ability to qualify, or remain qualified, to use the Rover Services. You understand that Rover may retain your personal data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated.
7.2 Rover may collect your personal data during the course of your application for, and use of, the Rover Services, or may obtain information about you from third lead generation, service development and improvement, analytics, industry and market research, and such other purposes consistent with Rover’s legitimate business needs. You expressly consent to such use of personal data.
7.3 Rover processes personal data (including that referenced in Section 2.7above) as provided in the privacy policy located at https://myrover.io/privacy-policy
8. Insurance
8.1 Prior to doing business with Rover you agree to obtain the coverage required by Section 8.2 below at your sole cost and expense. You agree to review the terms and conditions of such coverage to ensure that it provides the amounts of coverage required by Section 8.2 while you are using a vehicle to provide Delivery Services. As between you and Rover, it is your sole responsibility to inform your insurer of the use of your vehicle while providing Delivery Services.
8.2 You agree to maintain during the term of this Agreement on all vehicles operated by you under this Agreement motor vehicle liability insurance that provides protection against bodily injury and property damage to yourself, and third parties at levels of coverage that satisfy the minimum requirements to operate a motor vehicle on the public roads within the Territory. You agree to provide Rover a copy of the insurance policy, policy declarations, certificate of motor vehicle liability insurance and proof of premium payment for the insurance policy required in this Section 8.2 upon request. Furthermore, you must provide Rover with written notice of cancellation of any insurance policy required by Rover. Rover 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 Section 8.2 at all times.
8.3 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 Company that you are a self-employed individual (including from a labour and social security perspective)). If permitted by applicable law, you may choose to insure yourself against industrial 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 industrial injuries at all, but do so at your own risk.
8.4 You understand and acknowledge that your motor vehicle 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 for any Delivery Services you provide pursuant to this Agreement. If you have any questions or concerns about the scope or applicability of your own insurance coverage, it is your responsibility, not Rover’s, to resolve them with your insurer(s).
8.5 Rover may maintain during the term of this Agreement insurance related to your provision of Delivery Services as determined by Rover in its reasonable discretion, provided that Rover is not required to provide you with any specific insurance coverage for any loss to you or your vehicle. Should Rover procure insurance related to your provision of Delivery Services, Rover may cancel such coverage at its sole discretion at any time. You are required to promptly notify Rover of any accidents that occur while providing Delivery Services and to cooperate and provide all necessary information related thereto.
9. Representations and Warranties; Disclaimers
9.1 By You. 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, licences, registrations and other governmental authorizations necessary to provide (i) Delivery Services using the Transportation Method pursuant to this Agreement, and (ii) delivery services to third parties in the Territory generally.
9.2 Disclaimer of Warranties. This Section 9.2 applies only to the maximum extent permitted by applicable law, and does not (and it not intended to) override any rights that you have pursuant to applicable law. Rover provide, and you accept, the Rover Services, Provider App on an “as is” and “as available” basis. Rover does not represent, warrant or guarantee that your access to or use of the Rover Services, Provider App: (a) will be uninterrupted or error free; or (b) will result in any requests for Delivery Services. Rover functions as an on-demand lead generation and related service only and make no representations, warranties or guarantees as to the actions or inactions of Users or Delivery Recipients who may request or receive Delivery Services from you, and Rover does not screen or otherwise evaluate Users or Delivery Recipients. By using the Rover Services and Provider App, you acknowledge and agree that you may be introduced to a third party 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 Rover Services or Provider App. Rover does not represent, warrant or guarantee the safety of any items provided to you for Delivery Services. Notwithstanding Rover’s appointment as the limited payment collection agent of you for the purpose of accepting payment from Users on your behalf as set forth in Section 4 above, Rover expressly disclaims all liability for any act or omission of you, any User, any Delivery Recipient or other third party.
9.3 No Service Guarantee. This Section 9.3 applies only to the maximum extent permitted by applicable law, and does not (and is not intended to) override any rights that you have pursuant to applicable law. Rover does not guarantee the availability or uptime of the Rover Services or Provider App. You acknowledge and agree that the Rover Services or Provider App may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the Rover Services or Provider App may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and Rover is not responsible for any delays, delivery failures, or other damages, liabilities or losses resulting from such problems.
10. Indemnification
10.1 Generally. You shall indemnify, defend (at Rover’s option) and hold harmless Rover and it’s respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) your breach of your representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Users, Delivery Recipients, regulators and governmental authorities) directly or indirectly related to your provision of Delivery Services or use of the Rover Services.
10.2 Tax Indemnity. You shall comply with all of your obligations under tax and social security laws to the extent applicable to this Agreement. You shall indemnify Rover from all tax liabilities, duties, levies, claims and penalties that may be imposed on you or on Rover as a result of your failure to comply with any of your tax include taxes, wages or other duties or withholdings (including any wage tax, social insurance premiums or employee insurance premiums) arising in the event that the relationship described in this Agreement, contrary to the intention and meaning of the parties, should be held to be an employment agreement between Rover and you by the fiscal or social security authority of any other country.
11. Limits of Liability
This Section 11 applies only to the maximum extent permitted by applicable law and does not (and is not intended to) override any rights that you have pursuant to applicable law. Rover shall not be liable under or related to this Agreement for any of the following, whether based on contract, tort or any other legal theory, even if a party has been advised of the possibility of such damages: (i) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or (ii) your or any third party’s property damage or loss, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage. Except for the obligations on Rover to pay amounts due to you pursuant to Section 4 above, but subject to any limitations or other provisions contained in this Agreement which are applicable thereto, in no event shall the liability of Rover under this Agreement exceed the amount of Service Fees actually paid to or due to Rover hereunder in the six (6) month period immediately preceding the event giving rise to such claim.
You acknowledge and agree that any and all claims you have or purport to have against Rover should be notified to Rover within one (1) year after the event(s) that gave rise to such claim and that you forfeit all rights in respect of that claim if you fail to do so. These limitations do not purport to limit liability that cannot be excluded under applicable law.
12. Term and Termination
12.1 Term. This Agreement shall commence on the date executed by you (electronically or otherwise) and shall continue until terminated as set forth herein.
12.2 Termination. Either party may terminate this Agreement: (a) without cause at any time upon seven (7) days prior written 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, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Rover may terminate this Agreement or deactivate your Provider ID immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of Rover, to provide Delivery Services or to operate your Transportation Method, or as otherwise set forth in this Agreement.
12.3 Effect of Termination. Upon termination of the Agreement, you shall: (a) immediately delete and fully remove the Provider App from any of Your Devices. Outstanding payment obligations and Sections 1, 2.3, 2.5.3, 4.7, 4.8, 5.3, 6, 7, 9, 10, 11, 12.3, 13, 14 and 15 shall survive the termination of this Agreement.
13. Relationship of the Parties
13.1 Except as otherwise expressly provided herein with respect to Rover acting as the limited payment collection agent solely for the purpose of collecting payment from Users on your behalf, the relationship between the parties under this Agreement is solely that of independent contractors. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship (including from a labour law, tax law or social security law perspective), between Rover and you; and (b) no joint venture, partnership, or agency relationship exists between Rover and you.
13.2 You have no authority to bind Rover and you undertake not to hold yourself out as an employee, worker, agent or authorized representative of Rover Where, by implication of mandatory law or otherwise, you may be deemed an employee, worker, agent or representative of Rover, you undertake and agree to indemnify, defend (at Rover’s option) and hold Rover harmless from and against any claims by any person, entity, regulators or governmental authorities based on such implied employment, agency or representative relationship.
13.3 You expressly acknowledge and agree that by agreeing to the terms and conditions of this Agreement you intend to perform Delivery Services in a non-incidental manner and, as such, Rover will consider you to be a taxable person in accordance with all applicable HST/GST and indirect tax legislation.
14. Miscellaneous Terms
14.1 Modification. Rover reserves the right to modify the terms and conditions of this Agreement at any time, effective upon publishing an updated version of this Agreement on the online portal available to you on the Rover Services. Rover reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by using the Rover Services, or downloading, installing or using the Provider App, you are bound by any future amendments and additions to information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Delivery Fee Calculations. Continued use of the Rover Services or Provider App after any such changes shall constitute your consent to such changes. Unless changes are made to the arbitration provisions herein, you acknowledge and agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration.
14.2 Supplemental Terms. Supplemental terms may apply to your use of the Rover Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“ Supplemental Terms ”). You may be presented with certain Supplemental Terms from time to time. Supplemental 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.
14.3 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable (part of the) provision with a (part of a) provision that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable (part of the) provision, given the contents and purpose of this Agreement.
14.4 Assignment. You may not assign or transfer this Agreement or any of your rights or obligations hereunder, in whole or in part, without the prior written consent of Rover. Rover 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 consent or notification.
14.5 Entire Agreement. This Agreement, including the recitals and all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.
14.6 No Third Party Beneficiaries except for Rover. You acknowledge that there are no third party beneficiaries to this Agreement, except for Rover. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims, except with respect to Rover.
14.7 Notices. Any notice delivered by Rover to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you on the Rover Services. Any notice delivered by you to Rover under this Agreement will be delivered by contacting Rover at legal@myrover.io Additional Territory-specific notices may be required from time to time.
15. Governing Law, Arbitration.
Except as otherwise set forth in this Agreement, this Agreement shall be governed by and construed in accordance with the laws of The Province of Ontario, Canada. Any dispute, conflict or controversy, howsoever arising out of or broadly in connection with or relating to this Agreement, including those relating to its validity, its construction or its enforceability, shall be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules (“ ICC Mediation Rules ”). If such dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ ICC Arbitration Rules ”). The ICC Rules’ Emergency Arbitrator provisions are excluded. The dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place of arbitration shall be Toronto, Canada. The language of the arbitration shall be English. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the ICC, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.
Nothing herein limits or excludes (nor is intended to limit or exclude) any statutory rights that you may have under applicable law that cannot be lawfully limited or excluded. By clicking “I agree” or signing below (as such may be required by applicable law), you expressly acknowledge that you have read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that you agree to be bound by the terms and conditions of the Agreement, and that you are legally competent to enter into this Agreement with Rover.
Your Signature: ____________________________
Name: ____________________________________
Date: _____________________________________