Terms & Conditions

DRYVE PLUS Platform Terms Of Service Agreement

Last Updated: May 14, 2024

THIS TERMS OF SERVICE AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND DRYVE DELIVERY SERVICES INC. REGARDING ACCESS AND USE OF DRYVE’S WEBSITE LOCATED AT WWW.DRYVEDELIVERY.COM, AND ANY SUBDOMAINS AND FUTURE VERSIONS (THE “WEBSITE”) AS WELL AS DRYVE MOBILE APPLICATIONS (THE “DRYVE PLUS PLATFORM APP”) (TOGETHER THE DRYVE PLUS PLATFORM APP AND THE WEBSITE CONSTITUTE THE “DRYVE PLUS PLATFORM”).

THESE TERMS OF SERVICE APPLY TO EVERY USER OF THE DRYVE PLUS PLATFORM, INCLUDING USERS WHO ARE VENDORS OF GOODS OR PROVIDERS OF COURIER SERVICES TO OTHER USERS OF THE DRYVE PLUS PLATFORM, USERS WHO PURCHASE GOODS OR SERVICES THROUGH THE DRYVE PLUS PLATFORM, USERS WHO DOWNLOAD THE DRYVE PLUS PLATFORM APP AND USERS WHO VIEW THE CONTENT AVAILABLE ON OR THROUGH THE WEBSITE. YOU MUST BE THE AGE OF MAJORITY IN YOUR LEGAL JURISDICTION IN ORDER TO OFFER, PURCHASE, OR TRANSACT ANY GOOD OR SERVICE THROUGH THE DRYVE PLUS PLATFORM.

IF YOU ARE USING THE DRYVE PLUS PLATFORM ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT PERSON OR ENTITY TO THESE TERMS OF SERVICE. THE TERM(S) “USER”, “YOU” OR “YOUR” REFER TO THE PERSON OR LEGAL ENTITY USING THE DRYVE PLUS PLATFORM OR DRYVE SERVICES.

YOU ACKNOWLEDGE AND AGREE THAT THE DRYVE PLUS PLATFORM AND THE DRYVE SERVICES ARE MADE AVAILABLE ONLY TO FACILITATE ORDERING AND COMMUNICATION BETWEEN ARMS-LENGTH VENDORS AND PURCHASERS. YOU UNDERSTAND THAT DRYVE’S TECHNOLOGY AND SERVICES FACILITATE THESE TRANSACTIONS IN CERTAIN JURISDICTIONS ONLY AND THAT DRYVE IS NOT A VENDOR OR COURIER AND DRYVE IS NOT RESPONSIBLE FOR FULFILLING ORDERS PLACED BY CUSTOMERS WITH VENDORS OR COURIERS.

TO VIEW AND RETAIN A COPY OF THIS AGREEMENT, YOU WILL NEED A DEVICE SUCH AS A COMPUTER OR MOBILE PHONE, INTERNET ACCESS, AND A PRINTER OR STORAGE SPACE ON SUCH DEVICE.

BY ACCESSING OR USING THE DRYVE PLUS PLATFORM IN ANY CAPACITY, YOU ARE DEEMED TO HAVE READ AND ACCEPTED THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, THEN YOU MAY NOT ACCESS OR USE THE DRYVE PLUS PLATFORM OR DRYVE SERVICES OR ANY OF THEIR CONTENT.

THIS AGREEMENT CONTAINS DISCLAIMERS AND LIMITATIONS OF LIABILITY, AND MANDATORY PROCESSES REQUIRING ALL CLAIMANTS TO ATTEMPT ALTERNATIVE DISPUTE RESOLUTION BEFORE BRINGING ANY COURT ACTION INCLUDING A REPRESENTIVE ACTION OR CLASS PROCEEDING.

THESE TERMS OF SERVICE ARE SUBJECT TO CHANGE BY DRYVE AT ITS SOLE DISCRETION AT ANY TIME TO THE FULLEST EXTENT PERMITTED BY LAW. WHEN CHANGES ARE MADE, DRYVE WILL MAKE A NEW COPY OF THE TERMS OF SERVICE AVAILABLE ON THE DRYVE PLUS PLATFORM. WE WILL ALSO UPDATE THE “LAST UPDATED” DATE AT THE TOP OF THE TERMS OF SERVICE. ANY CHANGES TO THE TERMS OF SERVICE WILL BE EFFECTIVE IMMEDIATELY AFTER POSTING NOTICE OF SUCH CHANGES ON THE DRYVE PLUS PLATFORM, AND DRYVE MAY REQUIRE YOU TO PROVIDE CONSENT TO THE UPDATED TERMS OF SERVICE BEFORE FURTHER USE OF THE DRYVE PLUS PLATFORM AND/OR THE DRYVE SERVICES IS PERMITTED. YOUR CONTINUED USE OF THE DRYVE PLUS PLATFORM AND/OR DRYVE SERVICES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGE(S). IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE DRYVE PLUS PLATFORM AND/OR THE DRYVE SERVICES. CHECK THE DRYVE PLUS PLATFORM REGULARLY TO VIEW THE MOST CURRENT TERMS OF SERVICE.

1. Contractual Agreement

These Terms of Service form a contractual agreement between you and DRYVE DELIVERY SERVICES INC., a company incorporated under the laws of the Province of Ontario in Canada. The use of the terms “DRYVE”, “us”, “we” or “our” means DRYVE DELIVERY SERVICES INC.

2. DRYVE PLUS Platform

The DRYVE PLUS Platform facilitates the ordering by consumers/end users of the DRYVE PLUS Platform (“Customers”) of food and other products (collectively “Goods”) offered by business owners through the platform (“Vendors”) and the delivery of such Goods through independently contractors who are also users of the DRYVE PLUS Platform (the “Couriers”). Customers, Vendors and Couriers constitute “Users” of the DRYVE PLUS Platform and these Terms of Service apply to all Users, and the activities carried out by Users through the DRYVE PLUS Platform constitute the “Services” governed by these Terms of Service.

3. Privacy Policy

Important information about DRYVE’s practices on the collection, use and disclosure of Users’ personal information submitted via the Website or the DRYVE PLUS Platform App is governed by our Privacy Policy, the terms of which are incorporated into this Terms of Service. The current version of our Privacy Policy in effect can be viewed at: https://www.dryvedelivery.com/privacypolicy (“Privacy Policy”).

4. Additional Agreements

In addition to these Terms of Service and the Privacy Policy, Vendors and Couriers may be subject to additional and separate contractual agreements with DRYVE with respect to the goods and services offered by such Users. In the event of any conflict between these Terms of Services and any separate agreement you have with DRYVE, the terms of the separate DRYVE agreement will override these Terms of Services to the extent necessary to give effect to the terms of the separate agreement.

5. Availability

The DRYVE PLUS Platform and/or specific services may not be available at all or any times and in all or any jurisdictions. Nothing on the DRYVE PLUS Platform constitutes an offer or solicitation by DRYVE to buy or sell any product or service.

6. Additional Terms for DRYVE PLUS Platform App

The following additional terms and conditions apply to you if you are using a DRYVE PLUS Platform App. You acknowledge and agree that:

  • These Terms of Service are entered into between you and DRYVE. Neither Apple, Inc. (“Apple”) nor Google, Inc. (“Google”) (collectively, the “download service providers”) are parties to this Terms of Service agreement nor will they have obligations with respect to the DRYVE PLUS Platform App. DRYVE is solely responsible for the DRYVE PLUS Platform App, including maintenance and support. However, the download service providers, along with their respective subsidiaries, are third-party beneficiaries of these Terms of Service.
  • Upon your acceptance of these Terms of Service, the download service provider used to obtain the DRYVE PLUS Platform App will have the right to enforce these Terms of Service against you. If DRYVE fails to conform to any applicable warranty, you may notify the download service provider used to obtain the DRYVE PLUS Platform App and they will refund the purchase price (if any) of the DRYVE PLUS Platform App in accordance with their policies, and, to the maximum extent permitted by applicable law, the download service provider used to obtain the DRYVE PLUS Platform App will have no other warranty obligation whatsoever with respect to the application and, as between the download service provider used to obtain the DRYVE PLUS Platform App and DRYVE, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to confirm to any warranty is DRYVE’s responsibility.
  • You and DRYVE hereby acknowledge that DRYVE, and not the download service provider used to obtain the DRYVE PLUS Platform App, is responsible for addressing any claims related to the DRYVE PLUS Platform App, including third-party claim, and including but not limited to:
    • Product liability claims,
    • Any claim that the DRYVE PLUS Platform App fails to conform to any applicable legal or regulatory requirement, and,
    • Claims arising under consumer protection or similar laws.
  • You and DRYVE hereby acknowledge that in the event of any third-party claim that the DRYVE PLUS Platform App or your possession or use of the DRYVE PLUS Platform App infringes on that third party’s intellectual property rights, as between DRYVE and the download service provider used to obtain the DRYVE PLUS Platform App, the DRYVE PLUS Platform App will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

7. Google Maps or Google Earth

The DRYVE PLUS Platform may use services and content from Google Maps or Google Earth. You acknowledge and agree that you are bound by the Google Maps/Google Earth Terms of Service (including the Google Privacy Policy).

8. Vendor Privacy Policies

Vendors may have their own separate Privacy Policies and you hereby represent and warrant to DRYVE that you have familiarized yourself and agree with any Privacy Policies or statements imposed by any Vendor with whom you elect to deal through the DRYVE PLUS Platform.

9. Access Denial

DRYVE retains the right, at its sole discretion, to deny access to anyone to the DRYVE PLUS Platform or the DRYVE Services, at any time and for any reason including, but not limited to, for violation of these Terms of Service or use other than the Permitted Use. You will cease and desist from any such access or use of the DRYVE PLUS Platform or DRYVE Services immediately upon request by DRYVE.

10. Additional Costs

You assume full responsibility for any additional costs that you may incur in as a result of your use of the Platform or Services, including but not limited to costs relating to the servicing, repair or adaptation of any equipment, software or data that you may use.

11. Account Registration

You may be required to register for an account to use the DRYVE PLUS Platform.

  • You are the only authorized User of any account you create through the Services. You are solely and fully responsible for all activities that occur from your account.
  • Any DRYVE Account must be kept secure and you agree that you will not share or disclose your DRYVE Account credentials with anyone. No members of the DRYVE Group will be liable for any loss or damage arising from your failure to secure your DRYVE Account.
  • You must provide accurate, current, and complete information on an ongoing basis when you use the Services.
  • Where DRYVE requires that you provide an email address or similar contact address or number, you are responsible for providing DRYVE with your most current contact. In the event that the last contact you provided to DRYVE is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, DRYVE’s dispatch of the communication containing such notice will be deemed to be actual and effective notice.
  • By creating a DRYVE account or using Services, you consent to the use of electronic records. You also agree that all terms and conditions, agreements, notices, disclosures, and other communications that DRYVE provides to you electronically will satisfy any legal requirement for such communications to be in writing. You agree to continually update your contact information, including email address.
  • DRYVE has the right to deny, disable or terminate access to any DRYVE account issued to you at any time in DRYVE’s sole and absolute discretion. If DRYVE disables access to a DRYVE Account issued to you, you will be prevented from accessing the DRYVE PLUS Platform or the DRYVE Services, your DRYVE Account details, Orders or other information that is associated with your DRYVE Account. We may suspend or terminate your ability to access the DRYVE PLUS Platform, or cease providing you with all or part of the DRYVE Services at any time for any reason in compliance with law in applicable jurisdiction(s). DRYVE may remove and/or destroy materials and data uploaded by you at any time. DRYVE is not liable for any suspension or termination of your access or for the removal of any of the materials uploaded by you to the DRYVE PLUS Platform. Any suspension or termination of this Agreement by DRYVE will be in addition to any and all other rights and remedies that DRYVE may have.
  • DRYVE may access, preserve, disclose and reproduce any information as DRYVE reasonably believes is necessary to satisfy any applicable law, regulation, legal process, or governmental request; enforce this Agreement, including investigation of potential violations hereof; detect, prevent, or otherwise address fraud, security, or technical issues; respond to User, Vendor, or Courier support requests; or protect the rights, property, or safety of DRYVE, DRYVE Users, and the public.
  • You may request the deletion of your account by written request to DRYVE, provided that you first cease use of the DRYVE PLUS Platform, the DRYVE Services, and uninstall all DRYVE software and applications. If you request deletion of your DRYVE Customer Account, we may disable your DRYVE Customer Account but keep the disabled DRYVE Customer Account for fraud prevention or other lawful purposes. We may terminate these Terms of Service at any time by giving notice to you, at our sole discretion, by any current contact method which you have provided. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of this Agreement.

12. Communications

By creating a DRYVE account or using the DRYVE PLUS Platform or Services, you agree to:

  • Accept and receive communications from or on behalf of DRYVE, Contractors, Vendors, partners, affiliates and subsidiaries, and third parties providing services to you or to DRYVE, including by email, text message, direct message, and telephone calls, which may include automated or prerecorded messages, to the contact information you provide to DRYVE when registering an account or using the Services; and
  • Receive communications via push notification or in-app messages in the DRYVE PLUS mobile application. Further, you understand and agree that you will receive communications sent by or on behalf of DRYVE and Vendors, and by contractors providing services to DRYVE and to Vendors. Message and data rates may apply. Communications may include, without limitation, marketing messages, transactional messages, operational and service information, relationship messages, safety advisories, responses to communications initiated by you, updates to policies/legal agreements, and messages relating to research, political advocacy, or customer support. Receiving marketing communications is not a requirement or condition for you to use the Services.

Opt-out options for communications, when optional or when required by law, will be cited in at the end of the communication. To opt out of all communications, the only option is to delete your account. Review the DRYVE Privacy Policy for more information about DRYVE’s privacy practices, contact information, and opt-out options.

13. Authorization to Wireless Carrier

You authorize your wireless carrier to use or disclose information about your account and your wireless device to DRYVE or its service providers for the duration of your contractual relationship with DRYVE, to help identify you or your wireless device and to prevent fraud.

14. License Grant

Subject to your compliance with these Terms of Service and the reason that you are using the DRYVE PLUS Platform, DRYVE hereby grants you a revocable, non-exclusive and non-transferable license to use the DRYVE PLUS Platform for the following “Permitted Use”(s);

  • As a Customer, you may use the DRYVE PLUS Platform to view menus provided by Vendors, create an account, place orders and pay for Goods (including paying for the delivery of Goods) (an “Order”). You may also use feedback features of the DRYVE PLUS Platform to post comments and reviews on Vendors and Couriers (as applicable); or
  • As a Vendor, you may create an account and use the DRYVE PLUS Platform to offer goods and to manage fulfilment of Orders.

15. User Content

DRYVE may facilitate or create opportunities to communicate and with DRYVE or with other Users, by your uploading or inputting text, photos, images, or audio and video content (all such communications and interactions constitute “User Content”).

  • You hereby grant DRYVE an irrevocable, transferable and sublicensable, fully paid, royalty-free, non-exclusive, worldwide right and license to use, copy, display, publish, distribute publicly perform, translate, modify, remove, create derivative works from, and/or otherwise use the User Content in connection with DRYVE’s business and in all forms now known or hereafter invented (collectively, “Uses”), without notification to or approval by you. You further grant DRYVE a license to use your username, first name and last initial, and/or other User profile information, including any photo(s) provided by you, to attribute User Content to you in connection with such Uses, without your approval and without notice to you. This license includes the right for DRYVE to allow and facilitate other Users to access and use your User Content in connection with using the DRYVE PLUS Platform.
  • You represent and warrant that you are the owner of, or have the right to provide, all User Content that you transmit through the Services. You further represent and warrant that any User Content transmitted through the Services by you or someone on your behalf or through your User account does not:
    • Violate any law, or contain any material that is unlawful or relates to unlawful conduct;
    • Violate any third-party right, including any copyright, trademark, patent, privacy right, or any other intellectual property or proprietary right;
    • Contain material that is false, intentionally misleading, deceptive, disguising a non-arms-length relationship, defamatory, offensive, abusive, or pornographic, including material that vilifies, incites violence or hatred, or is likely to insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation, or any physical or mental disability;
    • Contain sexually explicit or violent content or photos, images, or videos of weapons, illegal objects or drugs, or hate symbols;
    • Contain financial, legal, medical, or other professional advice;
    • Solicit personal information, or contain any confidential, private, or personally identifiable information;
    • Harm, abuse, harass, stalk, threaten, or otherwise offend;
    • Represent itself as constituting an opinion or position of DRYVE, or reflect negatively on DRYVE, including DRYVE’s goodwill, name, and reputation;
    • Tamper with, hinder the operation of, or make unauthorized modifications to our Platform;
    • Otherwise result in civil or criminal liability for you, DRYVE, or any third party; or
    • Violate this Agreement or any community or content guidelines that DRYVE may publish from time to time.
  • You will be solely liable for any damages resulting from any violation of these Terms, and any damage and liability arising from your User Content.
  • You agree that any submission of any suggestions or proposals to DRYVE is at your own risk and ex gratia.
  • User Content is not endorsed by DRYVE and does not represent the views of DRYVE or its subsidiaries. DRYVE may modify, delete, and curate User Content from time to time but DRYVE does not guarantee the accuracy, integrity or quality of such content. Under no circumstances will DRYVE be liable in any way for any User Content including for any loss or damage of any kind incurred as a result of the viewing or use of any User Content.
  • Any personally identifiable information included in your User Account is handled by DRYVE in accordance with the DRYVE Privacy Policy and all other User Content will be considered non-confidential.

16. Changes to User Content

DRYVE reserves the right to change or allow a third party to change any User Content, and any information, material or content contained on or provided through the DRYVE PLUS Platform (the “Content”) at any time, and from time to time, without notice.

17. Intellectual Property

DRYVE alone (and its licensors, where applicable) shall own all right, title, and interest, including all related intellectual property rights, in and to the DRYVE PLUS Platform and the Services. This Agreement does not “sell” nor convey to you any rights of ownership in or related to the Technology or the Services, or any intellectual property rights owned by DRYVE. DRYVE names, logos, and product names are trademarks of DRYVE (or third parties), and no right or license is granted to use them. You agree that you will not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices incorporated in or accompanying the Technology or the Services.

18. Restrictions on Use

You may not use the DRYVE PLUS Platform, the DRYVE Services or any Content including User Content for purposes other than a Permitted Use. Without limiting the generality of the foregoing, you will not, and will not permit anyone else to, or encourage anyone else to, or attempt to use the DRYVE PLUS Platform and/or the Content to:

  • Copy, reproduce, transfer, distribute, embed, or in any way incorporate the DRYVE PLUS Platform, the DRYVE Services or the Content or any part thereof on any other website or medium, unless with DRYVE’s express written permission;
  • Violate any statute or law;
  • Use or access the DRYVE PLUS Platform in a manner that violates the legal rights of any third party;
  • Transmit through the DRYVE PLUS Platform any data or information that is harmful, offensive, tortuous, obscene, defamatory or violates any laws or is otherwise objectionable, as determined by DRYVE in its sole discretion;
  • Circumvent or frustrate any measures implemented to prevent or limit access to the DRYVE Services or the DRYVE PLUS Platform by automated or unauthorized agents or programs;
  • Attempt to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the DRYVE PLUS Platform or the DRYVE Services;
  • Remove any watermarks, labels or other legal or proprietary notices included in the DRYVE PLUS Platform or the Content;
  • Modify or attempt to modify the DRYVE PLUS Platform, or any Content;
  • Manipulate identifiers in order to disguise the origin of any material transmitted to or through the DRYVE PLUS Platform or impersonate another person or organization or misrepresent an affiliation with any person or entity; or
  • Decompile, disassemble, reverse engineer, or create derivate or imitation versions of any part of the DRYVE PLUS Platform, the DRYVE Services or the Content.

19. Third-Party Links and Advertisements

The Services and the DRYVE Portal will contain links to third-party, and advertisements. You acknowledge and agree that if you opt to enter into business dealings with any entity whose products or services may be advertised on the DRYVE PLUS Platform, such dealings are solely between you and that third-party, and DRYVE will not have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings. When you click or tap on a link to a third-party website, application, or advertisement, DRYVE will not warn you that you have left DRYVE’s website or Services. DRYVE does not review, approve, monitor, endorse, warrant, or make any representations regarding third parties outside of DRYVE’s actual control, and you are directed to review the terms and privacy policies of any third parties independently before deciding whether to enter into dealings with them.

20. Suspension, Discontinuation, or Modification

DRYVE may suspend, discontinue, or modify the DRYVE PLUS Platform or Services at any time and for any reason, without notice. The DRYVE PLUS Platform or Service may be unavailable or delayed at times due to maintenance or issues with computer or network infrastructure, or other reasons. DRYVE takes no responsibility nor liability for any delays, delivery failures, damages, losses, injuries, or economic damages resulting from such problems.

21. Legal Contract

Every legal contract for the purchase of Goods will in all cases be between the Customer and the Vendor. DRYVE may act as agent for the Customer and the Vendor for the legal contract for the purchase and sale of the Goods. It is acknowledged and agreed that DRYVE does not have any responsibility or control over the quality of the goods or services offered by Vendors and Couriers and that DRYVE denies any liability whatsoever for any damages arising from the goods, services, or conduct of a Vendor or a Courier, including specifically the quality and safety of food products.

22. Courier Services

For orders that the Vendor arranges or for which third-party Couriers provide delivery services, we are not liable for any service or product provided by such Couriers.

23. Fees

DRYVE may change the fees that DRYVE charges to Users as we deem necessary or appropriate. DRYVE may offer different pricing to customers for any reason, subject to applicable legal limits including statutes, human rights laws, and competition laws. DRYVE may also charge additional fees to Users when required by law.

24. Payment Services

The DRYVE PLUS Platform will use payment services providers chosen by DRYVE from time to time at its sole discretion (individually and collectively referred to as “Payment Processing Provider”). You hereby authorize DRYVE to share with the Payment Processing Provider such banking, financial, and transaction information related to your use of the payment processing services and the DRYVE PLUS Platform. DRYVE will cause a receipt confirming the amount of each payment including applicable taxes. You agree that the DRYVE Group is not responsible for the use or misuse of such financial information, banking details and transaction information by the Payment Processing Provider or any third party.

25. Pricing

Prices listed on the DRYVE PLUS Platform from Vendors for services offered in Canada shall be stated in Canadian dollars. Good prices may not include applicable taxes and delivery charges; taxes and delivery charges may be added at checkout. Vendors have discretion and the right to change prices of goods and services from time to time, and DRYVE has discretion and the right to change prices for the Services from time to time.

26. Age Restrictions

Vendors may offer Goods which are subject to applicable laws imposing a minimum age of purchase and/or confirmation of a purchaser’s identity and/or age at the time of purchase, or the time of delivery. Vendors and Couriers are responsible for and agree to comply with all applicable laws. Customers agree to order only those goods and services which the Customer is of legal age to purchase, and to provide valid government-issued identification where required, otherwise the Vendor and/or Courier will be unable to complete the transaction and no refund will be given.

27. Indemnification

To the extent permitted by law, you agree to indemnify and hold harmless DRYVE and its officers, directors, employees, and agents from and against threatened or actual claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal fees and related costs of defense, that may be incurred, arising out of, relating to, or resulting from your breach of this Agreement or any representation, warranty, condition, or covenant in this Agreement, or your violation of any applicable duty of care, law, rule, or regulation through or related to the use of the Portal or Services. Notwithstanding the foregoing, DRYVE reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate fully with DRYVE in asserting any available defense.

28. Disclaimers and Limitations of Liability

Certain legal jurisdictions restrict or disallow the limitation of legal warranties, conditions or representations. If such laws apply to you, some or all following disclaimers and limitations of liability may be inapplicable and shall be severed or amended only to the extent necessary to comply with applicable laws:

  • These provisions of this Agreement are intended to, among other objectives, allow DRYVE to provide the Services in an efficient manner at minimal cost to Users. It is expected that DRYVE would be unable to operate commercially if it assumed responsibility for Users, Customers, Vendors and Couriers.
  • Vendors and Couriers offering goods or services through the Platform and Services are independent persons or organizations and not agents, employees, or representatives of DRYVE. DRYVE is therefore not liable for the acts, errors, omissions, representations, warranties, contractual breaches or negligence of any Vendors or Couriers and takes no responsibility whatsoever for the products or services offered by Vendors or Couriers.
  • The Portal and Services are provided on an “as is” basis without guarantees or warranties, of any kind, either express or implied, including, but not limited to, guarantees, warranties, or conditions of quality nor fitness for a particular or general purpose. DRYVE makes no warranties, representations, or conditions about the accuracy, reliability, completeness, or timeliness of any content.
  • DRYVE’S aggregate liability shall not exceed the greater of amounts actually charged to you by DRYVE in the six (6) month period immediately preceding the event giving rise to the claim.
  • DRYVE shall not be liable to you or any party for any punitive, special, indirect, exemplary, incidental, consequential, or other damages of any type or kind (including personal injury, lost profits, pain and suffering, emotional distress, and loss of data, revenue, use, and economic advantage), whether based on warranty, contract, tort, negligence, or strict liability.

29. Jurisdiction

To the extent the parties are permitted under this Agreement to initiate litigation in a Court of law, you and DRYVE agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the Superior Court of Justice or Federal Court of Canada residing in Toronto, Ontario, unless you access the DRYVE PLUS Platform or receive the DRYVE Services in Quebec, in which case the laws of the Province of Quebec apply to the extent of such access or use of the DRYVE Services, and the federal laws of Canada applicable therein. The DRYVE PLUS Platform and Services are intended for use only in jurisdictions where they may lawfully be offered for use.

30. Arbitration

To the fullest extent permitted by applicable laws: If there is any dispute or claim between you and DRYVE, the disputing person will serve notice on the other person and each must use good faith efforts to resolve the dispute informally including specifically a personal individual meeting via telephone or videoconference for a good-faith discussion to resolve informally; if the dispute is not resolved after thirty (30) business days of a person serving notice on the other party of the dispute, it is hereby agreed that the dispute will be finally resolved by confidential arbitration before a single arbitrator in accordance with the Arbitration Rules of the ADR Institute of Canada, Inc., with the arbitration to be final with no right of appeal. The arbitration will be conducted in the English language unless otherwise required by applicable law or agreed to by you and us. DRYVE will pay the reasonable arbitration costs.

31. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by DRYVE without restriction. Any attempted transfer or assignment not explicitly authorized in this Agreement shall be null and void.

32. Subcontracting

DRYVE may subcontract any of its obligations under this Agreement without your prior written consent, and without notice.

33. Binding Agreement

This Agreement binds and inures to the benefit of each party and the party’s successors and permitted assigns.

34. Complete Agreement

This Agreement in combination with the Privacy Policy is the final, complete, and exclusive agreement of the parties and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written; notwithstanding the foregoing, nothing in this Agreement shall supersede, amend, or modify the terms of any separate written agreement(s) between you and DRYVE.

35. Severability

If any of the provisions contained in these Terms of Service are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, the provision shall be modified and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

36. No Waiver

DRYVE’s failure to insist upon or enforce strict performance of any provision of this Agreement will not be construed as a waiver of any provisions or right.

37. Interpretation

When interpreting this Agreement, wherever required by the context, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine or neuter genders.