TERMS AND CONDITIONS
PLEASE READ THIS TERMS OF SERVICES AGREEMENT (THIS “AGREEMENT”) CAREFULLY.
Last Updated: October 1st, 2023 (the “Effective Date”)
Thank you for visiting Road Aider. Please read these Terms and Conditions of Use (“Terms”) carefully. These Terms and Conditions have important information about your legal rights, remedies, and obligations. By registering, accessing, or using the Platform, you agree to follow and be bound by these Terms of Service and all applicable laws and Regulations.
These terms include and incorporate by reference these important documents, as they may be in effect and changed occasionally:
IF YOU DO NOT AGREE TO THE TERMS OF SERVICE, YOU MUST NOT REGISTER, ACCESS OR USE THE PLATFORM.
We reserve the right in our sole discretion to revise and update the Terms of Service occasionally. Any such changes are effective upon posting and apply to all access and continued use of the Platform. You agree to periodically review the Terms of Service to be aware of any such changes. Your continued use of the Platform will be your acceptance of the then-current Terms of Service.
The Road Aider Content and the Platform may be changed, withdrawn, or terminated in our sole discretion without notice to you or any other User. We will not be liable if all or any part of the Platform is restricted to you or any other User or is unavailable at any time or for any period. Any revisions to the Terms of Service will take effect on the last noted Effective Date.
You are responsible for obtaining your own access to the Platform. You must ensure that all people who access the Platform through your internet connection are aware of, and follow, the Terms of Service. You are responsible for any security breaches or performance issues relating to your use of the Platform.
YOU UNDERSTAND THAT BY REGISTERING OR USING THE PLATFORM AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISIONS OF THESE TERMS (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED BELOW)
This Agreement is a legally binding agreement between you (“you” or “Customer”) and Road Aider Inc. (“Provider”) and contains important terms and conditions relating to matters such as proprietary rights, indemnities, and limitation of liability.
In order to use the Services (as defined below), the Customer must accept this Agreement by either clicking the "ACCEPT" button during the registration process or accessing and utilizing the platform. By using the Services, you acknowledge having read, understood and agreed to all the terms, conditions, obligations and limitations of this Agreement, and you agree that it governs your use of the Services. If you are not willing to be bound by each and every term or condition, you must not use the Services, and you must decline this Agreement.
This Agreement is effective as of the date the Services are first used by Customer (the “Effective Date”). The parties hereby agree as follows:
1. ROAD AIDER OVERVIEW: ROAD AIDER IS NOT A ROADSIDE ASSISTANCE OR AN AUTO SERVICE COMPANY. ROAD AIDER DOES NOT ENGAGE OR PROVIDE ROADSIDE ASSISTANCE OR AUTO SERVICES TO CUSTOMERS. ROAD AIDER DOES NOT GUARANTEE OR REVIEW THE QUALITY, SUITABILITY, SUFFICIENCY OR OUTCOME OF ANY AUTO SERVICES BOOKED, CREATED OR DELIVERED USING THE PLATFORM SERVICES. AUTO SERVICES ARE SUBJECT TO INHERENT RISKS AND OTHER FACTORS BEYOND ROAD AIDER’S CONTROL. ROAD AIDER CONNECTS MEMBERS TO AUTO SERVICES PROFESSIONALS BASED ON REQUEST AND MEMBER PLANS. ROAD AIDER IS NOT A PARTY TO ANY AUTO SERVICE CONTRACT FACILITATED BY THE PLATFORM SERVICES.
2. Provision of Services. Provider shall make the Services available for Customer’s sole, personal use. Notwithstanding the fact that the Services are primarily funded by a third-party insurance provider or company, pursuant to a master subscription agreement (the “Master Agreement”) as part of a benefits package (or other arrangement) to the Customer, the Customer shall remain bound by the rights and responsibilities set forth in this Agreement, including the payment of any cancellation fees as set forth herein. Customer acknowledges that the Services are being provided pursuant to the Master Agreement and the individualized plan as selected by either the Customer or as set out in the Master Agreement.
3. Additional Fees. The customer acknowledges and agrees that:
Once a request for Services is accepted by a third-party service provider and they have been dispatched, the Customer’s cancellation of Services will result in a non-refundable charge;
The customer will incur the full quoted service price in the event that the customer exceeds the limits of the Services as set out in the Master Agreement (or as stipulated in the customer’s individualized plan).
3.1. Invoices: All fees for the Services will be invoiced to and paid by the Customer.
4. Customer Representations and Warranties. Customer represents and warrants they are either at least eighteen (18) years old or have obtained parental or guardian consent, have the legal capacity to enter binding contracts and will comply with applicable Laws that restrict the use of the Services due to age.
5. DISCLAIMER. THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND, EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED AND EXPRESS WARRANTIES AND CONDITIONS, INCLUDING ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. THE SERVICES DO NOT PROVIDE CUSTOMER WITH ANY ADVICE OR REPRESENTATION WHATSOEVER RELATING TO A REQUEST FOR SERVICES.
6. ROADSIDE ASSISTANCE AND AUTO SERVICE DISCLAIMER. PROVIDER EXPRESSLY STATES THAT IT DOES NOT PROVIDE, AND SHALL NOT PROVIDE, ANY ROADSIDE ASSISTANCE AND AUTO SERVICES IN ITS OWN CAPACITY. PROVIDER OPERATES SOLELY AS AN INTERMEDIARY FACILITATING CONNECTIONS BETWEEN USERS AND VARIOUS THIRD-PARTY SERVICE PROVIDERS ACROSS DIFFERENT SERVICE CATEGORIES (COLLECTIVELY REFERRED TO AS THE "THIRD-PARTY SERVICES"). THE PROVISION OF ROADSIDE ASSISTANCE SERVICES SOLELY RESTS WITH THE THIRD-PARTY SERVICE PROVIDERS WHO ARE ACCESSIBLE THROUGH PROVIDER’S PLATFORM. PROVIDER IS LIMITED TO PROVIDING INFORMATION ABOUT THESE THIRD-PARTY SERVICE PROVIDERS AND FACILITATING THE CONNECTION BETWEEN THE USER IN NEED OF ASSISTANCE AND THE RELEVANT SERVICE PROVIDER. IN THIS REGARD, THE CUSTOMER UNDERSTANDS THAT THE PROVIDER ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE ACTIONS, CONDUCT, OR SERVICES PROVIDED BY THE THIRD-PARTY SERVICE PROVIDERS OR THE USERS AVAILING THEMSELVES OF THEIR SERVICES.
7. PROVIDER IS MERELY A VENUE. THE SERVICE EXISTS AS A COMMUNICATIONS PLATFORM FOR ENABLING THE INTERACTION BETWEEN STRANDED MOTORISTS SEEKING THE SERVICES OF THIRD-PARTY SERVICE PROVIDERS. PROVIDER DOES NOT GUARANTEE OR WARRANT AND MAKES NO REPRESENTATIONS REGARDING THE RELIABILITY, QUALITY OR QUALITY OF THE SERVICES OFFERED BY THIRD-PARTY SERVICE PROVIDERS. AT THE TIME YOU INTERACT WITH THIRD-PARTY SERVICE PROVIDERS ON THE PROVIDER’S PLATFORM, THE CUSTOMER OUGHT TO EXERCISE CAUTION TO SAFEGUARD ITS PERSONAL SAFETY AND PROPERTY, JUST AS IT WOULD WHEN INTERACTING WITH STRANGERS.
8.1. Customer Indemnity. Customer shall defend Provider, at Customer’s expense, from (a) any interaction with third-party Service Providers for neither Provider nor its Affiliates or licensors are accountable for the conduct of third-party service providers whether online or offline; (b) any Claim made or brought against Provider by a third party in connection with such third party’s use of or reliance on the Services Customer shall indemnify and hold Provider harmless against any Losses relating to such Claim.
9. Customer Responsibility and Liability.
9.1. CUSTOMER RESPONSIBILITY. NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THIS AGREEMENT, CUSTOMER IS RESPONSIBLE FOR REVIEWING ANY SERVICES PROVIDED TO THEM.
9.2. LIMITATION OF LIABILITY. THE TOTAL AGGREGATE LIABILITY OF PROVIDER FOR ANY AND ALL CLAIMS (INDIVIDUALLY AND IN THE AGGREGATE) FOR DIRECT DAMAGES SHALL BE THE AMOUNT OF THE FEES PAID BY CUSTOMER UNDER SUCH ORDER FORMS IN THE THREE (3) MONTH PERIOD PRECEDING THE DATE THAT NOTICE OF THE CLAIM IS GIVEN.
9.3. EXCLUSION. IN NO EVENT SHALL PROVIDER OR ITS AFFILIATES HAVE ANY LIABILITY TO THE CUSTOMER FOR: ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES, HOWEVER CAUSED, REGARDLESS OF WHETHER THE SAME ARE SUFFERED DIRECTLY OR INDIRECTLY.
10. Term. The “Term” of this Agreement commences on the Effective Date and continues from the Effective Date until Services have been provided, cancelled or terminated, unless extended pursuant to the written agreement of the parties (the “Term”).
10.1. Termination. Either party may terminate this Agreement: (i) upon thirty (30) days prior written notice to the other party for a material breach by the other party if such breach remains unremedied at the expiration of such notice period; or (ii) immediately if Provider ceases business, is unable to pay its debts as they fall due, becomes insolvent or bankrupt or makes an arrangement for or composition with, its creditors or makes an application to the court for protection from its creditors (other than voluntarily for the purposes of a bona fide amalgamation or reconstruction) or if a liquidator, receiver, examiner, administrator or administrative receiver is appointed over any part of Provider’s business or takes steps in preparation of any of the above events or if anything analogous occurs in relation to Provider under the Laws of any jurisdiction.
10.2. Effect of Termination or Expiration. Upon the termination or expiration of this Agreement, Customer shall, as of the date of termination or expiration, immediately cease accessing and otherwise utilizing the applicable Services. Termination or expiration shall not, for any reason, relieve Customer of the obligation to pay any Fees accrued or due and payable to Provider prior to the effective date of termination or expiration. Termination shall not relieve Customer of the obligation to pay all future amounts due for requested Services. Any termination of this Agreement shall not affect Provider’s rights hereunder.
10.3. Surviving Provisions. Sections 2, 3, 6, 7, 10.1,10.6 and 11 shall survive any termination or expiration of this Agreement.
11. Changes. Provider reserves the right to change this Agreement at any time, and the changes will be effective when posted on Provider’s website for the Services (roadaider.ca) or when Provider notifies Customer by other means. Provider may also change or discontinue the Services, in whole or in part. These terms and conditions are subject to the Master Agreement (If Applicable), which may be modified by the parties. The customer’s subsequent Use of the Services indicates the Customer’s agreement to the changes. If the modified terms are not acceptable to Customer, Customer’s only recourse is to cease using the Services.
12. General Provisions.
Relationship of the Parties. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
Notices. Unless expressly stated otherwise, all notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the third (3rd) business day after being sent by pre-paid recorded post; or (iii) the day delivered via email (provided no ‘bounce-back’ email is received from the recipient). Notices to either party shall be sent to the last known address or email address for such party.
Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right or any other right. Other than as expressly stated, the remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence.
Assignment. This Agreement may not be assigned by the Customer without the prior written consent of the Provider. This Agreement may be assigned by Provider without the prior written consent of the Customer. This Agreement will ensure the benefit of and be binding upon the parties and their respective successors and permitted assigns.
Governing Law and Jurisdiction. This Agreement and any Dispute or Claim arising out of or in connection with it or its subject matter or formation (including non-contractual Disputes or Claims) shall be governed exclusively by, and construed in accordance with, the laws of the province of Alberta, without regard to its conflicts of laws rules. The parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Alberta.
Miscellaneous. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. The customer acknowledges that it has had the opportunity to review this Agreement. This Agreement supersedes and extinguishes all prior and contemporaneous agreements, promises, assurances, proposals, warranties, representations and undertakings, written or oral, concerning or relating to its subject matter. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is to be asserted. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to Law, the provision shall be modified by the court 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. This Agreement may be executed in counterparts and/or by electronic signatures.
13. Definitions. The following definitions shall apply to this Agreement:
“Affiliate” of a party has the meaning given to that term in the Business Corporations Act (Alberta).
“Claim” means any claim, demand, suit or other legal proceeding made or brought against a party to this Agreement.
“Dispute” means any dispute, disagreement, controversy, claim or allegation arising between the parties concerning this Agreement or in any way arising out of or related to or connected with this Agreement.
“Employee” means employees, consultants, independent contractors of Provider, Customer or their respective Affiliates.
“Fees” means any amounts invoiced and payable by Customer for the Services.
“Law” means any local, provincial and national law, treaties, and/or regulations applicable to the respective party.
“Losses” means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, fees and the costs of enforcing any right to indemnification under this Agreement.
“Services” means Road Aider’s third-party services, as stipulated in the Master Agreement.
“Term” shall have the meaning set out in Section 10