U-Pool Terms of Service
Effective Date: May 1st 2019
PLEASE READ THE FOLLOWING TERMS CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR ACCESS AND USE OF THE PLATFORM AND OUR SERVICES (DESCRIBED BELOW). THIS INCLUDES IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS AS WELL AS CERTAIN EXCLUSIONS AND LIMITATIONS.
Upool Holdings Ltd. operates the U-Pool services (hereinafter referred to as “U-Pool”, “we”, “us”, or “our”) and which provides an online platform that connects drivers who have empty seats in their vehicle and will be making a trip, with individuals who are seeking to make the same trip and are seeking a means of transportation, which are made available through our Website at https://h5.u-pool.ca/ and any other subdomains or mobile applications which U-Pool makes the Services available through (collectively, the “Services”). By using the Services you understand and agree to be legally bound by these Terms whether you register to use the Service or not. Please read carefully as these Terms govern your access and use of the service. If you do not agree with the Terms then you have no right to continue using or accessing the Services. FAILURE TO ABIDE BY THE TERMS AS HEREBY STATED MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES. These Terms expressly supersede prior terms or arrangements with you. U-pool may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.
U-pool may provide to a claim processor or an insurer any necessary information (including your contact information) if there is a complaint, dispute or conflict, which may include an accident, involving you and any Third Party and such information or data is necessary to resolve the complaint, dispute or conflict.
Ability to Enter into the Terms
In order to enter into the Terms and to use the Services, you must be at least eighteen (18) years of age or have reached the legal age of majority in your jurisdiction of residence, if such legal age of majority is older, and be fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in the Terms, and to abide by and comply with the Terms. It is your responsibility to ensure that you are legally eligible to enter into the Terms under any laws applicable to you. If you accept the Terms, you represent that you have the capacity to be bound by it.
The Services is offered as a technology platform that enables users of U-pool’s in-app applications, mobile applications or websites provided as part of the Services (each, an “Application”; collectively, the “Platform”) an online platform through which a person using the Services and offering spare seats in their vehicle to share with other Passengers (a “Driver”) and a person using the Services and booking seats in a Driver’s vehicle (a “Passenger”) may post and arrange Trips for Ridesharing purposes directly with each other and in a strictly non-commercial or professional context. A “Trip” occurs between an origin and a destination at a given date and time and includes details such as a pick-up point, drop-off point, space for personal items and the number of seats available. A Trip is created and maintained by a Driver. “Ridesharing” refers to the act of sharing a Trip in a vehicle amongst a Driver and Passenger(s) in exchange for a Contribution.
By proceeding to use and access the Services you confirm that you acknowledge that U-Pool is in no way a party to any Terms entered into between Drivers and Passengers, and has no control over the conduct of Drivers, Passengers or both or any other registered user of the Services (“Members”) of our Services. YOU UNDERSTAND THAT U-POOL IS NOT AN INSURER, AGENT OR BROKER, AND DOES NOT PROVIDE TRANSPORTATION OR LOGISTICS SERVICES OR FUNCTION AS A TRANSPORTATION CARRIER, AND YOU DISCLAIM US OF ALL LIABILITY IN THIS REGARD TO MAXIMUM EXTENT PERMITTED BY LAW.
Changes to the Terms of Service
U-Pool reserves the right, at its sole discretion, to modify the Services or to modify these Terms, including all the charges, fees and prices, at any time and without prior notice. If we modify these Terms, we will either post the modification on [insert ToS website link] or via the Application(s) or otherwise provide you with notice of the modification. We will also update the "Last Updated" date at the top of these Terms. By continuing to access or use the Services after we have posted a modification on [insert ToS website link] or via the Application(s) or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services.
Intellectual Property Rights
All material available on the Platform and all materials and services provided by or through U-pool, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, software, all informational text, software documentation, design of and “look and feel”, layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Materials”), are owned by us or our licensors or service providers, and are protected by copyright, trademark, trade secret and other intellectual property laws.
Subject to your compliance with all of the terms and conditions of these Terms, during the term of these Terms, U-pool grants to you a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Materials that we make available to you.
If U-pool, in its sole discretion and without notice, considers that there is an immediate security or operational risk to the Platform or any of its, yours or a third party system, then U-pool may immediately suspend access to or use of the Platform. The suspension of use and access is not a breach of these Terms. You acknowledge that the preservation of security, confidentiality and data is paramount. U-pool has no liability to you for suspending access to the Platform under this provision.
You agree that any ideas, suggestions, concepts, processes or techniques which you provide to U-pool related to the Services, the Platform or U-pool or its business (“Feedback”) are and will be U-pool’s exclusive property without any compensation or other consideration payable to you by U-pool, and you do so of your own free will and volition. U-pool may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative U-pool may decide into the Platform, its services, documentation, business or other products, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to U-pool in any Feedback and, as applicable, waive any moral rights.
U-pool retains the right to use or share any Aggregated Data generated by anyone using our Platform, including our users, for the purpose of enhancing and providing the Platform and the Services. “Aggregated Data” means data does not contain personal information and which has been manipulated or combined to provide generalized, anonymous information. Where you choose to utilize or connect certain services from third parties with the Platform, you agree that U-pool may share your lead data with such designated third parties.
You may not:
(i) remove any copyright, trademark or other proprietary notices from any portion of the Services;
(ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by U-pool;
(iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law;
(iv) link to, mirror or frame any portion of the Services;
(v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or
(vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
Third Party Services and Content
Your Profile Information and Account
In order to use the Services, you must sign up for and maintain an active personal user Services account (“Account”). If you sign up for an Account, you agree that U-pool is providing you with one user identification reference that you will use to create a username (your mobile phone number, email address or social media account) and password (together, the “User ID”) to the extent, and only to the extent, necessary to access and use the Services in accordance with these Terms. You agree and understand that you are responsible for maintaining the confidentiality of your User ID.
Account registration requires you to submit to U-pool certain personal information, including but not limited to your name, address, mobile phone number, age, gender and legal form of identification, as well as at least one valid payment method (either a credit card or accepted payment partner). The above personal information, together with your User ID, will form your “Profile Information” and allow you to access your Account.
You will provide true, accurate, current and complete information about yourself, and you agree not to misrepresent your Profile Information. You represent and warrant to U-pool that you have not misrepresented any Profile Information. You are responsible for any Profile Information that may be lost or unrecoverable through the use of the Services.
Your right to access and use the Services is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your User ID to any third party. You are solely responsible for all activities that occur under your Account or under your Profile Information. If you become aware of any unauthorized use of your Account or Profile Information, you are responsible for notifying U-pool immediately. It is your responsibility to update or change any Account or Profile Information, as appropriate.
User Requirements and Conduct
The Service is not available for use by persons under the age of majority in their jurisdictions. You may not authorize third parties to use your Account, and you may not allow persons under the age of majority in their jurisdictions to receive any Services unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. YOU AGREE TO COMPLY WITH ALL APPLICABLE LAWS WHEN USING THE SERVICES, AND YOU MAY ONLY USE THE SERVICES FOR LAWFUL PURPOSES (e.g., no transport of unlawful or hazardous materials). You will not, in your use of the Services, cause nuisance, annoyance, inconvenience, or property damage to any third party. In certain instances, you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.
From time to time and at our sole discretion, we may offer one-time offers and discounts for the Services that can be redeemed via the Platform (“Promo Codes”). We reserve the right to modify or cancel Promo Codes at any time. You agree that Promo Codes:
(i) must be used for the intended audience and purpose, and in a lawful manner;
(ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by U-pool;
(iii) may be disabled by U-pool at any time for any reason without liability to U-pool;
(iv) may only be used pursuant to the specific terms that U-pool establishes for such Promo Code;
(v) are not valid for cash; and
(vi) may expire prior to your use. U-pool reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that U-pool determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.
Network Access and Devices
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device and you shall be responsible for such rates and fees. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Platform and any updates thereto. U-pool does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
You take full responsibility for all taxes and fees of any nature associated with the Services, including any sales tax related to any purchase or sale of services or goods under these Terms. When purchasing or selling services or goods under these Terms, it is your responsibility to determine whether or not sales taxes apply to a transaction and to collect, report and remit the correct amounts to the appropriate authority. Any tools provided in connection with the Services indicating estimated taxes due are for illustration purposes only. You take full responsibility for all taxes and fees of any nature associated with the Services, including any sales tax related to the purchase or sale of services or goods under these Terms.
Payment and Fees
You may use the Services in accordance with the pricing described on the Platform. Current pricing for the Services is available at [insert pricing website link]. We reserve the right to modify our billing rates at any time without notice by posting such fee changes to the Platform or through email notification to you. You will be liable to pay such modified billing rates.
You agree that U-pool, or our third party service providers, including but not limited to PayPal, Stripe, Wechat Pay, Alipay, may store your credit or charge card information. You expressly agree that we are authorized to charge you:
(i) a sum of money agreed and paid by the Passenger to the Driver to cover the costs of a particular Trip (a “Contribution”),
(ii) a service fee of [%] added atop of a Contribution (a “Service Fee”),
(iii) any other fees for Services you may purchase,
(iv) any charges for use of the Services in excess of the usage or other limits placed on your use of the Services (and you hereby consent to such charges and agree we are not required to notify you of any such charge in advance) and
(v) any applicable taxes in connection with your use of the Services to the credit or charge card you provide and to reimburse us for all collection costs and interest for any overdue amounts
(collectively, “Charges”). If the credit or charge card you provide expires and you do not provide new credit or charge card information or cancel your account, you authorize us to continue billing you and you agree to remain responsible for any uncollected fees.
You understand that use of the Services may result in charges to you on behalf of a Member. After a Trip is completed through your use of the Service, U-pool will facilitate your payment of the Contribution on behalf of the Member as such Member’s limited payment collection agent. Payment of the Contribution in such manner shall be considered the same as payment made directly by you to the Member. CHARGES AND ALL PAYMENTS PAID BY YOU ARE FINAL AND NON-REFUNDABLE, UNLESS OTHERWISE DETERMINED BY U-POOL.
All Charges are due immediately and payment will be facilitated by U-pool using the preferred payment method designated in your Account. As between you and U-pool, U-pool reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in U-pool’s sole discretion. Further, you acknowledge and agree that Charges applicable in certain geographical areas may increase substantially during times of high demand. U-pool will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. U-pool may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for Services at any time prior to such Member’s arrival, in which case you may be charged a cancellation fee.
This payment structure is intended to fully compensate the Driver. U-pool does not designate any portion of your payment as a tip or gratuity to the Member. Any representation by U-pool (on U-pool’s website, in the Application, or in U-pool’s marketing materials) to the effect that tipping is “voluntary,” “not required,” and/or “included” in the payments you make for Services is not intended to suggest that U-pool provides any additional amounts, beyond those described above, to the Member. You understand and agree that, while you are free to provide additional payment as a gratuity to any Member who provides you with Services, you are under no obligation to do so. Gratuities are voluntary. After you have received the Services, you will have the opportunity to rate your experience and leave additional feedback about the Member.
Repair or Cleaning Fees
You shall be responsible for the cost of repair for damage to, or necessary cleaning of, the Members’ vehicles and property resulting from use of the Services under your Account in excess of normal “wear and tear” damages and necessary cleaning (“Repair or Cleaning”). In the event that a Member reports the need for Repair or Cleaning, and such Repair or Cleaning request is verified by U-pool in U-pool’s reasonable discretion, U-pool reserves the right to facilitate payment for the reasonable cost of such Repair or Cleaning on behalf of the Member using your payment method designated in your Account. Such amounts will be transferred by U-pool to the applicable Member and are non-refundable.
YOU AGREE THAT, OTHER THAN AS SET FORTH IN THESE TERMS, (I) NO STATEMENTS OR REPRESENTATIONS HAVE BEEN MADE TO YOU BY U-POOL AND (II) IN ENTERING INTO THESE TERMS, YOU ARE NOT RELYING UPON ANY STATEMENT OR REPRESENTATION MADE BY OR ON BEHALF OF U-POOL RELATING TO THESE TERMS OR THE SERVICES PROVIDED UNDER IT. WITHOUT LIMITING THE FORGOING, U-POOL MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
DISCLAIMER OF WARRANTIES
THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING, WITHOUT LIMITATION, ANY STATUTORY OR COMMON LAW WARRANTY OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT. U-POOL AND THE U-POOL PARTIES HEREBY DISCLAIM ANY CLAIM IN TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR STRICT LIABILITY). WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT THE IMPLIED WARRANTIES AND CONDITIONS IN THE SALE OF GOODS ACT, RSBC 1996, C. 410 AND THE INTERNATIONAL SALE OF GOODS ACT, RSBC 1996, C. 236 SHALL NOT APPLY TO THESE TERMS AND THE SERVICES AND GOODS PROVIDED UNDER THESE TERMS. WITHOUT LIMITING THE FOREGOING, U-POOL DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THE MEMBERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
U-POOL DISCLAIMS ANY WARRANTY THAT THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SOFTWARE AND CONTENT, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVERS THAT MAKES THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT FROM TIME TO TIME U-POOL MAY REMOVE THE PLATFORM OR CEASE PROVIDING THE PLATFORM FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU. YOUR ACCESS AND USE OF THE PLATFORM MAY BE INTERRUPTED FROM TIME TO TIME FOR ANY OF SEVERAL REASONS, INCLUDING, WITHOUT LIMITATION, THE MALFUNCTION OF EQUIPMENT, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE PLATFORM OR OTHER ACTIONS THAT U-POOL, IN ITS SOLE DISCRETION, MAY ELECT TO TAKE. U-POOL MAKES NO GUARANTEE REGARDING THE COMPATIBILITY OF ANY SOFTWARE OR HARDWARE WITH THE PLATFORM.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM U-POOL OR THROUGH OR FROM THE PLATFORM OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
WAIVER AND RELEASE OF LIABILITY
YOU AGREE THAT FOR AND IN CONSIDERATION OF YOUR USE OF THE PLATFORM AND THE SERVICES, YOU, FOR YOURSELF AND ON BEHALF OF YOUR HEIRS, EXECUTORS, ADMINISTRATORS AND ASSIGNS, FOREVER WAIVE, RELEASE AND RELINQUISH AND DISCHARGE (I) U-POOL AND U-POOL’S OWNERS, OFFICERS, DIRECTORS, AFFILIATES, CONTRACTORS, EMPLOYEES AND AGENTS, (II) ANY MUNICIPALITY WITH WHICH U-POOL HAS CONTRACTED WITH TO PROVIDE THE SERVICES (COLLECTIVELY, THE “U-POOL PARTIES”) FROM ANY AND ALL CLAIMS, DEMANDS, DISPUTES, LOSSES, LIABILITIES, DEBTS, LIENS, CHARGES, PENALTIES, PROCEEDINGS, CAUSES OF ACTION AND DAMAGES INCLUDING DAMAGES FOR LOST PROFITS, LOST DATA, PERSONAL INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, AND INJURY TO YOU OR TO THIRD PARTIES, (COLLECTIVELY, “CLAIMS”), INCLUDING UNKNOWN OR UNANTICIPATED CLAIMS, WHICH ARISE FROM OR ARE RELATED DIRECTLY OR INDIRECTLY TO THESE TERMS OR YOUR USE OF THE PLATFORM OR THE SERVICES (INCLUDING BUT NOT LIMITED TO, (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY MEMBER, EVEN IF U-POOL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING ANY AND ALL CLAIMS RELATED TO THE SOLE OR PARTIAL NEGLIGENCE OF THE U-POOL PARTIES OR ANY OTHER PARTY IN PROVIDING THE SERVICES OR IN PERFORMING ANY OTHER OBLIGATION UNDER THESE TERMS.
LIMITATION OF LIABILITY
U-POOL SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND U-POOL’S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT MEMBERS MAY OFFER RIDESHARING AND MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED.
YOU AGREE THAT EACH U-POOL PARTY’S TOTAL AGGREGATE LIABILITY FROM ANY AND ALL CLAIMS UNDER THESE TERMS IS LIMITED TO THE TOTAL AMOUNTS YOU PAID TO U-POOL IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF LOSS OR DAMAGE. TO THE EXTENT ANY PROVINCE, STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, EACH U-POOL PARTY’S LIABILITY IN SUCH PROVINCE, STATE OR JURISDICTION WILL BE LIMITED TO THE FURTHEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE HEREIN TO THE CONTRARY, THE U-POOL PARTIES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF IN ANY WAY WITH RESPECT TO YOUR PROVISION OF AN INDIVIDUAL’S PERSONAL INFORMATION TO U-POOL OR THROUGH THE PLATFORM. YOU FURTHER AGREE THAT THE FOREGOING LIMITATIONS WILL APPLY WITH RESPECT TO THIRD PARTY LIABILITY OF ANY KIND.
THE FOREGOING LIMITATIONS WILL ALSO APPLY WITH RESPECT TO ANY DAMAGES INCURRED BY REASON OF ANY CONTENT OR SERVICES PROVIDED ON ANY THIRD PARTY PLATFORMS OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN U-POOL AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE PLATFORM OR RECEIVED BY YOU ON ANY THIRD PARTY PLATFORMS.
Limitation of Time Period for Making Claims
You agree that you will not bring a claim under or related to these Terms more than twelve (12) months from when your claim first arose.
Defence and Indemnity
You agree to defend, indemnify and hold harmless the U-pool Parties for, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) (collectively and individually, “Third Party Claim(s)”) incurred by or made against the U-pool Parties in connection with, arising out of or relating to These Terms, the Platform or the Services, including but without limitation in relation to: (i) your use, non-use or misuse of, or connection to, the Platform and the Services, including but not limited to, your use and access to the Ridesharing; (ii) your violation or alleged violation of These Terms; and (iii) your violation of any rights, including intellectual property rights, of a third party and otherwise as set out herein, even where caused in whole or in part by U-pool’s negligence or the negligence of others, whether presently known or unknown; ; (iv) U-pool’s use of your Profile Information and Account; or (v) your violation of the rights of any third party, including other Members.
U-pool will use reasonable efforts to notify you of any such Third Party Claims upon becoming aware of them. Where you agree to assume the defence and indemnity of a U-pool Party in a Third Party Claim, you agree that you will not admit liability or settle any Third Party Claim without the prior written consent of U-pool. Where you fail or refuse to defend and indemnify a U-pool Party in a Third Party Claim, the U-pool Parties reserve the right, at your sole expense, to defend the Third Party Claim and seek indemnity from you for all costs and expenses incurred by the U-pool Party in defending and/or resolving the Third Party Claim, including but not limited to: (i) all actual solicitor’s fees and disbursements reasonably incurred by the U-pool Party in defending the Third Party Claim; (ii) all amounts reasonably paid by the U-pool Party to settle or resolve the Third Party Claim; and (iii) all amounts and judgments awarded against the U-pool Party after the trial of a Third Party Claim.
If there is any dispute between you and U-pool about or involving these Terms, the Platform or the Services, you hereby agree that the dispute will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, and the federal laws of Canada applicable therein without regard to its conflict of law provisions.
Except for any claim involving the ownership of intellectual property, all disputes arising out of or in connection with these Terms will be referred to and finally resolved by arbitration under the rules of the British Columbia International Commercial Arbitration Centre. The appointing authority will be the British Columbia International Commercial Arbitration Centre. The case will be adjudicated by a single arbitrator and will be administered by the British Columbia International Commercial Arbitration Centre in accordance with its rules. The place of arbitration will be Vancouver, British Columbia, Canada. The language of the arbitration will be English. Notwithstanding the foregoing, U-pool may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction and you agree that these Terms is specifically enforceable by U-pool through injunctive relief and other equitable remedies without proof of monetary damages.
If any portion of these Terms is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, these Terms as a whole will not be deemed unlawful, void or unenforceable, but only that portion of these Terms that is unlawful, void or unenforceable will be stricken from these Terms.
You agree that if U-pool does not exercise or enforce any legal right or remedy which is contained in the Terms (or which U-pool has the benefit of under any applicable law), this will not be taken to be a formal waiver of U-pool’s rights and that those rights or remedies will still be available to U-pool.
The sections titled “Taxes”, “Intellectual Property Rights”, “Waiver and Release of Liability”, “Limitation of Liability” and “Disclaimer of Warranties”, “No Representations”, “Limitation of Time”, “Indemnity” and “Miscellaneous” will survive any actual or purported termination or expiry of these Terms and continue in full force and effect.
These Terms is the entire Terms between us related to the subject matter in these Terms. These Terms replaces and supersedes any other prior or contemporaneous Terms, representation or discussion, oral or written, and may not be changed except in writing signed by us, regardless of whether or not the parties act under an unsigned “electronic” Terms or rely on such an unsigned Terms.
You may contact U-pool by email at firstname.lastname@example.org.