deloe

Legal

Driver Agreement

Accepted with a click when you apply to become a Deloe mover. It covers your independent-contractor status, pay, insurance and responsibilities.

Last updated: 23 June 2026

THIS AGREEMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR OBLIGATIONS, LIMITATIONS ON YOUR LEGAL RIGHTS AND REMEDIES AND OUR LIABILITY, YOUR STATUS AS AN INDEPENDENT CONTRACTOR, AND BINDING ARBITRATION. BEFORE USING ANY DELOE SERVICES, PLEASE READ THIS AGREEMENT.

Last updated: 23 June 2026

Welcome to the Deloe platform. The Deloe platform is an on-demand moving, pickup, and delivery marketplace that gives you the ability to offer your transportation and labour services to our community of local customers as a member of our network of vetted, independent drivers, and to fulfil deliveries arranged through the Deloe Marketplace.

THIS DRIVER AGREEMENT is entered into between you, for and on behalf of yourself, Your Business (as defined herein), and Your Authorized Users (as defined herein) (together “you”, “your”, “yourself”, and words of like meaning), and Deloe Technologies Inc. (“Deloe”, “us”, “we”, “our”, and words of like meaning). This Agreement sets out the terms and conditions that apply to your use of the Platform (as defined herein) and constitutes a binding legal agreement between you and Deloe. This Agreement must be read in conjunction with the Terms of Use, the Privacy Policy, and the Deloe Policies, as each may be updated, amended, restated, supplemented, or otherwise modified from time to time, each of which is incorporated by reference into, and forms an integral part of, this Agreement. Unless and only to the extent otherwise expressly provided in this Agreement, if there is any conflict or inconsistency between this Agreement and the Terms of Use, the relevant terms and conditions of this Agreement will govern and prevail to the extent necessary to resolve such conflict or inconsistency.

BY CLICKING “AGREE & SIGN UP” OR BY ACCESSING, DOWNLOADING, INSTALLING, USING, OR CONTINUING TO USE THE PLATFORM IN WHOLE OR IN PART, YOU: (A) REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE THE LEGAL CAPACITY AND AUTHORITY TO ENTER INTO THIS AGREEMENT FOR AND ON BEHALF OF, AND LEGALLY BIND, YOURSELF AND YOUR BUSINESS AND EACH OF YOUR AUTHORIZED USERS; AND (B) FREELY ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE, YOU ARE NOT PERMITTED TO ACCESS OR USE THE PLATFORM (OR ANY PORTION OF IT).

Deloe reserves the right, in its sole discretion, to amend, restate, replace, supplement, or otherwise modify this Agreement at any time and from time to time by providing you with reasonable prior notice, except that we may not notify you of minor amendments that do not alter the content or meaning of this Agreement. By continuing to access or use the Platform after any such modification, you agree to be bound by this Agreement as so modified. We reserve the right to not provide advance notice in limited circumstances where modifications are required to be made with immediate effect, including for legal or regulatory reasons or to protect the Platform, Deloe, or any other Person from fraud, malware, data breaches, or other security risks. Where applicable law (including the Digital Platform Workers’ Rights Act, 2022 (Ontario)) requires a specific notice period before a change that affects your pay or removal from the Platform, we will provide that notice.

1. INTERPRETATION

1.1. Definitions. In this Agreement, the following terms will have the respective meanings indicated below:

(1)

“Agreement” means this Driver Agreement together with the Terms of Use, Privacy Policy, and the Deloe Policies, as each may be updated, amended, restated, supplemented, or otherwise modified from time to time.

(2)

“Applicable Law” means any domestic or foreign law, rule, statute, regulation, by-law, order, ordinance, code, guideline, policy, or judicial, arbitral, administrative, or departmental judgment, award, or other requirement published or in force at any time that applies to this Agreement, the Platform, any Job, any Customer, or either Party, including with respect to highway traffic, commercial transport, vehicle licensing and insurance, gig and platform work (including the DPWRA), consumer protection, employment, workplace safety, CASL, and Privacy Law.

(3)

“CASL” means Canada’s Anti-Spam Legislation, being S.C. 2010, c. 23, as amended.

(4)

“Charge” means any fee, charge, cost, or expense (other than amounts payable by Deloe to you) payable in connection with the Platform or this Agreement, including any charge of a Third-Party Payment Processor.

(5)

“Claim” means any actual, threatened, or potential civil, criminal, administrative, regulatory, arbitral, or investigative claim, demand, allegation, action, suit, investigation, or proceeding or any other claim or demand.

(6)

“Commission” means the percentage service fee retained by Deloe from the Customer Price in respect of a Job, calculated and disclosed in accordance with Section 6 (Payment, Earnings, and Commission).

(7)

“Confidential Information” means any non-public information of a Discloser that is designated as proprietary or confidential or that a reasonable person would understand to be confidential, including Customer Data (other than Personal Information), the Platform’s pricing logic and matching logic, business and financial information, and intellectual property, in any form whatsoever.

(8)

“Customer” means any Person who requests, books, or pays for a Job on the Platform, including a Requester, a Buyer purchasing a Marketplace item, or a Seller arranging delivery.

(9)

“Customer Contract” means the arrangement formed between you and a Customer for the performance of a Job, whether documented through the Platform or otherwise.

(10)

“Customer Data” means any and all data and information pertaining to any Customer, including Personal Information, pickup and drop-off addresses, item details, and access instructions.

(11)

“Customer Price” means the total amount charged to a Customer for a Job, comprising the Labour Portion, any applicable distance, vehicle, item-handling, surge, or add-on amounts, and applicable Taxes.

(12)

“DPWRA” means the Digital Platform Workers’ Rights Act, 2022 (Ontario), and its regulations, as amended, and any successor or equivalent legislation in any applicable jurisdiction.

(13)

“Driver Earnings” means the amount payable to you in respect of a Job, being the Customer Price less the Commission and any applicable Charges or Taxes, calculated in accordance with Section 6.

(14)

“Event of Default” has the meaning given to it in Section 14.1 (Events of Default).

(15)

“Feedback” means any feedback, suggestions, comments, recommendations, ideas, and materials for improvement regarding Deloe, the Platform, the Content, the Software, the Services, any User, or any Job provided by you or any of your Representatives.

(16)

“Handle” means, with respect to information or data, to access, receive, collect, use, store, process, record, disclose, share, transfer, retain, dispose of, destroy, manage, or otherwise handle such information or data.

(17)

“Insurance” means all policies, coverages, and contracts of insurance required by Applicable Law or considered prudent for a reasonable professional providing services the same as or substantially similar to Your Services in Canada, including valid motor-vehicle liability insurance covering the operation of Your Vehicle for the carriage of goods and any commercial use, and which cover you and all Persons providing Your Services.

(18)

“Job” means a specific moving, pickup, delivery, junk-removal, labour-only, assembly, or related service requested or posted on the Platform by a Customer, including the delivery of a Marketplace item.

(19)

“Labour Portion” means the portion of the Customer Price attributable to your labour and time, as identified by the Platform’s pricing engine, to which (and only to which) the Commission is applied so that your guaranteed minimum earnings are preserved.

(20)

“Lead” means the details of a Customer and a Job made available to you through the Platform for the purpose of accepting and performing that Job.

(21)

“Loss” means any loss, liability, or damage (including Taxes and related penalties) and any related costs or expenses, including reasonable legal fees on a full indemnity basis.

(22)

“Marketplace” means the Deloe second-hand goods marketplace feature that allows Sellers to list goods for sale with optional integrated delivery and Buyers to purchase and arrange delivery of those goods.

(23)

“Party” means either you or Deloe, and “Parties” means you and Deloe.

(24)

“Payment Method” means a valid method by which you receive Driver Earnings and/or pay any Charges, including a valid bank account, debit arrangement, or other method acceptable to Deloe.

(25)

“Person” means any individual, corporation, partnership, limited partnership, limited liability company, association, unincorporated association, trustee, trust, or other entity or organization.

(26)

“Personal Information” means any information about an identifiable individual.

(27)

“Platform” means the Deloe websites and any and all related web or mobile applications owned, operated, or hosted by or for Deloe, including the Deloe driver app, and all Content and tools contained therein.

(28)

“Privacy Law” means the Personal Information Protection and Electronic Documents Act (Canada) (PIPEDA) or any equivalent privacy legislation in any applicable jurisdiction.

(29)

“Privacy Policy” means the Deloe Privacy Policy set out on the Platform, as amended from time to time, which is incorporated by reference into this Agreement.

(30)

“Representative” means, with respect to a Person, any director, officer, principal, employee, personnel, contractor, subcontractor, agent, representative, or professional advisor of such Person.

(31)

“Services” has the meaning given to it in Section 2.3 (Services).

(32)

“Software” means any and all software or code (including source and object code) that supports the Platform or any portion of it, including the pricing and matching logic.

(33)

“Taxes” means any and all sales, use, value-added, or other taxes (including HST, GST, and PST) levied or imposed by reason of the Platform or any transaction contemplated by this Agreement, except for taxes based on Deloe’s net income.

(34)

“Term” has the meaning given to it in Section 15.1 (Term).

(35)

“Terms of Use” means the Deloe Terms of Use set out on the Platform, as amended from time to time, which is incorporated by reference into this Agreement.

(36)

“Third-Party Payment Processor” means any service provider engaged by Deloe to process payments or payouts in connection with the Platform.

(37)

“Third-Party Service” means any product or service of any Person (other than either Party) in connection with the Platform, including mapping, navigation, background-check, and payment services.

(38)

“User” means any user of the Platform, including any Customer or any Driver.

(39)

“Your Authorized User” means any Representative of you or Your Business authorized by you to access and use Your Driver Account and/or the Platform, including any approved secondary driver operating under your account.

(40)

“Your Business” means the business or any Person operating the business that you represent when you register Your Driver Account. If you register as an individual sole proprietor, Your Business means you in that capacity.

(41)

“Your Content” means any and all content and information posted, provided, or made available by you on or by way of the Platform, including Your Data, your profile, photographs, messages, and any ratings or reviews you post.

(42)

“Your Data” means any and all data and information (including Personal Information) that you upload to the Platform, including through fields or prompts or in connection with Your Driver Account, Your Vehicle, or Your Services.

(43)

“Your Driver Account” means your driver account on the Platform.

(44)

“Your Personnel” means a director, officer, employee, contractor, subcontractor, or agent of yours.

(45)

“Your Public Content” means any and all of Your Content other than your Personal Information.

(46)

“Your Services” means the moving, transportation, pickup, delivery, loading, unloading, labour, and related services you offer or provide through the Platform, including any add-on services such as assembly, disassembly, or wrapping.

(47)

“Your Vehicle” means any motor vehicle you use to perform Your Services, together with any equipment used in connection with it, including moving blankets, straps, and a dolly.

1.2. Headings. The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement.

1.3. Extended Meanings. Unless the context requires otherwise, words importing the singular include the plural and vice versa, words importing gender include all genders, and “include” and “including” mean “include without limitation” and “including without limitation” respectively.

1.4. Currency. Unless otherwise expressly provided in writing, all dollar amounts are stated in Canadian Dollars (CAD).

1.5. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, negotiations, discussions, and understandings, written or oral. You acknowledge that your entering into this Agreement has not been induced by, and you do not rely upon, any representation, warranty, or acknowledgement not expressly made in this Agreement.

2. PLATFORM, LICENCE, AND SERVICES

2.1. Platform. The Platform provides you with the ability to offer Your Services to Customers. You acknowledge and agree that:

(1)

you may access and use the Platform only in accordance with this Agreement and Applicable Law;

(2)

Deloe, as the provider of the Platform, is not a moving company, carrier, or transportation provider, and does not own, operate, control, or provide any vehicle, and does not itself provide, deliver, or supply Your Services or any moving, delivery, or labour service to any Person;

(3)

at all times you are solely responsible and liable for the provision of Your Services and for Your Vehicle and any and all equipment, tools, supplies, fuel, and personnel required to provide Your Services;

(4)

Deloe does not take title to, store, inspect, or warrant any goods you transport, including any Marketplace item; and

(5)

you are solely responsible for obtaining any device, hardware, data plan, or connectivity required to access and use the Platform, and any associated costs.

2.2. Licence. Subject to this Agreement, during the Term, Deloe grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and licence to access and use the Platform and to use and display the Deloe marks solely for the purpose of offering and performing Your Services and communicating with Deloe and your Customers for that purpose, and not for any other purpose (the “Licence”). All rights not expressly granted are reserved by Deloe. Upon termination of this Agreement, the Licence will immediately and automatically terminate.

2.3. Services. Subject to this Agreement, during the Term, Deloe will use commercially reasonable efforts to make the Platform available for access and use by you and Customers (the “Services”). Deloe facilitates connections, matching, communication, and payment; it does not perform Jobs.

2.4. Availability and Modifications. We aim to make the Platform available on a 24/7 basis but reserve the right, in our sole discretion and with or without notice, to restrict availability (including for maintenance, security, or capacity reasons) and to change, modify, enhance, upgrade, or replace the Platform (in whole or in part) and introduce new releases, features, or Services. This Agreement continues to govern the Platform as so changed unless accompanied by separate terms.

3. INDEPENDENT CONTRACTOR STATUS

3.1. Independent Contractor. You acknowledge and agree that you are an independent contractor and an independent business, and that nothing in this Agreement, the Platform, the payment of Driver Earnings, or the matching of Jobs creates an employment, agency, partnership, joint-venture, or franchise relationship between you and Deloe. You are free to determine when, whether, and for how long you make yourself available, to accept or decline any Job, and (subject to lawful and safe performance and any Customer instructions) the manner, means, and route of performing Your Services. You may provide services to others, including competitors of Deloe, except as limited by this Agreement.

3.2. No Employment Benefits. As an independent contractor, you are not entitled to any employment benefits, vacation pay, statutory holiday pay, severance, or similar entitlements from Deloe, except to the extent (if any) expressly required by Applicable Law, including the DPWRA. You are solely responsible for your own income taxes, HST/GST registration and remittance (if applicable), and any other contributions or filings arising from Your Services.

3.3. DPWRA Compliance. Where the DPWRA or other Applicable Law governing platform or gig work applies, Deloe will comply with its obligations, which may include providing you with information about how pay is calculated, the existence and amount of any tips, recurring pay periods, a written explanation before removing you from the Platform where required, and any applicable minimum-earnings entitlement. Deloe will disclose to you the formula used to calculate your Driver Earnings, including the Labour Portion and the Commission, in accordance with Section 6. Compliance with the DPWRA does not alter the independent-contractor relationship described in Section 3.1 except to the extent the DPWRA expressly requires.

3.4. Your Own Tools. You will supply, at your own cost, Your Vehicle, fuel, maintenance, insurance, and all moving equipment reasonably required to perform Your Services safely and professionally, including, at minimum, moving blankets, securing straps, and a dolly.

4. YOUR DRIVER ACCOUNT, VERIFICATION, AND CONDUCT

4.1. Registration. To access and use the Platform you must register for Your Driver Account and provide accurate, complete, and current information, which may include:

(1)

your full legal name (and the legal name of Your Business, if incorporated) and applicable business and tax registration numbers and banking/payout details;

(2)

your date of birth, contact details, and a valid government-issued photo identification;

(3)

a valid driver’s licence of the class required to operate Your Vehicle;

(4)

a current driver’s abstract and consent to a background and/or criminal record check;

(5)

valid vehicle registration and proof of Insurance covering the operation of Your Vehicle for the carriage of goods and any commercial use; and

(6)

such other information or documentation as we may reasonably request from time to time.

You may not register more than one driver account unless authorized by Deloe in writing, and you may not assign or transfer Your Driver Account to any Person without our written consent. You will immediately notify us of any suspected loss, theft, or unauthorized use of Your Driver Account credentials. Deloe reserves the right to decline, suspend, or terminate any registration for any reason, no reason, or as otherwise provided in this Agreement, subject to any notice required by Applicable Law.

4.2. Verification and Background Checks. You authorize Deloe and its Third-Party Service providers to verify your identity, licence, abstract, Insurance, and the validity of Your Business, and to re-screen you at any time. You acknowledge and agree that verification is a screening measure only and is not a guarantee, by Deloe, of any Driver’s suitability or safety. We reserve the right to close, suspend, or limit your access if we are unable to obtain or verify any required information, or if any re-screening is failed or refused.

4.3. Account Security. You are solely responsible for maintaining the confidentiality and security of Your Driver Account and all credentials, and for all activity conducted through it. You will not disclose your credentials to any Person, and you will notify us immediately of any unauthorized access or suspected compromise.

4.4. Non-Circumvention. You agree not to use the Platform to solicit, divert, or complete off-Platform any Job, Customer, or relationship first introduced to you through the Platform, or otherwise to avoid paying the Commission, including by exchanging contact details with a Customer for that purpose or directing a Customer to transact outside the Platform.

4.5. Behaviour Standards. At all times you will, and will ensure that each of your Representatives will:

(1)

comply with this Agreement, each Customer Contract, and Applicable Law, including all highway-traffic, transport, and safety laws;

(2)

honour all commitments to Customers, arrive within agreed time windows, and communicate promptly and professionally;

(3)

perform Your Services in a safe, careful, professional, and skillful manner consistent with generally accepted industry standards, including properly securing, handling, and protecting items;

(4)

hold and maintain all licences, permits, qualifications, and the unrestricted right to work in Canada necessary to perform Your Services, and not hold yourself out as having any you do not have;

(5)

operate Your Vehicle lawfully and not perform Your Services while impaired by alcohol, cannabis, or any drug, or while fatigued to the point of unsafe operation;

(6)

not transport any item the transport of which is unlawful, and decline any Job beyond the lawful or safe capacity of Your Vehicle or your ability;

(7)

ensure all information and representations you make to Customers are accurate and not misleading; and

(8)

refrain from any unfair, deceptive, discriminatory, harassing, violent, or unethical conduct, and from tampering with ratings or reviews.

4.6. Ratings and Reviews. Customers may post public ratings and reviews about you, and you may be rated and reviewed. You acknowledge and agree that ratings and reviews are not verified by Deloe for accuracy, reflect the opinions of the Users who post them and not Deloe, and that consistently low ratings or ratings below a threshold acceptable to Deloe may result in restriction or termination of your access. You will not manipulate the ratings system or post false, incentivized, or misleading ratings or reviews.

4.7. Restrictions on Use. Without limiting the Terms of Use, you will not, directly or indirectly: create multiple or unauthorized accounts; circumvent or avoid the Commission or any Charge; scrape, copy, reverse engineer, decompile, or create derivative works of the Platform or Software; use the Platform to build or assist any competing product or service; use any robot, spider, or crawler; misuse Customer Data or any other User’s Content; transmit malicious code; falsely imply Deloe’s endorsement or partnership; or take any action that damages or impairs the Platform.

5. JOBS, CUSTOMERS, AND THE MARKETPLACE

5.1. Job Matching and Acceptance. The Platform makes Jobs available to you based on factors that may include your location, Your Vehicle type and capacity, availability, ratings, and the requirements of the Job. You may accept or decline any Job. Once you accept a Job, you are responsible for performing it in accordance with this Agreement and the applicable Customer Contract.

5.2. No Guarantee of Jobs or Earnings.

YOU ACKNOWLEDGE AND AGREE THAT THE PLATFORM IS DESIGNED TO MAKE JOBS AVAILABLE BUT DELOE DOES NOT WARRANT OR GUARANTEE ANY PARTICULAR VOLUME, FREQUENCY, QUALITY, OR VALUE OF JOBS, ANY LEVEL OF EARNINGS, ANY CUSTOMER’S CREDITWORTHINESS OR ABILITY TO PAY, OR THE ACCURACY OF ANY CUSTOMER DATA OR ITEM DESCRIPTION, AND NOTHING IN THIS AGREEMENT GUARANTEES THAT YOU WILL RECEIVE ANY JOB OR EARN ANY AMOUNT, EXCEPT TO THE LIMITED EXTENT OF ANY MINIMUM-EARNINGS ENTITLEMENT REQUIRED BY THE DPWRA.

5.3. Customer Contracts. You acknowledge and agree that any contract for the performance of a Job is formed directly between you and the Customer, that Deloe is not a party to any Customer Contract, and that, as between the Parties, you are solely responsible and liable for performing Your Services, for all of Your Jobs, and for complying with Applicable Law in connection with them.

5.4. Customer Disputes.

YOU ACKNOWLEDGE AND AGREE THAT, AS BETWEEN THE PARTIES, YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY AND ALL DISPUTES BETWEEN YOU AND ANY CUSTOMER, AND THAT DELOE WILL NOT BE RESPONSIBLE OR LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR ANY SUCH DISPUTES OR ANY CLAIMS OR LOSSES RESULTING FROM THEM. DELOE MAY, BUT IS NOT OBLIGATED TO, PROVIDE DISPUTE-RESOLUTION ASSISTANCE, AND ANY SUCH ASSISTANCE DOES NOT MAKE DELOE A PARTY TO THE DISPUTE.

5.5. Marketplace Deliveries. Where you accept a Job to deliver a Marketplace item, you act as the transporter only. You do not warrant the item, and title to and risk in the item pass directly between the Seller and the Buyer. You are responsible for collecting, transporting, and delivering the item with reasonable care and in accordance with the Job instructions. Any dispute as to the condition, authenticity, or fitness of a Marketplace item is between the Seller and the Buyer.

5.6. Insurance. During the Term you will, at your own cost, obtain and maintain in full force the Insurance, including valid motor-vehicle liability insurance appropriate to your use of Your Vehicle for the carriage of goods. Upon Deloe’s request, you will provide certificates or other proof of Insurance reasonably satisfactory to Deloe. You are responsible for understanding the coverage, exclusions, and deductibles of your Insurance. Any basic protection or optional coverage that Deloe may make available is subject to its own terms, limits, and exclusions, is not full replacement-value insurance, and does not replace your obligation to maintain the Insurance.

5.7. Responsibility for Damage and Injury. As between the Parties, you are solely responsible and liable for any loss of or damage to any goods, property, or premises, and for any personal injury or death, arising out of or in connection with Your Services, Your Vehicle, or any Job, to the extent caused by you or any Person for whom you are responsible at law.

6. PAYMENT, EARNINGS, AND COMMISSION

6.1. Customer Price and Pricing Engine. The Customer Price for each Job is calculated by the Platform’s dynamic pricing engine based on factors that may include base price, distance, driving time, item size and volume, vehicle type, labour intensity (such as stairs or elevators), add-ons, and surge conditions. The Customer Price applicable to a Job, and the resulting Driver Earnings, will be disclosed to you before you accept that Job.

6.2. Commission and the Labour Portion. Deloe earns revenue by retaining the Commission. You acknowledge and agree that the Commission is applied only to the Labour Portion of the Customer Price, and not to pass-through or cost-recovery components, so that your guaranteed minimum earnings on the Labour Portion are preserved. The Commission rate, the manner in which the Labour Portion is determined, and the resulting Driver Earnings will be disclosed to you in accordance with Section 3.3 and may be updated by Deloe in accordance with Section 6.6 and Applicable Law.

6.3. Driver Earnings and Payout. Following completion of a Job and successful collection of the Customer Price, Deloe (directly or through a Third-Party Payment Processor) will remit your Driver Earnings to your Payment Method, less the Commission and any applicable Charges or Taxes, in accordance with the payout schedule disclosed on the Platform, which may include on-demand or recurring payout options. You authorize Deloe and its Third-Party Payment Processors to facilitate these payments and to make any corrections required to remedy payment-processing errors.

6.4. Tips. Customers may choose to leave a tip. You acknowledge and agree that one hundred percent (100%) of any tip is passed to you, and that the Commission is not applied to tips.

6.5. Taxes. You are solely responsible for determining, charging (where applicable), collecting, remitting, and reporting any and all Taxes arising from Your Services, and for any income tax on your Driver Earnings. Deloe may issue tax documentation as required by Applicable Law.

6.6. Changes to Pricing and Commission. Deloe reserves the right, in its sole discretion, to update the pricing engine, the Commission, and the payout terms from time to time, subject to any disclosure or advance-notice requirement under the DPWRA or other Applicable Law. Where such notice is required before a change that affects your pay, Deloe will provide it. Your continued use of the Platform after an effective change constitutes acceptance of it.

6.7. Chargebacks and Fraud. Deloe is not responsible for fraudulent transactions between you and any other User and reserves the right (but is not obligated) to investigate, suspend, or refuse to process any transaction it reasonably believes to be fraudulent or unlawful, and to recover from you any amounts erroneously or fraudulently paid to you. A chargeback or reversal may be assessed an administrative fee of up to $100.00 or such higher amount as may be reasonably required to compensate Deloe for its associated costs.

6.8. Payment-Processing Errors. Deloe will take reasonable steps to rectify payment-processing errors of which it becomes aware, which may include crediting or debiting your Payment Method so that you receive the correct amount.

7. OWNERSHIP AND CONTENT

7.1. Deloe Property. As between the Parties, Deloe owns all right, title, and interest in and to the Platform, the Software (including the pricing and matching logic), the Deloe marks, all Content provided by Deloe, and all related intellectual property (collectively, “Deloe Property”). You will not acquire any right, title, or interest in any Deloe Property except the limited Licence expressly granted. Any unauthorized use of Deloe Property is strictly prohibited and may subject you to civil and criminal penalties.

7.2. Your Content and Licence. You retain ownership of Your Content. By sharing Your Content to the Platform, you represent and warrant that you have all necessary rights to do so, and you grant Deloe a non-exclusive, royalty-free, irrevocable, sub-licensable, perpetual, worldwide right and licence to use, copy, modify, display, publish, and create derivative works from Your Public Content in any way and in any medium now known or later developed, without notice or compensation to you, including for advertising, marketing, and promoting the Platform. Deloe may assign or sub-license this licence to any Person without notice or compensation to you.

7.3. Feedback. Any Feedback you submit is non-confidential and non-proprietary to you, and you grant Deloe a non-exclusive, royalty-free, irrevocable, sub-licensable, perpetual, worldwide right and licence to use it for any purpose without notice, compensation, or approval.

7.4. Other Users’ Content. Content of other Users belongs to Deloe or the User who shared it. You acquire no rights in it and may not use it except as expressly permitted.

8. CONFIDENTIAL INFORMATION AND PRIVACY

8.1. Confidentiality. You will hold all Confidential Information of a Discloser in confidence, use it only to perform your obligations under this Agreement, and protect it with at least a reasonable degree of care. Confidential Information does not include information that is or becomes public through no fault of yours, is independently developed without use of the Confidential Information, or is rightfully obtained from a third party entitled to disclose it.

8.2. Privacy and Customer Data. You will Handle any Customer Data only as necessary to perform a Job and in accordance with Privacy Law and the Privacy Policy. You will not use Customer Data (including a Customer’s address or contact details) for any purpose other than performing the applicable Job, will restrict access to those with a legitimate need, and will promptly notify Deloe of any actual or suspected privacy breach or any request for access to or correction of Personal Information.

8.3. Return and Destruction. Upon termination of this Agreement or upon request, you will cease all use of, and return or permanently destroy, all Confidential Information and Customer Data in your possession or control, except as required to be retained by Applicable Law.

9. REPRESENTATIONS AND WARRANTIES

9.1. Your Representations and Warranties. By registering for and using Your Driver Account, you represent, warrant, and covenant, as applicable, that:

(1)

you are at least 18 years of age and have the legal capacity and authority to enter into and perform this Agreement;

(2)

if you act through Your Business, it is duly organized, validly existing, and in good standing, and you are duly authorized to bind it;

(3)

you hold, and will maintain throughout the Term, a valid driver’s licence of the required class, valid vehicle registration, and the Insurance;

(4)

Your Vehicle is and will be roadworthy, lawfully operable, and suitable for the Jobs you accept;

(5)

all information you provide to Deloe is your own, true, accurate, current, and complete, and you will keep it so;

(6)

you and all Persons performing Your Services have and will maintain the unrestricted right to work in Canada and all skills, qualifications, licences, and permits necessary to perform Your Services;

(7)

you will perform Your Services in a safe, professional, and skillful manner consistent with generally accepted industry standards and in compliance with Applicable Law;

(8)

you will not infringe the rights (including intellectual property and privacy rights) of any Person in connection with Your Services; and

(9)

all of your representations and warranties will remain true throughout the Term.

10. DISCLAIMERS

10.1. Platform Disclaimer.

YOU ACKNOWLEDGE AND AGREE THAT THE PLATFORM, THE CONTENT, AND THE SOFTWARE ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS WITHOUT WARRANTY OR CONDITION OF ANY KIND WHATSOEVER, AND THAT YOUR ACCESS TO AND USE OF THE PLATFORM, YOUR PERFORMANCE OF ANY JOB, AND YOUR INTERACTION WITH ANY CUSTOMER ARE ENTIRELY VOLUNTARY AND AT YOUR OWN RISK AND LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DELOE DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR COLLATERAL, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

10.2. No Results Disclaimer.

DELOE MAKES NO REPRESENTATION OR WARRANTY REGARDING THE VOLUME, FREQUENCY, QUALITY, OR VALUE OF JOBS OR LEADS, ANY CUSTOMER’S CONDUCT OR CREDITWORTHINESS, OR THE AMOUNT OF EARNINGS YOU MAY GENERATE THROUGH THE PLATFORM.

10.3. User and Third-Party Disclaimer.

DELOE HAS NO CONTROL OVER, DOES NOT ENDORSE OR GUARANTEE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EXPRESSLY DISCLAIMS ALL LIABILITY FOR, THE ACTS, OMISSIONS, OR CONDUCT OF ANY CUSTOMER, SELLER, BUYER, OR OTHER USER, FOR ANY MARKETPLACE ITEM, AND FOR ANY THIRD-PARTY SERVICE, INCLUDING MAPPING, NAVIGATION, BACKGROUND-CHECK, AND PAYMENT SERVICES.

10.4. Application of Disclaimers. The foregoing disclaimers apply to the maximum extent permitted by Applicable Law. You may have other statutory rights, the duration of which will be limited to the maximum extent permitted by Applicable Law.

11. INDEMNITY

11.1. Indemnity. To the maximum extent permitted by Applicable Law, you agree to release, indemnify, defend, and hold harmless Deloe and its affiliates and their respective Representatives from and against any and all Claims and Losses arising out of, resulting from, or relating in any manner to:

(1)

any Event of Default or any breach of this Agreement by you or any Person for whom you are responsible at law;

(2)

Your Services, Your Jobs, Your Vehicle, your Customer Contracts, and your dealings or disputes with any Customer or other User;

(3)

any loss of, damage to, or destruction of any goods or property (including any Marketplace item, any Customer’s property, or Deloe Property) to the extent caused by you or any Person for whom you are responsible at law;

(4)

any personal injury, illness, or death caused, directly or indirectly, by you, Your Vehicle, or any Person for whom you are responsible at law;

(5)

any use of Your Driver Account credentials, whether or not authorized by you;

(6)

Your Content, your Feedback, and any information you provide to Deloe or any Customer;

(7)

any Taxes; and

(8)

your negligence or criminal, wilful, or intentional misconduct or that of any Person for whom you are responsible at law.

11.2. Cooperation. If any third-party Claim is brought for which indemnity may be sought, you will not settle it in a manner that adversely affects Deloe without Deloe’s prior written consent, and Deloe may participate in the defence at its own expense.

12. LIMITATION OF LIABILITY

12.1. Exclusion of Liability.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DELOE OR ANY OF ITS AFFILIATES OR ANY THIRD-PARTY SERVICE PROVIDER OR ANY OF THEIR RESPECTIVE REPRESENTATIVES BE LIABLE FOR ANY LOSSES OF ANY KIND WHATSOEVER (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF EARNINGS OR USE, LOSS OF DATA, PERSONAL INJURY, PROPERTY DAMAGE, FINES, PENALTIES, OR LEGAL FEES) RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PLATFORM, ANY JOB, OR ANY TRANSACTION IN CONNECTION THEREWITH.

12.2. Limitation of Direct Damages.

IF AND ONLY TO THE EXTENT THE ABOVE EXCLUSION IS HELD INVALID OR UNENFORCEABLE, YOU ACKNOWLEDGE AND AGREE THAT YOUR EXCLUSIVE REMEDY AND DELOE’S TOTAL AGGREGATE LIABILITY WILL BE LIMITED TO ACTUAL AND DIRECT DAMAGES NOT EXCEEDING THE LESSER OF THE TOTAL COMMISSION ACTUALLY RETAINED BY DELOE FROM YOUR JOBS IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND ONE HUNDRED CANADIAN DOLLARS (CAD $100.00). NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING THE DPWRA.

12.3. Acknowledgement. You acknowledge and agree that the exclusions and limitations in this Article are to be construed broadly, apply notwithstanding any fundamental breach or failure of essential purpose, and fairly allocate the risks of this Agreement, and that Deloe’s Commission reflects this allocation.

13. COMPLAINTS AND CLAIMS

13.1. Complaints Regarding Deloe. If you have any complaint or Claim regarding Deloe or the Platform, including regarding any suspension or termination of your access, we encourage you to contact us first via the Contact Us page of the Platform or by email so we can attempt to resolve it amicably. The Parties agree to use reasonable efforts to cooperate in good faith to resolve complaints and Claims.

13.2. Complaints Regarding Other Users. Deloe has no control over and is not responsible for the conduct of other Users. If you believe another User (including any Customer) has acted inappropriately, unlawfully, or unsafely, you should report it to the appropriate authorities and to Deloe. You acknowledge that Deloe may disclose your identity to that User to follow up, and that Deloe has no obligation or liability with respect to such complaints or any dispute between you and another User.

13.3. Assistance. You agree to cooperate with and assist Deloe in good faith in connection with any Claim or complaint relating to this Agreement, the Platform, Your Jobs, or Your Services.

14. EVENTS OF DEFAULT AND REMEDIES

14.1. Events of Default. Each of the following constitutes an “Event of Default”:

(1)

you fail to pay any amount owing to Deloe by its due date;

(2)

you breach or fail to perform any term, covenant, or condition of this Agreement, any Customer Contract, or any other agreement with Deloe;

(3)

you commit any act of fraud, negligence, or criminal, wilful, or intentional misconduct;

(4)

you breach Applicable Law, or Deloe reasonably believes your continued access would or could violate Applicable Law;

(5)

you fail or refuse re-screening, or your licence, Insurance, abstract, or background status changes such that you no longer meet Deloe’s eligibility criteria;

(6)

you provide invalid, inaccurate, incomplete, misleading, or fraudulent information to Deloe or any Customer;

(7)

you operate Your Vehicle unsafely or while impaired, or you create a risk to the safety of any Person;

(8)

you receive consistent legitimate negative ratings or fail to meet quality or eligibility criteria; or

(9)

you become insolvent or bankrupt or are subject to similar proceedings.

14.2. Remedies. Upon an Event of Default, without prejudice to any other right or remedy and subject to any notice required by the DPWRA or other Applicable Law, Deloe may immediately: remove or withhold Content; suspend, limit, or revoke Your Driver Account or access to the Platform (in whole or in part); cancel pending Jobs; terminate this Agreement; recover amounts owing; and/or bring an action against you for damages. Where the DPWRA requires Deloe to provide a written explanation or notice before removing you from the Platform other than for specified reasons, Deloe will provide it.

14.3. Injunctive Relief. You acknowledge that your breach of your confidentiality, intellectual-property, or non-circumvention obligations would cause irreparable harm not adequately compensable in damages, and that Deloe may seek injunctive or other equitable relief without proof of actual damages, without a finding of irreparable harm, and without posting a bond.

14.4. Remedies Cumulative. All rights and remedies of Deloe are cumulative and not exclusive of any others available at law, in equity, or by statute.

15. TERM AND TERMINATION

15.1. Term. This Agreement begins on the date you accept it and continues until terminated by either Party in accordance with this Agreement (the “Term”).

15.2. Termination by You. You may terminate this Agreement at any time, for convenience or any reason or no reason, by deactivating Your Driver Account or providing notice to Deloe.

15.3. Termination by Deloe without Cause. Deloe may terminate this Agreement or your access for convenience, for any reason or no reason, by providing you with reasonable advance notice (and, where the DPWRA or other Applicable Law requires a minimum notice period or written explanation before removal from the Platform, in accordance with that requirement).

15.4. Termination by Deloe for Cause. Without prejudice to any other right or remedy, Deloe may terminate this Agreement and/or suspend or block your access immediately and without notice if an Event of Default occurs or Deloe reasonably believes one has occurred, or if Deloe believes in good faith that termination is reasonably necessary to protect the safety, rights, or property of any Person, subject to any non-waivable notice requirement of the DPWRA.

15.5. Effect of Termination. Upon termination, the Licence terminates automatically; you will cease all use of the Platform and Deloe Property and return or destroy all Confidential Information and Customer Data; you remain obligated to pay any amounts owing; and Deloe will remit any Driver Earnings properly accrued and payable to you in respect of completed Jobs, less any amounts you owe, in accordance with Applicable Law.

15.6. Survival. Sections that by their nature should survive — including Articles 1, 3, 6 (as to accrued amounts), 7, 8, 9, 10, 11, 12, 13, 14, 15, and 16 — survive termination of this Agreement.

16. GENERAL

16.1. Force Majeure. Any delay or failure of Deloe to perform caused by an event beyond its reasonable control (including act of God, governmental action, fire, flood, natural disaster, pandemic, widespread outbreak of infectious disease, war, labour disruption, or court order) will be excused for the duration of the event.

16.2. Notices. Notices will be provided electronically: by Deloe to the email address in Your Driver Account, and by you to Deloe via email or the Contact Us page of the Platform. Notices are deemed received on the next business day following transmission, absent evidence of earlier receipt.

16.3. Assignment. You may not assign or transfer this Agreement without Deloe’s prior written consent, and any purported assignment is void. Deloe may assign or transfer this Agreement and any rights and obligations to any Person without notice to you.

16.4. Waiver. No waiver by Deloe of any breach is effective unless in writing, and no waiver operates as a waiver of any subsequent breach.

16.5. Severability. If any provision (or portion) of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions remain in effect and the Agreement is construed as if the invalid provision had never been contained in it in that jurisdiction.

16.6. Enurement. This Agreement enures to the benefit of and binds the Parties and their respective successors and permitted assigns.

16.7. Relationship. Nothing in this Agreement constitutes either Party as an agent, representative, or employee of the other, or both Parties as partners or joint venturers. You have no authority to bind Deloe. This Section is in addition to, and does not limit, Article 3 (Independent Contractor Status).

16.8. No Third-Party Rights. This Agreement does not confer any rights or remedies on any Person other than the Parties and the affiliates and Representatives expressly granted the benefit of the disclaimer, indemnity, and limitation-of-liability provisions.

16.9. Governing Law. This Agreement and any dispute arising out of or in connection with it are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts-of-law principles. The Platform is intended for access and use only in jurisdictions where it may lawfully be provided.

16.10. Arbitration.

EXCEPT FOR (A) DELOE’S RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF UNDER SECTION 14.3, AND (B) ANY CLAIM OR RIGHT THAT APPLICABLE LAW (INCLUDING THE DPWRA OR APPLICABLE CONSUMER- OR WORKER-PROTECTION LEGISLATION) PROHIBITS FROM BEING SUBMITTED TO BINDING ARBITRATION OR REQUIRES TO BE HEARD IN A PARTICULAR FORUM, THE PARTIES AGREE THAT ANY AND ALL CLAIMS AND DISPUTES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL BE FINALLY RESOLVED BY BINDING AND CONFIDENTIAL ARBITRATION UNDER THE ARBITRATION RULES OF THE ADR INSTITUTE OF CANADA INC. (THE “ADRIC RULES”). THE SEAT OF ARBITRATION WILL BE LONDON OR TORONTO, ONTARIO, BEFORE A SINGLE ARBITRATOR, IN ENGLISH. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. EACH PARTY WILL BEAR ITS OWN LEGAL FEES AND ONE-HALF OF THE ARBITRATION COSTS UNLESS THE ARBITRATOR AWARDS OTHERWISE. NOTHING IN THIS SECTION DEPRIVES YOU OF ANY NON-WAIVABLE RIGHT TO PURSUE A COMPLAINT WITH, OR REMEDY BEFORE, A GOVERNMENTAL OR REGULATORY AUTHORITY.

16.11. Jury Trial Waiver.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU UNCONDITIONALLY AND IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE ARISING FROM OR IN CONNECTION WITH THE PLATFORM OR THIS AGREEMENT.

16.12. No Class Actions.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU UNCONDITIONALLY AND IRREVOCABLY WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, CLASS-WIDE ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING IN RESPECT OF ANY DISPUTE ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR THE PLATFORM, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY APPLICABLE LAW.

16.13. Legal Advice. You represent that you are entering into this Agreement freely and voluntarily, having had the opportunity to review it and seek independent legal advice, and that you are not acting under duress or undue influence.

16.14. Language. The Parties have requested that this Agreement and all related documentation be drawn up in English. Les Parties ont demandé que la présente convention et tous les documents s’y rapportant soient rédigés en anglais.

16.15. Admissibility. A printed version of this Agreement and of any electronic notice will be admissible in judicial or arbitral proceedings to the same extent as other business records originally generated in printed form.

16.16. Contact Us. If you have any questions regarding this Agreement, please contact us via the Contact Us page of the Platform or at:

Deloe Technologies Inc.

38 Beaufort Street

London, ON N5W 0A1

Email: kam@deloe.ca

Last Updated: 23 June 2026