CONTRACTUAL RELATIONSHIP
These Kitto Inc. – Terms and Conditions – Canada (“Kitto Terms”) govern the access or use by you, an individual, from within Canada of any platform, applications, websites, content, products, and services (the “Kitto Services”) made available by Kitto Inc.
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE KITTO INC. SERVICES
You may accept these terms by clicking a box or by using or placing an order using a Kitto Inc. branded application or website or by otherwise affirmatively indicating your acceptance and subsequently, by continuing to access and use the Kitto Inc. Services, you agree to be bound by these Kitto Inc. Terms, as may be amended from time to time, which establishes a contractual relationship between you and Kitto Inc. If you do not agree to these Kitto Inc. Terms, at any time, you should not access or use the Kitto Inc. Services. These Kitto Inc. Terms expressly supersede prior agreements or arrangements with you and Kitto Inc. and/or any affiliates of Kitto Inc. regarding the provision of Kitto Inc. Services. Kitto Inc. may immediately terminate these Kitto Inc. Terms or any Kitto Inc. 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.
Kitto Inc. will provide the Services to you in accordance with these Terms. The Services constitute the provision of a technology platform that enables you, as a user of Kitto Inc.’s applications or websites (each, an “Application”) to:
(a) arrange and schedule certain services with independent third party providers of those services that have an agreement with Kitto Inc. or its affiliates (“Third Party Providers”), including:
(i) transportation services from those Third Party Providers; and (ii) the purchase of items or delivery services from those Third Party Providers;
(b) facilitate payments to Third Party Providers for the goods and services provided to you by those parties and receive receipts from a Kitto Inc. affiliate for those payments; and
(c) provide related content or services including customer support
The Services are made available solely for your personal, non-commercial use, unless Kitto Inc. has agreed with you otherwise in a separate agreement. You acknowledge that: (a) Kitto Inc. does not provide transportation services or function as a transportation carrier; (b) all such transportation services are provided by Third Party Providers which are independent third party contractors who are not employed by Kitto Inc. or any of its affiliates; (c) Kitto Inc. does not provide delivery services or shopping services; and (d) delivery services and/or shopping services provided by such Third Party Providers may be accessed through the Kitto App in accordance with its terms. For clarity, Third Party Providers are solely responsible for the services they provide to you.
Licence
Subject to your compliance with these Terms, Kitto Inc. grants you a limited, nonexclusive, non-sublicensable, revocable, non-transferable licence to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, non-commercial use. Any rights not expressly granted herein are reserved by Kitto Inc. and Kitto Inc.’s licensors.
Restrictions
You may not: (i) remove any copyright, trademark, or other proprietary notices from any portion of the Kitto Inc. 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 Kitto Inc. Services except as expressly permitted by Kitto Inc.; (iii) decompile, reverse engineer, or disassemble the Kitto Inc. Services except as may be permitted by applicable law; (iv) link to, mirror, or frame any portion of the Kitto Inc. Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Kitto Inc. Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Kitto Inc. Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Kitto Inc. Services or its related systems or networks.
Provision of the Kitto Inc. Services
You acknowledge that portions of the Kitto Inc. Services may be made available under Kitto Inc.’s various brands or request options associated with transportation or delivery services, including the transportation or delivery request brands currently referred to as “Kitto Comfort,” “Kitto Eco,” and “Kitto Fast”. You also acknowledge that the Kitto Inc. Services may be made available under such brands by or in connection with: (i) certain of Kitto Inc.’s affiliates; or (ii) Third Party Providers.
Third Party Services and Content
The Kitto Inc. Services may be made available or accessed in connection with third party services and content (including advertising) that Kitto Inc. does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Kitto Inc. does not endorse such third party services and content and in no event shall Kitto Inc. be responsible or liable for any products or services of such third party providers.
App Stores
You acknowledge and agree that the availability of the Applications may be dependent on the third party from which you received the Application’s license, e.g., the Apple app stores or Android app stores (“App Store”). You acknowledge and agree that these Kitto Inc. Terms are between you and Kitto Inc. and not with the App Stores and that Kitto Inc. is responsible for the provision of the Kitto Inc. Services as described in these Kitto Inc. Terms. However, you acknowledge and agree that if you access the Kitto Inc. Services using Applications developed for Apple iOS, Android, Microsoft Windows or Blackberry-powered mobile devices, Apple Inc. (“Apple”), Google, Inc., Microsoft Corporation or BlackBerry Limited and/or their applicable international subsidiaries and affiliates, respectively, are third-party beneficiaries of these Kitto Inc. Terms. Upon your acceptance of these Kitto Inc. Terms, Apple shall have the right (and will be deemed to have accepted the right) to enforce these Kitto Inc. Terms against you as a third-party beneficiary thereof. These Kitto Inc. Terms incorporate by reference any terms set forth in the applicable third party beneficiary’s terms of service, including in Apple’s case, Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and these Kitto Inc. Terms, the terms of these Kitto Inc. Terms will control.
Ownership
The Kitto Inc. Services and all rights therein are and shall remain Kitto Inc.’s property or the property of Kitto Inc.’s licensors. Neither these Kitto Inc. Terms nor your use of the Kitto Inc. Services convey or grant to you any rights: (i) in or related to the Kitto Inc. Services except for the limited licence granted above; or (ii) to use or reference in any manner Kitto Inc.’s company names, logos, product and service names, trademarks or service marks or those of Kitto Inc.’s licensors.
Kitto Active Area
The goods and services that you may request using the Kitto Inc. Services are available in designated areas as communicated via the Kitto App from time to time (“Kitto Active Area”). Kitto Inc. does not guarantee that you will be able to use the Kitto Inc. Services to request any such goods and services in the Kitto Active Area at all times.
YOUR USE OF THE KITTO INC. SERVICES
User Accounts
In order to use most aspects of the Kitto Inc. Services, you must register for and maintain an active personal user Kitto Inc. Services account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account, unless a specific Kitto Inc. Service permits otherwise. Account registration requires you to submit to Kitto Inc. certain personal information, such as your name, address, mobile phone number, and age, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access or use the Kitto Inc. Services. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Kitto Inc. in writing, you may only possess one Account.
User Requirements and Conduct General
The Kitto Inc. Services are not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive: (i) transportation services from Third Party Providers unless they are accompanied by you; or (ii) delivery services from Third Party Providers, and you agree to take full responsibility for the acts or omissions of the persons under the age of 18. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when accessing or using the Kitto Inc. Services, and you may only access or use the Kitto Inc. Services for lawful purposes (e.g., no transport of unlawful or hazardous materials) and in accordance with these Kitto Inc. Terms. You will not, in your use of the Kitto Inc. Services, cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party, including Kitto Inc., its affiliates or any of their employees, agents or contractors. In certain instances, you may be asked to provide proof of age, identity, or other method of identity verification to access or use the Kitto Inc. Services, and you agree that you may be denied access to or use of the Kitto Inc. Services if you refuse to provide proof of identity or other method of identity verification.
Pets
Subject to the discretion of a Third Party Provider, you may be allowed to bring a small animal, such as a dog or cat, on a ride requested using the Kitto Inc. Services. For such trips, you are responsible for properly securing the animal with a leash, harness, crate/carrier, or through other means. You are also responsible for any damage that the animal causes to the Third Party Provider’s vehicle or property. You may be subject to a Charge for Repair or Cleaning under Section 5 for any damage or mess caused by an animal that is transported during a ride requested under your Account. Please note, in accordance with Kitto Inc.’s policies on service animals and assistive devices, service animals are generally permitted to accompany riders and without extra charge, regardless of whether it is a Pet Friendly Trip.
Car seats
If you request a ride option with a car seat, you acknowledge and agree that neither
Kitto Inc. nor the Third-Party Provider is responsible for the safety of a child restraint/car
seat that may be available in the Third-Party Providers’ vehicle. You acknowledge and
agree that it is your obligation to ensure that the car seat is installed correctly and that
the child is properly secured in the seat.
Assist
If you request a ride option where a driver agrees to provide you with assistance outside
of the vehicle (e.g., Kitto Assist), you acknowledge and agree that neither Kitto Inc. nor
the Third Party Provider is responsible for any injury or incident that may arise out of the
assistance provided by the Third Party Provider.
Commercial Electronic Messaging
By creating an Account, you agree that Kitto Inc. or its affiliates may send you
commercial electronic messages (including email, SMS, or push notifications, where
applicable) as part of the normal business operation of your use of the Kitto Inc.
Services and to send you marketing and promotional messages about any of Kitto Inc.’s
Applications, products, or services. Where it may be impracticable (including for push
notifications) to include an unsubscribe mechanism in certain commercial electronic
messages, you may opt-out of receiving commercial electronic messages from Kitto Inc.
at any time by following the directions found at http://www.kittocanada.ca/unsubpreference. You also acknowledge that opting out of receiving electronic messages
may impact your use of the Kitto Inc. Services. You also acknowledge that opting out of
receiving certain electronic messages may impact your use of the Kitto Inc. Services.
Promotional Codes
A Kitto Inc. affiliate may, in its sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to a Third Party Provider’s services, subject to any additional terms that the Kitto Inc. affiliate establishes on a per promotional code basis (“Promo Codes”). 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 the Kitto Inc. affiliate;
(iii) may, as permitted by law, be disabled by Kitto Inc. or its affiliate at any time without liability to Kitto Inc. or its affiliate;
(iv) may only be used pursuant to the specific terms that the Kitto Inc. affiliate establishes for such Promo Code;
(v) are not valid for cash; and
(vi) may expire prior to your use. The Kitto Inc. affiliate 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 the Kitto Inc. affiliate reasonably 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 Kitto Inc. Terms.
User Provided Content
Kitto Inc. may, in Kitto Inc.’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Kitto Inc. through the Kitto Services textual, audio, and/or visual content and information, including commentary and feedback related to the Kitto Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to Kitto Inc., you grant Kitto Inc. and its affiliates a worldwide, perpetual, irrevocable, transferable, license for no fee, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Kitto Services and Kitto Inc.’s business and on thirdparty sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Kitto Inc. and its affiliates the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Kitto Inc.’s or its affiliate’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Kitto Inc. in its sole discretion, whether or not such material may be protected by law. Kitto Inc. may, but is not obligated to, review, monitor, or remove User Content, at Kitto Inc.’s sole discretion and at any time and for any reason, without notice to you.
Network Access and Devices
You are responsible for obtaining the data network access necessary to use the Kitto Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Kitto 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 Kitto Services and Kitto App, including any updates thereto. Kitto Inc. does not guarantee that the Kitto Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Kitto Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
Payment
You understand that use of the Kitto Services may result in charges to you for the services or goods you receive from a Third Party Provider (“Third Party Charges”). After you have received services or goods obtained through your use of the Kitto Service, Kitto Inc. or one of its affiliates will facilitate your payment of the applicable Third Party Charges as such Third Party Provider’s limited collection agent. Payment of the Third Party Charges in such manner shall be considered the same as payment made directly by you to the Third Party Provider. Third Party Charges will be inclusive of applicable taxes where required by law. Third Party Charges paid by you are final and nonrefundable, unless otherwise determined by Kitto Inc. Subject to local regulations, you retain the right to request to increase or lower Third Party Charges from a Third Party Provider for transportation services received by you from such Third Party Provider. A Kitto Inc. affiliate will respond accordingly to any request from a Third Party Provider to modify the Third Party Charges for a particular service or good.
All Third Party Charges are due immediately, and payment will be facilitated by Kitto Inc. or a Kitto Inc. affiliate using the preferred payment method designated in your Account, after which you will be sent a receipt. If your primary Account payment method is determined to be expired, invalid, or otherwise not able to be charged, you agree that Kitto Inc. or a Kitto Inc. affiliate may, on behalf of the Third Party Provider, use a secondary payment method in your Account, if available.
You acknowledge that a Kitto Inc. affiliate may establish or adjust Third Party Charges for any or all services or goods obtained through the use of the Kitto Services at any time at the direction of the Third Party Provider or otherwise in the Kitto Inc. affiliate’s discretion, including in certain circumstances such as where you choose an additional service that incurs an additional charge. Further, you acknowledge and agree that Third Party Charges applicable in certain geographical areas may increase substantially during times of high demand. Kitto Inc. will use reasonable efforts to ensure the Kitto Inc. affiliate informs you of Third Party Charges that may apply, provided that you will be responsible for Third Party Charges incurred under your Account. You acknowledge that the fact that a payment card statement may reflect a charge from Kitto Inc. or a Kitto Inc. affiliate does not necessarily mean that Kitto Inc. or the Kitto Inc. affiliate sold an item or service, but rather that Kitto Inc. or the Kitto Inc. Affiliate facilitated payment processing, and that the merchant stated on your receipt is the actual seller.
You acknowledge that a Kitto Inc. affiliate may from time to time provide certain users with Promo Codes that may result in different amounts charged for the same or similar services or goods obtained through the use of the Kitto Services, and you agree that such Promo Codes are provided to you for no fee, have no monetary value, cannot be redeemed for cash, are not exchangeable or transferable and, unless also made available to you, shall have no bearing on your use of the Kitto Services or the Third Party Charges applied to you.
Gratuities
This payment structure is intended to fully compensate the Third Party Provider for the services or goods provided. Except with respect to taxicab transportation services requested through the Kitto App, Kitto Inc. does not designate any portion of your payment as a tip or gratuity to the Third Party Provider. You understand and agree that, while you are free to provide additional payment as a gratuity to any Third Party Provider who provides you with services or goods obtained through the Kitto Services, you are under no obligation to do so. Gratuities are voluntary. After you have received services or goods obtained through the Kitto Services, you will have the opportunity to rate your experience and leave additional feedback about your Third Party Provider.
Cancellations
You may elect to cancel your request for transportation services from a Third Party Provider at any time prior to such Third Party Provider’s arrival, in which case you may be charged a cancellation fee. If the transportation services are canceled for any reason not attributed to you in accordance with Kitto Inc.’s or its affiliate’s cancellation policies, you may be entitled to a refund for any charges paid.
If you purchase items or items and delivery services from a Third Party Provider, you may cancel your order at any time up until the Third Party Provider has begun preparing your items. Once the preparation has begun, you will no longer be able to cancel your order without incurring a charge, which will be no more than the full price for your ordered items. If you cancel your order after the delivery has begun, you will also be charged the full price for the delivery services purchased from the Third Party Provider.
If any delivery services provided by a Third Party Provider fail or are canceled for reasons that Kitto Inc. determines, acting reasonably, are attributed to you (for example, you provided an incorrect delivery address), you will be charged a fee no more than the full price for both the items and any delivery services purchased from the Third Party Provider. If any delivery services provided by a Third Party Provider fail or are canceled for any reason that Kitto Inc. determines, acting reasonably, are not attributed to you, you may be entitled to a refund for any charges paid for those delivery services.
If you require a correction to be made to any Third Party Charge you incurred, you must notify Kitto Inc. in writing within 30 days after the Third Party Charge was invoiced after which Kitto Inc. will have no further responsibility, and you waive your right to later dispute the amounts charged.
Repair, Cleaning, or Other Fees
Kitto Inc. may charge you a fee if, during your use of the Services, you have caused damage to a vehicle or property that requires repair or cleaning (“Repair” or “Cleaning”). The amount of such fee shall be determined, in Kitto Inc.’s sole discretion, based on the type of damage and the severity. Kitto Inc. reserves the right to verify or otherwise require documentation of damages prior to processing a fee. In the event that a Third Party Provider reports the need for Repair or Cleaning, and such Repair or Cleaning request is verified by a Kitto Inc. affiliate in the affiliate’s reasonable discretion, Kitto Inc. reserves the right to facilitate payment for the reasonable cost of such Repair or Cleaning on behalf of the Third Party Provider using your payment method designated in your Account. Such amounts will be transferred by Kitto Inc. to the applicable Third Party Provider and are non-refundable.
Additionally, if you fail to comply with these Kitto Inc. Terms, you may be responsible for additional fees or charges, including, without limitation, for transactions that could not be completed properly, arising out of or in connection with your failure to comply with these Kitto Inc. Terms.
DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNITY
Application to Kitto Inc. and its Affiliates
The limitations and disclaimer in this section 5 apply to the liability of Kitto Inc. and its affiliates under these Kitto Inc. Terms, including in relation to any of the Kitto Inc. Services. Neither Kitto Inc. nor any of its affiliates will be liable under or in connection with these Kitto Inc. Terms for any Delivery Services or Shopping Services.
DISCLAIMER
THE KITTO INC. SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” KITTO INC. AND ITS AFFILIATES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE KITTO INC. TERMS (INCLUDING ANY SUPPLEMENTAL TERMS, WHERE APPLICABLE), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE KITTO INC. SERVICES OR ANY SERVICES OR GOODS REQUESTED BY YOU THROUGH THE USE OF THE KITTO INC. SERVICES, OR THAT THE KITTO INC. SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. KITTO INC. AND ITS AFFILIATES DO NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE KITTO INC. SERVICES, AND ANY SERVICES OR GOODS REQUESTED BY YOU THROUGH THE USE OF THE KITTO INC. SERVICES, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. KITTO INC. DOES NOT CONTROL, MANAGE OR DIRECT ANY THIRD PARTY PROVIDERS. THIRD PARTY PROVIDERS ARE NOT ACTUAL AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, OR EMPLOYEES OF KITTO INC. KITTO INC. DOES NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY USER CONTENT OR THIRD PARTY CONTENT AVAILABLE ON OR LINKED TO BY THE SERVICES. KITTO INC. CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
LIABILITY
Limitation of Liability
KITTO INC. AND ITS AFFILIATES SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF KITTO INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. KITTO INC. SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY, OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE KITTO INC. SERVICES OR YOUR INABILITY TO ACCESS OR USE THE KITTO INC. SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF KITTO INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. KITTO INC. SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND KITTO INC.’S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT THIRD PARTY PROVIDERS PROVIDING TRANSPORTATION SERVICES REQUESTED THROUGH SOME REQUEST BRANDS MAY OFFER RIDESHARING OR PEER-TO-PEER TRANSPORTATION SERVICES AND MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. KITTO INC. SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY, OR LOSSES ARISING OUT OF THE LACK OF OR IMPROPER INSTALLATION OR USE OF CHILD RESTRAINT SYSTEMS FOR GUESTS ON RIDES REQUESTED THROUGH THE SERVICES FOR WHOM A CHILD RESTRAINT SYSTEM IS LEGALLY REQUIRED. IN NO EVENT SHALL KITTO INC.’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED ONE THOUSAND CANADIAN DOLLARS (CAD $1000).
THE KITTO INC. SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION, GOODS, LOGISTICS, OR DELIVERY SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT KITTO INC. HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS, DELIVERY, OR LOGISTICS SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS OR THE KITTO EATS TERMS.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION 5 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
INDEMNITY
You agree to indemnify and hold Kitto Inc. and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:
(i) your use of the Kitto Inc. Services or services or goods obtained through your use of the Kitto Inc. Services;
(ii) your breach or violation of any of these Kitto Inc. Terms;
(iii) Kitto Inc.’s use of your User Content; or
(iv) your violation of the rights of any third party, including Third Party Providers (“Losses”).
GOVERNING LAW
These Kitto Inc. Terms shall be exclusively governed by and construed in accordance with the laws of the province of Ontario, or Quebec if you’re a Quebec resident, and the federal laws of Canada applicable therein, without regard to conflict of law principles.
DISPUTE RESOLUTION
IMPORTANT: PLEASE READ THE FOLLOWING ARBITRATION REQUIREMENT CAREFULLY. YOU WILL HAVE TO RESOLVE DISPUTES THROUGH ARBITRATION. YOU WILL NOT BE ELIGIBLE TO GET MONEY OR OTHER RELIEF THROUGH A COURT PROCEEDING.
ARBITRATION REQUIREMENT
You are free to get advice or representation from a lawyer about this arbitration requirement.
Unless prohibited by law, all disputes arising out of or relating in any way to: i) these Kitto Inc. Terms, ii) the Kitto Inc. Services, iii) your access to or use of the Kitto Inc. Applications, or iv) advertisements, promotions or oral or written statements related to the Applications or any other Kitto Inc. branded product will be finally and conclusively adjudicated and resolved by arbitration under the Arbitration Rules (“ADRIC Rules”) of the ADR Institute of Canada, Inc. (“ADRIC”), except as modified here. The arbitration will be in English or French as you choose. The arbitration may be held anywhere the arbitrator considers appropriate, including remotely by telephone or Internet.
The ADRIC Rules are available by, for example, searching <www.google.ca> to locate “ADRIC Arbitration Rules” or by clicking here. You can also contact ADRIC at 1-877- 475-4353 or <www.adric.ca>.
You will have to pay some fees to arbitrate, as described in the ADRIC Rules.
However, before beginning the arbitration, the party with the claim will first try to informally negotiate with the other party, in good faith, a resolution of the dispute for not less than 30 days but no more than 45 days unless extended by agreement. During the negotiation period, any otherwise applicable limitation period will be tolled (temporarily suspended).
Nothing here prevents you from filing a claim with a government agency.
Where you allege claims of sexual assault or sexual harassment, you may choose to bring those specific claims in court instead of arbitration. Kitto Inc. agrees to honour your choice of forum with respect to your individual sexual harassment or sexual assault claim, but in doing so, Kitto Inc. does not waive the enforceability of any other part of this section 7.
This arbitration requirement survives: (i) the termination of this Agreement and (ii) the bankruptcy of any party. If any part of it is deemed invalid or unenforceable, the other parts remain in force.
OTHER PROVISIONS
Claims of Copyright Infringement
Claims of copyright infringement should be sent to Kitto Inc.’s designated agent. Please visit Kitto Inc.’s web page at https://www.kittocanada.ca/legal for the designated address and additional information.
Notice
Kitto Inc. may give notice by means of a general notice on the Kitto Inc. Services, electronic mail to your email address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to Kitto Inc. by written communication to Kitto Inc.’s affiliate Kitto Canada Inc.’s address at 81 Bunting Road St. Catharines ON L2P 3G8.
General
You may not assign or transfer these Kitto Inc. Terms in whole or in part without Kitto Inc.’s prior written approval. You give your approval to Kitto Inc. for it to assign or transfer these Kitto Inc. Terms in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of Kitto Inc.’s equity, business, or assets; or (iii) a successor by merger. No joint venture, partnership, employment, or agency relationship exists between you, Kitto Inc., or any Third Party Provider as a result of the contract between you and Kitto Inc. or use of the Kitto Inc. Services.
If any provision of these Kitto Inc. Terms is held to be illegal, invalid, or unenforceable, in whole or in part, under any law, such provision or part thereof shall, to that extent, be deemed not to form part of these Kitto Inc. Terms, but the legality, validity, and enforceability of the other provisions in these Kitto Inc. Terms shall not be affected. In that event, the parties shall replace the illegal, invalid, or unenforceable provision or part thereof with a provision or part thereof that is legal, valid, and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid, or unenforceable provision or part thereof, given the contents and purpose of these Kitto Inc. Terms. These Kitto Inc. Terms, including any incorporated policies, constitute the entire agreement and understanding of the parties with respect to its subject matter and replace and supersede all prior or contemporaneous agreements or undertakings regarding such subject matter. Nothing in this clause limits your rights as a consumer that cannot be excluded under applicable law. In these Kitto Inc. Terms, the words “including” and “include” mean “including, but not limited to”.