Terms & Conditions, Privacy Policy, and Shareholder Agreement

TERMS OF SERVICE & CONDITIONS

Last Updated: June 27, 2020

    ProCabby Ltd., its affiliates, officers, directors, employees, agents, and assigns (hereinafter, "ProCabby", "we" or "us"), a corporation based out of Ottawa, Ontario, Canada, provides an online mobile platform ("App") that connects third-party certified taxi drivers ("Taxi Driver") with individuals seeking to taxi or transportation services ("Services").

    These Terms apply to all our Services provided to passengers using or booking a taxi through our App, whether the passenger ultimately use the Services or not ("user", "you", "your", "yours"), directly or indirectly (through distributors), made available online or through any mobile device, by email or by telephone. By accessing or using the Services, including by communicating with us, ProCabby drivers, or other users, or by accessing or using our App or any of our applications through whatever platform ("Software"), you acknowledge and agree you have read, understood, will comply with, and be legally bound by, the provisions of these Terms of Service ("Terms"), whether or not you become a registered user of the Services. These Terms govern your access to, and use of, the Services and constitute a binding legal agreement between you and ProCabby.

    If you do not agree to these Terms including the ProCabby Privacy Policy (which is incorporated by reference to these Terms), and you are not willing to be bound by them, do not install our App and/or promptly erase it and any part thereof, from your mobile or online device and do not use or continue to use the App in any manner whatsoever, nor any ProCabby Service.

    The Software is owned, operated and provided by ProCabby and it is provided to you for your personal, non-commercial use only, subject to the Terms set out below.

    If you have any questions for us concerning these Terms or ProCabby generally, please contact us at legal@procabby.com

    1. GENERAL

    All of the provisions in the Terms, together with ProCabby"s Privacy Policy and any additional user policies provided related to the Services and referenced herein constitute the entire agreement between you and ProCabby and supersedes and replaces all prior or contemporaneous discussions, negotiations, understandings and agreements, written or oral, regarding such. ProCabby reserves the right, at our sole discretion, to modify our Services or to modify these Terms at any time. If we modify these Terms, we will send email notification to all users. It is your responsibility, as a ProCabby user, to stay up to date on the latest changes to our Terms and policies. ProCabby will not be held liable if you fail to review the notifications, or where you did not receive such notifications because (1) your contact information provided by you to ProCabby is incorrect or out of date, or (2) there is some technical failure related to your email, contact information, or mobile or computer device. We will also update the Last Updated date at the top of these Terms. By continuing to access or use our Services after we have posted a modification 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 sole recourse is to stop using and accessing the Services and close your account.

    Our Services are intended solely for persons who are the age of majority in their jurisdiction or older. Any use of the Services by anyone under the age of majority in their jurisdiction is expressly prohibited. PROCABBY SHALL NOT BE LIABLE FOR ANY ACTIVITIES THAT MAY BE CONDUCTED BY MINORS WITHOUT THE PERMISSION OF THEIR PARENTS OR LEGAL GUARDIANS.

    If applicable, you represent and warrant that you have good and sufficient authority to bind the entity, organization, agency, corporation, or partnership, which you represent and that by agreeing and accepting these Terms, the entity, organization, agency, corporation, or partnership is hereby bound.

    In order to access certain features of the Services you must sign up for an account with us ("ProCabby Account") by providing us your email address, creating a password, your name and Telephone number, which make up your ProCabby profile.

    Supplemental terms may apply to certain Services, such as rules for an event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services (see Section 13). 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.

    Should any provision of this Agreement be held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the extent permissible, and all other provisions will remain in effect and are enforceable by you or ProCabby.

    No waiver of any part of these Terms will be deemed to be a waiver of any other provision. No provision in these Terms will be deemed to be waived by reason of any previous failure to enforce it.

    The headings used in these Terms are for convenience of reference only. No provision of these Terms will be interpreted against any party merely because that party or its legal representative drafted the provision. All remedies are cumulative. Throughout these Terms, the words "including" or the phrases "e.g.", "such as" or "for example" have been used to mean "including, without limitation".

    2. THE SERVICES

    ProCabby links passengers with available certified taxi drivers ("Taxi Driver") immediately and 24/7 by providing a mobile platform through which certified Taxi Drivers appear online and passengers can make bookings. Our Services are provided to passengers for personal and non-commercial use only.

    PROCABBY IS NOT A LICENSED OPERATOR, TAXI DISPATCHER, OR TRANSPORTATION CARRIER. PROCABBY DOES NOT PROVIDE TRANSPORTATION OR LOGISTICS SERVICES. PROCABBY DOES NOT FUNCTION AS A TRANSPORTATION CARRIER. PROCABBY IS ONLY AN INTERMEDIARY BETWEEN THE PASSENGER AND THE TAXI DRIVER. ANY AND ALL SUCH TRNASPORTATION OR LOGISTIC SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY PROCABBY OR ANY OF ITS AFFILIATES. ONCE A PASSENGER MAKES A BOOKING, THE PASSENGER AND TAXI DRIVER ENTER INTO A CONTRACT FOR TAXI SERVICES.

    Procedures for access to the Service may be modified or changed by ProCabby, who will inform the passenger as soon as possible by e-mail or by any other means related to the App (including push notifications) or through a publication on the website.

    3. PAYMENTS AND FEES

    Passengers may download the ProCabby Passenger App free of charge from Apple ITunes App Store or the Google Play Store. ProCabby processes a $1.50 transaction fee from the passenger, for each ride or booking through the App or Software. Tips and gratuities ("Tip") are optional but encouraged for good services received. Taxi Drivers receive 100% of the Tip without incurring any additional fees.

    To facilitate payment for the ride or booking, ProCabby uses third-party payment applications to link your credit card account to our App and Service. The payment process will be subject to the terms and conditions, and privacy policy, of any third-party app, and these Terms. For a list of the third party policies that may govern the payment process, please refer to our Privacy Policy.

    ProCabby is not responsible for issues, errors, or other problems with or related to the third-party apps. ProCabby does not endorse such third-party services, content, or third-party beneficiaries, and in no event shall ProCabby be responsible or liable for any products or services of such third-party providers. ProCabby may receive information about the transaction details, which we will use only according to our Privacy Policy.

    Fares are determined by the Taxi Driver Type (i.e. Sedan Taxi, SUV Taxi, Luxury Taxi, Taxi Van, Pet Taxi, or Accessible Taxi) and based on the municipality or jurisdiction where you make the booking. ProCabby has no control whatsoever in modifying fares and rates charged to passengers for rides or bookings. Every user is treated equally. Any disputes regarding such should be directed to disputes@procabby.com. When you place an order for a ride or complete a booking, this implies acceptance of the Taxi Driver or taxi company"s terms and conditions.

    The ProCabby App also allows passengers to purchase rides or make bookings for groups or individuals listed on their ProCabby Account. Groups are managed in three formats: family, corporate, and government groups ("Group"). Members of such Groups may purchase rides using the administrator"s payment information or their own payment information on file. If you have been approved by ProCabby as the administrator of a ProCabby Group Account, you may (1) invite other users or passengers to become ProCabby members of that Group Account, (2) set limits on the amount of money members of that ProCabby Group Account may use, (3) assign credit cards or specific payment information for use by each member, and (4) allow or disallow credit card usage by each individual member of the Group.

    ProCabby also allows Group users to create smaller or sub-groups under the larger Group ("Sub-Group"). ProCabby may approve Group members to create such Sub-Groups and act as the administrator the Sub-Groups. Sub-Group administrators have the same authority as Group administrators regarding the Sub-Group.

    All ProCabby users and administrators of a Group or Sub-Group or otherwise, acknowledge and agree that ProCabby shall not be liable for any issues, transactions, misuse, or abuse of a Group or Sub-Group Account(s). Administrators of Group and Sub-Group Accounts shall be solely responsible for any and all transactions related to their Group or Sub-Group Account(s).

    You acknowledge and agree that by using any Group or Sub-Group Account(s), the Administrator of such Group or Sub-Group Account(s) may at any time access any information about rides purchased through or using the Group or Sub-Group Account(s).

    You agree to pay all fees and applicable taxes incurred by you or anyone using an account registered to you. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the App or Services.

    YOU ACKNOWLEDGE THAT PROCABBY IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED ACCOUNT CREDIT IF YOUR PROCABBY ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY.

    The Tip payment structure available on the App allows the user to compensate the Taxi Driver for the services provided. ProCabby does not automatically designate any portion of your payment as a Tip to the Taxi Driver. Any representation by ProCabby (on ProCabby"s website, in the App, or in ProCabby"s marketing materials) to the effect that Tipping is "voluntary," "not required," and "not included" in the payments you make for services or goods provided is not intended to suggest that ProCabby provides any additional amounts, beyond those described above, to the Taxi Driver. You understand and agree that, while you are free to provide additional payment as a Tip to any Taxi Driver who provides you with services obtained through the Service, you are under no obligation to do so. Tips are voluntary. After you have received services obtained through the Service, you will have the opportunity to add a Tip, rate your experience and leave additional feedback about your Taxi Driver.

    You shall be responsible for the cost of repair for damage to, or necessary cleaning of Taxi Driver vehicles and property, resulting from use of the Services under your ProCabby Account in excess of normal "wear and tear" damages and necessary cleaning ("Repair or Cleaning"). In the event that a Taxi Driver reports the need for Repair or Cleaning, and such Repair or Cleaning request is verified by ProCabby in ProCabby"s reasonable discretion, ProCabby reserves the right to facilitate payment for the reasonable cost of such Repair or Cleaning on behalf of the Taxi Driver using your payment method designated in your ProCabby Account. Such amounts will be transferred by ProCabby to the applicable Taxi Driver and are non-refundable.

    4. CREATING AN ACCOUNT & REGISTRATION

    You may only make bookings once you have fully registered through our App. This means you must have a valid credit card on file, whether you are member of a group or using a group credit card. Only legally entitled individuals may register on the App. If you reside in a jurisdiction which restricts the use of the Services, or restricts the ability to enter into agreements, because of your age, you must abide by such limits and must not use the Software or Services. If ProCabby suspects that you are not legally entitled to use our Services, your ProCabby Account may be temporary or permanently suspended or terminated, without notice.

    When you create a ProCabby Account, you will need to provide personal information including your email and username. These login details are confidential and should not be disclosed by you to any third-parties. Only you can ensure the confidentiality of your password and will be solely responsible for the use of such. You may modify your login details. ProCabby may unilaterally, for security or technical reasons, change your password or login details and notify you as soon as possible afterwards.

    By creating a ProCabby Account and registering through the ProCabby App, you agree and/or acknowledge:

      (a) To provide true, accurate, complete and up-to-date information about yourself and continue providing updates whenever necessary.

      (b) That the username or email you use to register a ProCabby Account shall not resemble any tradenames or company names of ProCabby. Any names or usernames that do not conform to ProCabby rules shall be deleted.

      (c) That you will not use the App: for any unlawful purpose; in a way that interrupts or disrupts the Software for other users; in a way that damages, impairs or renders the App less efficient; to transfer virus files, Trojans or harmful programs; to access or attempt to access the ProCabby Accounts of other users or penetrate or attempt to penetrate any security measures; to disseminate any content which is defamatory, obscene, or may have the effect of being harassing, threatening or abusive to an individual or group of individuals on any basis; or, to advertise or promote third-party or your own products or services.

      (d) To refrain from doing anything which ProCabby reasonably believes to be disreputable or capable of damaging ProCabby"s goodwill and reputation including but not limited to marketing, selling, or distributing, even free of charge, any benefits provided to you under these Terms to any third-party whatsoever. Notwithstanding this Section, passengers may occasionally allow a person of choice or additional passenger to benefit from the Services but the passenger must name the recipient at the time of receiving the Service in the App.

      (e) That ProCabby has limited control over the nature and content of information transmitted or received by you or other users. Although ProCabby reserves the right to do so, we do not monitor such content in the usual course of business and will not be liable for any such content.

      (f) To comply with all applicable laws in your jurisdiction.

      (g) To make payment in full to any Taxi Drivers introduced to you through the App for the services provided by the Taxi Drivers to you.

      (h) To treat the Taxi Drivers introduced to you through the App respectfully. You also agree to not cause any damage to the taxi.

      (i) To compensate and defend ProCabby full against any claims or legal proceedings brought against us by any other person as a result of your breach of these Terms.

      (j) To not use the Software or App to cause nuisance, annoyance or inconvenience.

      (k) That you may incur fees from the provider or carrier of the mobile services that you use and are solely responsible for the payment of such fees.

    You also agree that you are solely responsible for maintaining the confidentiality of your password chosen by you at the time you register a ProCabby Account. ProCabby shall not be responsible for any harm or damage resulting from the disclosure of your password or information by yourself to third-parties or use of your password by a third-party to access your ProCabby Account. ProCabby is entitled to assume that any access to your ProCabby Account is by you. If your ProCabby Account has been logged in or accessed from a second mobile device, ProCabby will notify you. Only one login at a time is permitted through the App. If you suspect any unauthorized access, you must (1) notify ProCabby immediately at abuse@procabby.com; (2) log back into your ProCabby Account; and, (3) change your password. Although ProCabby makes every possible effort to keep our App and Software secure, you agree that by using the Services, ProCabby shall not be liable for any issues, incidents, or breaches that arise during your use of the Services or App. For greater certainty, this applies as soon as you download and install our App, use our websites or web portal, whether your App, browser, or software used to access such, is active or inactive.

    5. PROHIBITED USE AND YOUR OBLIGATIONS

    Except as specifically permitted by ProCabby in writing, you agree not to:

      (a) Modify, incorporate into or with other software, or create a derivative work of any part of the App;
      (b) Sell, license (or sub-license), lease, assign, transfer, pledge, or share your rights under these Terms or to anyone else;
      (c) Copy, distribute, stream, broadcast, or reproduce the App for the benefit of third parties;
      (d) Disclose the results of any benchmarking of the App, or use such results for your own competing software development activities;
      (e) Modify, disassemble, decompile, reverse engineer, revise or enhance the software or attempt to discover the software"s source code;
      (f) Link to, mirror, or frame any portion of the Services;
      (g) 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;
      (h) Attempt to gain unauthorized access to or impair any aspect of the Services or App or its related systems or networks; or
      (i) Perform or participate in any other unauthorized or prohibited activities related to the App, Services or Software as indicated by ProCabby.

    By making a booking or requesting a ride through the Software or App, you agree to be at the pick-up location at the agreed time set out in the booking. If you are not at the pick-up location at the agreed time, the Taxi Driver is not obligated to wait, and you acknowledge and agree that you shall not have recourse of any kind against ProCabby. If the Taxi Driver decides to wait for you, you agree that a Time Charge may be charged to your ProCabby Account, and will be added automatically to your invoice at the end of your trip. While ProCabby is not obliged to make any adjustments to the invoice, ProCabby reserves the right in its sole and absolute discretion to modify the invoice and/or Time Charges.

    If you make a booking or request a ride through the Software or App, you agree that you may incur cancellation fees equivalent to the estimated cost of the ride and any additional Service fee that ProCabby may impose at its sole and absolute discretion. Such additional fees will be charged to your ProCabby Account. ProCabby"s current cancellation fee is $5.00 however this is subject to change without notice.

    If you make a booking or request a ride and wish to modify the destination, ProCabby reserves the right, in its sole and absolute discretion, to impose additional Service fees. Such additional fees will be charged to your ProCabby Account.

    6. INFORMATION DISCLOSURE

    To use the App and Service, prior to each order or booking, the passenger must accept the geo-localization setting in the App, provide to ProCabby their current location, and indicate whether the ride is an immediate or advanced booking. ProCabby will confirm to the passenger within the App: (1) the pick-up location and the destination, (2) the estimated time of arrival, and (3) the estimated cost of the ride and its duration, if a destination has been set. Cost and duration are estimates. ProCabby and the Taxi Driver shall not be liable or responsible for any estimates or failure to meet the estimates under any circumstances.

    You agree that ProCabby may provide to the Taxi Driver your profile picture and first name at the time of the ride or booking through the App. You will receive the corresponding Taxi Driver"s first name, profile picture, Taxi Car Number, and location. Other than that which is set out in these Terms and our Privacy Policy, ProCabby does not share any other personal information with Taxi Drivers or third parties. You will have the option to share your estimated time of arrival with one or more of your contacts through the App.

    When reviewing ride history, you may access the first and last name of the Taxi Driver, destination and cost of the ride. The Taxi Driver will have access to the your first and last name, destination and cost of the ride. The Taxi Driver will also have access to your telephone number if you used the telephone feature to call the Taxi Driver. If no calls were made between the user and Taxi Driver, the parties will not have access to any telephone numbers.

    7. DISCLAIMER

    By entering into these Terms and using the Software or Service, to the extent permitted by law, you agree that you shall undertake to defend and guarantee ProCabby against all liabilities, claims and damages and all costs, including lawyers" fees, following and/or resulting from a violation of these Terms for which you are responsible, and you agree to indemnify and hold ProCabby, its licensors and each such party"s parent organizations, subsidiaries, affiliated companies, distributors, affiliate (distribution) partners, shareholders, officers, directors, employees, representatives, members, attorneys, lawyers, licensees, agents, or others involved in creating, sponsoring, promoting, or otherwise making available the Software and its contents, harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including lawyer or attorney"s fees and costs) arising out of or in connection with:

      (a) any punitive, special, indirect or consequential loss or damages, any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim;

      (b) any inaccuracy relating to the (descriptive) information (including personal data, comments, and ratings) of the users as made available on our software;

      (c) the Services rendered by the driver;

      (d) any direct, indirect, consequential or punitive damages, losses or costs suffered, incurred or paid by you including lawyer or attorneys" fees and costs, pursuant to, arising out of or in connection with the use, inability to use or delay or virus of our Software and/or the server that the Software is hosted;

      (e) for any personal injury, death, property damage, or other direct, indirect, special consequential or punitive damages, losses or costs suffered, incurred or paid by you, whether due to legal acts, errors, breaches, gross negligence, willful misconduct, omissions, non-performance, misrepresentations, tort or strict liability by or wholly or partly attributable to the user, its employees, directors, officers, agents, representatives or affiliated companies, including lawyer and attorneys" fees and costs, including any partial cancellation, double-booking, strike, force majeure or any other event beyond ProCabby"s control;

      (f) any information on this Software sometimes linked to external sites over which our Services have no control and for which we assume no responsibility; or

      (g) any user violation or breach of any provision in these Terms or any applicable law or regulation, whether or not referenced herein.

    Without limiting the generality of the foregoing, you undertake to cover ProCabby and hold it harmless in the event of inappropriate or illegal use of your ProCabby Account, including in the event of illegal or inappropriate use by someone you have authorized to use your ProCabby Account. You agree to be held personally responsible for your use of the Services or App and for all your communications and activities through the Services.

    ProCabby reserves the right to take sole responsibility, at its own expense, for conducting the defense in and controlling any other cases for which you are normally obliged to guarantee it. If it does so, you will no longer have any obligation to provide a guarantee to ProCabby concerning the case in question. The provisions of this Section remain valid and in force after termination of these Terms or of your ProCabby Account.

    8. LIMITATION OF LIABILITY

    YOU EXPRESSLY ACKNOWLEDGE THAT USE OF THE SERVICES OR APP IS AT YOUR OWN RISK. THE SERVICES ARE SUPPLIED ON AN "AS IS" OR "AS AVAILABLE" BASIS. PROCABBY AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND OTHER REPRESENTATIVES WORDLWIDE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSES AND NON-INFRINGEMENT. PROCABBY MAY IN NO CASE BE HELD LIABLE FOR PAYMENT TO YOU OF ANY SUM OR ANY DAMAGES AS A RESULT OF YOUR BEING UNABLE TO USE ALL OR PART OF THE SERVICES.

    YOU WILL BEAR SOLE RESPONSIBILITY FOR ANY DAMAGE CAUSED TO PROCABBY, OR OTHER USERS OF THE SERVICES OR APP, OR ANY OTHER INDIVIDUAL OR LEGAL ENTITY AS A RESULT OF YOUR USE OF ALL OR PART OF THE SERVICES AND/OR APP IN VIOLATION OF THE LAW OR OF YOUR OBLIGATIONS AS STIPULATED IN THESE TERMS.

    ProCabby may introduce you to drivers for the purposes of providing transportation. Notwithstanding that we have assessed the legality of the driver based on their representations to us, you expressly waive and release ProCabby from any and all liability, claims or damages arising from or in any way related to the driver. ProCabby will not be a party to disputes or negotiations between you and any driver, nor will ProCabby manage payments or facilitate communications between you and any driver.

    You are responsible for the decisions you make regarding the Services offered through the Software or App. ProCabby will not assess the suitability, legality, or ability of any such drivers and you expressly waive and release ProCabby from any and all liability, claims, causes of action, or damages arising from your use of the Software, App, or Services, or in any way related to the Taxi Drivers and third parties introduced to you through the Software, App, or Services. By accepting the provision of the Services, you acknowledge that ProCabby has no involvement in the contractual relationship between you and the Taxi Driver.

    The aggregate cumulative amount of any liability of ProCabby under any duty or obligation connected with this Agreement in any way, whether based on warranty, contract, strict liability, or otherwise shall not exceed the purchase price for the Service.

    The limitations in this Section shall apply whether or not such damages are foreseeable, or whether ProCabby has been advised of the possibility of such damages.

    Subject to applicable law, ProCabby may not be held liable for circumstances beyond its reasonable control.

    9. TERMINATION

    ProCabby may temporarily or permanently suspend or terminate the account of any user or passenger at any time and take appropriate legal action if: (a) the user has violated any of the representations, warranties and obligations contained in these Terms or any policies and rules adjacent to it; (b) the user has engaged in fraudulent practices or fraudulent acts; or (c) ProCabby, in its sole and absolute discretion, has determined that the activities and attitudes of the user has caused or may cause some damage to third parties or ProCabby. You shall not be entitled to any damages or compensation for the cancellation or suspension of your account on the Software or App.

    ProCabby, may in its sole and absolute discretion, for any reason or no reason, and at any time after, discontinue providing its Services, with or without notice. ProCabby shall not be liable for any damage or loss caused by such an alteration or termination of the Service.

    You are under no obligation to use ProCabby Services, Software, or App, and may choose to stop using such at any time.

    In the event of termination or suspension of your ProCabby Account,

      - you may lose, and ProCabby may delete, your profile and related information you have provided to ProCabby. However, ProCabby reserves the right to store your profile and any of the aforementioned information on its servers for an indefinite period of time or as required by law;
      - you must immediately cease all use of the App or Services;
      - you must promptly uninstall the App; and
      - you will not be able to participate or benefit from the Services again without ProCabby"s express permission. To benefit from the Services again after termination, please contact ProCabby by phone at 1(833) PRO-CABY [776-2229] or by email at inquiries@procabby.com

    10. INTELLECTUAL PROPERTY

    Any and all content, including but not limited to trademarks, logos, symbols, domain names, trademarks, designs, industrial designs, images, photographs, backgrounds, icons, navigation tools, texts, among others, of the present Software or related to products and goods displayed on the software are protected by copyright and intellectual property and are owned by ProCabby or third parties authorized by ProCabby to develop activities on the Software. Such names, websites, and trademarks include but are not limited to: "ProCabby", "bestcab.ca", "bestcab.taxi", "brocaby.com", "clickonecab.com" "clickselectcab.com", "otaxi.express", "otaxi.limo", "procabbie.ca","procabbie.com", "procabbie.info", "pro-cabbie.com", "procabby.ca", "procabby.com", "pro-cabby.com","procaby.com", "procaby.ca", "procaby.co", "procaby.org", "procaby.info", "procabby.info", "procabby.org", "procabie.com", "pro-cabie.com", "pro-caby.com", "procaby.website", "selectonecab.ca", "takeonecab.taxi", "takeonecab.express", "takeonecab.ca", "takeonecab.com", "selectonecab.express".

    You agree to respect the intellectual property rights of ProCabby and others and are aware that intellectual property in this Software or App can never be used in any manner and in any media without our prior written permission of their owners. ProCabby is not liable for damages suffered by you or another user who has copied, transferred, distributed or otherwise protected content used in this Software, violating rights of third parties.

    ProCabby hereby grants you a non-exclusive, non-sublicensable, non-transferable, revocable licence and right to use the Software, App, and Service, solely for your own personal, non-commercial purposes, subject to the terms and conditions herein, on your personal device. All rights not expressly granted to you are reserved by ProCabby and its licensees.

    11. MAINTENANCE, BETA, AND SUPPORT

    ProCabby has no obligation to provide support, maintenance, upgrades, modifications, or new releases under these Terms. However, ProCabby may from time to time issue upgraded versions of the App, and may automatically, electronically upgrade the version of the App that you are using on your mobile device. You consent to such automatic upgrading, and agree that these Terms apply to all such upgrades.

    From time to time, ProCabby may offer test versions of a new Service, functionality, or feature of an existing Service ("Beta Service"), through the App or Software, for evaluation by you. If you use a Beta Service, you accept and acknowledge that:

      (a) the Beta Service is a pre-release version that is still under development and may not work as it is intended, or at all; the Beta Service might not be reliable and the results of the Beta Service may not be accurate; and, your use of the Beta Service might present risks of operational failure;

      (b) the Beta Service is intended for testing and evaluation only, and is provided on an "AS IS", "AS AVAILABLE" and "WITH ALL FAULTS" basis;

      (c) ProCabby reserves the right to change or terminate the Beta Service at any time without notice to you, and we are not obligated to release a commercial version of the Beta Service;

      (d) any commercial version of the Beta Service may be substantially different from the Beta Service and may not be compatible with certain software or systems;

      (e) ProCabby is not obligated to provide you with customer support for the Beta Service; and

      (f) any and all information you obtain regarding the Beta Service is confidential and you may not disclose that information to any other person or entity, or use that information for any purpose other than providing feedback to us.

    12. ASSIGNMENT

    These Terms and the benefits provided to you herein may not be assigned by you without prior written approval of ProCabby to any other person or third party but may be assigned without your consent by ProCabby to a parent or subsidiary, an acquirer of assets, or a successor by merger. Any purported assignment in violation of this section shall be null and void.

    13. PROMOTIONS

    ProCabby may, in its sole and absolute discretion, create promotional codes that may be redeemed for ProCabby Account credit, discounts, or other features or benefits related to the App or Services and/or a third-party provider"s services, subject to any additional terms that ProCabby may impose. ProCabby reserves the absolute right to

      - issue at any time promotional codes for passengers and users;
      - limit promotional offers to any user or number of users;
      - cancel or amend promotional offers at any time;
      - deactivate, cancel, suspend, or terminate any ProCabby Account where ProCabby suspects fraudulent activity respecting promotions or any breach of rules set out in promotions; or
      - retroactively charge any amount to the user"s ProCabby Account where fraud has been suspected or committed, and or there has been any misuse or suspected misuse of the App as deemed by ProCabby.

    Any user or passenger may be subject to pay further tax or duties for the use of the coupon or promotional offer. ProCabby is not obligated to replace stolen, lost, or deleted promotional codes. You agree to be bound by any additional terms or conditions that may be included for specific promotional offers.

    Without limiting the foregoing, you agree that promotional codes:

      - must be used for the intended audience and purpose, and in a lawful manner;
      - 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 ProCabby;
      - may be disabled by ProCabby at any time for any reason without liability to ProCabby;
      - may only be used pursuant to the specific terms that ProCabby establishes for such promotional codes;
      - are not valid for cash; and
      - may expire prior to your use.

    14. USER CONTENT

    ProCabby may, in its sole and absolute discretion, permit you from time to time to submit, upload, publish or otherwise make available to ProCabby through the App or Services textual, audio, and/or visual content and information, including commentary and feedback related to the 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 ProCabby, you grant ProCabby a worldwide, perpetual, irrevocable, transferrable, royalty-free license, 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 Services and ProCabby"s business and on third-party 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:

      - you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant ProCabby the license to the User Content as set forth above; and
      - neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor ProCabby"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 or inappropriate, as determined by ProCabby in its sole and absolute discretion, whether or not such material may be protected by law. ProCabby may, but shall not be obligated to, review, monitor, or remove User Content, at ProCabby"s sole and absolute discretion and at any time and for any reason, without notice to you.

    15. CONTACT

    For any questions or for notice regarding these Terms, Privacy Policy, or related documents, please contact:

    ProCabby reserves the right to communicate with you regarding the Services, App, Software and your use of its website. You Consent to ProCabby"s use of any contact information that you provide to ProCabby in doing so. For more information on how ProCabby uses your information, please see the ProCabby Privacy Policy. You agree that the Services may send you text (SMS) messages as part of the normal business operation of your use of the Services. You also agree that you may incur costs from such text messages according to your mobile plan(s).

    You agree and accept that ProCabby, its directors, officers, employees, agents, consultants or subcontractors have the right to use, reproduce, transmit, and delete (as applicable) your content, including all materials, information, data or code that you upload, store, transmit, receive or process in connection with the Services, in such manner as may be necessary to enable ProCabby to perform the Services and otherwise exercise any right or perform any obligations under these Terms.

    Any notice or other significant communication given to you pursuant to these Terms will be in writing, addressed to an email address or address that you provided to ProCabby when acquiring your first Service and sent to you by email or by notification on the ProCabby website. ProCabby reserves the right, in its sole and absolute discretion, to choose the appropriate method of notice to you (by email or by website notification) taking into account the sensitivity and importance of the notice.

    Any notice or other significant communication given to ProCabby pursuant to these Terms will be in writing and sent to ProCabby at the address set out above. All notices sent by ProCabby, will be deemed to have been received by you, the user, one (1) business day following email transmission.

    Those sections of these Terms which by their nature should survive the termination or expiration of these Terms shall remain in full force and effect following the expiration or termination these Terms.

    16. WARRANTIES

    IF YOU RESIDE IN THE EUROPEAN ECONOMIC AREA ("EEA") OR SWITZERLAND, PROCABBY SERVICES AND APP WILL BE PROVIDED WITH REASONABLE CARE AND SKILL AND NO OTHER PROMISES OR WARRANTIES ABOUT THE SERVICES ARE MADE.

    IF YOU RESIDE OUTSIDE THE EEA AND SWITZERLAND, PROCABBY SERVICES AND APP ARE LICENSED AND PROVIDED "AS IS". YOU USE THEM AT YOUR RISK. TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAW, PROCABBY GIVES NO EXPRESSED, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR PRACTICE. PROCABBY DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICE, THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR FREE FROM ERRORS, BUGS, CORRUPTION, LOSS, INTERFERENCE, HACKING OR VIRUSES, OR THAT PROCABBY SERVICES WILL INTEROPERATE OR BE COMPATIBLE WITH ANY OTHER SOFTWARE OR SYSTEM. PROCABBY DOES NOT WARRANT OR GUARANTEE ANY THIRD PARTY PRODUCT OR SERVICE YOU MAY CHOOSE TO IMPLEMENT ON YOUR WEBSITE OR THROUGH PROCABBY SERVICES.

    17. INTERPRETATION, GOVERNING LAW, DISPUTE RESOLUTION

    These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without reference to the conflict of laws, and all disputes arising out of or related to this Agreement will be brought exclusively to the courts located in the Province of Ontario, City of Ottawa. Neither party will be prevented from enforcing any related judgment against the other party in any other jurisdiction.

    The Services and App are controlled and operated by ProCabby from within Canada, with servers in Canada. ProCabby makes no representations or warranties that the content or materials of the Services or App are appropriate or lawful in countries outside Canada, or that any items or applications offered for sale or download through links on the Services will be available outside Canada. Those who choose to access the Services from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. You may not use or export or re-export any content downloaded from ProCabby or any copy or adaptation of such content, in violation of any applicable laws or regulations, including without limitation Canadian export laws and regulations.

    All disputes, claims or controversies arising out of or relating to these Terms, any ProCabby Service and its marketing, or the relationship between you and ProCabby ("Disputes") shall be determined by mediation. This includes claims that accrued before you entered into these Terms. The only Disputes not covered by this Section are claims (i) regarding the infringement, protection or validity of your, ProCabby or ProCabby"s licensors' trade secrets or copyright, trademark or patent rights; and (ii) brought in small claims court.

    You and ProCabby shall first attempt to resolve any Dispute informally for at least 30 days before initiating mediation. If you and ProCabby cannot resolve a Dispute informally, you or ProCabby may elect to have the Dispute finally and resolved by mediation. The mediation shall be facilitated by a mediator of ProCabby"s choice. The mediation may be conducted in person in the City of Ottawa, Ontario, Canada. The language of the mediation and/or arbitration shall be English, unless you do not speak English, in which case you will be responsible for obtaining the proper help in translation and legal services, in attending the mediation and/or arbitration for it to be conducted in both English and your native language.

    YOU AND PROCABBY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

PRIVACY POLICY

Last Updated: June 27, 2020

    GENERAL

    This Privacy Policy reflects how ProCabby Ltd., its officers, directors, employees, subsidiaries, agents, assigns, and affiliates, ("ProCabby", "we", "us", "our") collects, uses, retains, stores, and discloses your Personal Information, through its online platforms, including the mobile application ("App") and website, in order to connect third-party certified taxi drivers ("Taxi Driver") with individuals ("you", "yours", "user") seeking to use taxi or transportation services ("Services").

    We may change this Privacy Policy at any time by posting a new version available on our home page. The new version will be effective as of the "Last Updated" date above. We will notify you by email if we make material changes to the Privacy Policy and you will have the option to opt-out of our Privacy Policy and Services.

    The following defined terms apply to this Privacy Policy:

    "Consent" means the voluntary, unequivocal, expressed, informed, and unambiguous indication from you stating that you, wish to affirm or agree to this Privacy Policy or permit the processing of your Personal Information.

    "Personal Information", "personal data" or "personally identifiable information" means any information related to a natural person or what is sometimes called a "data subject", whether collected on the internet or not, which can be used to directly or indirectly identify the person (sometimes referred to as "personal data"). This can be anything from a name, telephone number, photo, email address, bank details, posts on social networking websites, medical information, or a computer internet protocol ("IP") address. Personal Information also includes characteristic, opinions, health, or financial information about/of an individual.

    "Processing" means any work we do with Personal Information, including how we change Personal Information into non-personally identifiable information or aggregate information (i.e. pseudonymization), whether by automated means or not. This includes collecting, retaining, using, disclosing, storing, and destroying the information.

    "Third Party" means a person or organization other than the Controller or Processor who is authorized by agreement or contract with the Controller or Processor to access and process the Personal Information.

    For greater certainty, the terms used in this Privacy Policy have the same meanings as in our Terms of Service, which is available on our website. In the case there is a conflict of terms, the interpretation and definitions in the Terms of Service shall apply.

    This Privacy Policy applies to any and all users of any ProCabby App, whether they are the user or Taxi Driver.

    WHO IS PROCESSING YOUR INFORMATION

    For the purposes of this Privacy Policy, ProCabby is a data controller of your Personal Information. We are a registered company located at Minto Place RO, 407 Laurier Ave West, Ottawa, Ontario, Canada K1R 7Z1.

    Unless otherwise provided under the Terms and this Privacy Policy to Third Parties, your Personal Information is only controlled by, or passes through, our servers in Ontario, Canada.

    WHY WE COLLECT YOUR INFORMATION

    We process Personal Information and non-identifiable information for our own security, diagnostic, authentication and billing purposes. We collect IP address information to prevent hacking and fraud, and for diagnostics and data traffic analysis to improve our games and Services. We may also engage third party services to:

    • Develop, operate, support, maintain, and improve our Services;
    • Analyze trends;
    • Optimize our website and App;
    • Customer service;
    • Conduct security checks and verify identities;
    • Comply with audit and regulatory purposes;
    • Send marketing communications or otherwise communicate with our users;
    • Process payments;
    • Provide receipts and reports;
    • Resolve disputes;
    • Collect fees;
    • Legal requirements;
    • Troubleshoot problems; and,
    • Inform you of security breaches.

    ProCabby's legal basis for collecting and processing your Personal Information includes:

    • Providing you with the Services, including creating your ProCabby Account, detecting bugs, addressing fraud, etc.;
    • Addressing knowledge base development, examples and solutions, and referrals or point of reference to look up client history for any situations; and
    • Improving the App and Services.

    For residents and data subjects from the EU, we will ask for Consent before collecting your information.

    For residents in other jurisdictions, including Canada and the US, wherever possible we will seek your Consent before collecting your Personal Information. By using our Services, downloading our applications or playing our games, you impliedly agree to the collection and use of your Personal Information under this Privacy Policy and in accordance with our Terms of Service.

    ALL USERS MAY WITHDRAW CONSENT AT ANY TIME. IF YOU WOULD LIKE US TO STOP COLLECTING, USING, RETAINING YOUR PERSONAL INFORMATION, OR REQUEST THAT WE DISPOSE OF YOUR PERSONAL INFORMATION, OR REQUEST TO EXERCISE ANY OF YOUR RIGHTS UNDER THIS ARTICLE, PLEASE EMAIL US AT CANCEL@PROCABBY.COM. ONCE WE VERIFY YOUR IDENTITY, WE WILL DO OUR BEST TO SATISFY YOUR REQUEST AS SOON AS POSSIBLE.

    WHAT INFORMATION WE COLLECT

    We only collect information in relation to our legitimate interests (namely, to provide computer and mobile application games to you), and with your Consent. ProCabby will only retain and process information that is absolutely necessary and will limit access to your Personal Information to those who need it to provide the Services. We do not collect or process Personal Information further than what we require for the basic functionalities of our games and Services. When you register for a ProCabby Account or use our App or Services, we may collect or process the following Personal Information:

      From Passengers

      • Full Name
      • Email
      • Address
      • Geo-location on Google Maps
      • Credit card information

      From Drivers

      • Full Name
      • Email
      • Address
      • DOB
      • Picture of: Driver's License,Taxi Chauffeurs License, Taxi Vehicle, The Driver
      • Banking Information (for Taxi Drivers)
      • Geo-location on Google Maps
      • Social Security and/or social insurance numbers (last 4 digits)

      During Operation (Driver and Passenger)

      • Pick up location
      • Drop off location

      Optional (Driver and Passenger)

      • Picture of Passenger to be added to their public profile used to identify the passenger to the driver
      • Picture of Driver to be added to their public profile used to identify the Driver to the Passengers

    We collect and retain information from or about you in the following ways:

    • Information that is provided and generated when a user creates his or her ProCabby Account. Most of this data is available to the user by logging into his or her ProCabby Account and can be updated by the user in the ProCabby Account settings section.
    • Information while assisting users through our customer support Services to investigate and address users’ concerns and improve our Services. Information gathered or produced during support of our users is retained for as long the information is required to ensure that we address concerns and issues in the best way possible. Information we may request from you to complete customer service requests include your user name, your name, and your email address. Other information may be required if ProCabby needs to verify your identity.
    • Server logs.
    • Information from user or partners to communicate with our users about our current and upcoming products, Services, promotions, studies, surveys, news, updates and events.
    • Legal records as support for any actual or anticipated legal matter. This includes litigation, pre-litigation, and dispute resolution information or information pertinent to any such claims or disputes.
    • Information we may find about you available publically or online through social media outlets and platforms including Facebook, Twitter, Instagram, etc. with links to our social media accounts or platforms.

    WE DO NOT COLLECT, USE, STORE, OR DISCLOSE SENSITIVE INFORMATION RELATED TO YOUR PERSONAL FINANCES OR HEALTH. PLEASE DO NOT SEND US ANY SUCH INFORMATION.

    HOW WE SHARE INFORMATION

    ProCabby generally does not share or disclose your Personal Information to others without notifying you or unless required by law or otherwise set out in this Article.

    Some of ProCabby’s Services and features require that we share information with other partners and third party providers, or for legal reasons or in the event of a dispute. We engage the following third party service providers:

    ProCabby may also share Personal Information:

    • For legal reasons or in the event of a dispute. ProCabby may share your information if we believe it is required by applicable law, regulation, operation agreement, legal process or governmental request. This includes sharing your information with law enforcement officials, government authorities or other third parties as necessary to enforce our Terms of Service or this Privacy Policy, user agreements or other policies to protect our rights or property or the rights or property of others, or where there is a dispute relating to your use of our Services; and
    • In the event that ProCabby’s business activities are transferred partly or totally to any third party, such third parties may access your Personal Information. In that case, ProCabby would notify you and allow your Personal Information to be transferred to the acquiring third party.

    Given the nature of our Services, we provide the following user information to Taxi Drivers for each ride or booking made through our App:

    • First and last name;
    • Profile picture;
    • Geo-location;
    • Destination; and
    • Telephone number (where you call either the user or Taxi Driver through the App).

    ProCabby provides to the user the same information listed above as it relates to the Taxi Driver, including the Taxi Number, for each ride or booking made through our App.

    The information provided to the user or Taxi Driver, including any Group or Sub-Group Administrators, about the user or Taxi Driver may be accessed by the other party for record keeping purposes through the App history. App history information will also outline the destination and cost of the ride. This information will be kept on our files in accordance with the law, and users or Taxi Drivers may access same before the information is deleted from our systems. Group or Sub-Group Administrators must ensure that they maintain their own copies of these transactions to comply with their own legal requirements.

    Users of the App may share their geo-location, destination, and time of arrival with other users of the App or their contacts. Group or Sub-Group Administrators also have access to Personal Information of each member of the Group as recorded in the user’s profile. TO THE EXTENT THAT THE USER CHOOSES TO SHARE HIS OR HER INFORMATION FREELY WITH ANY THIRD PARTY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, PROCABBY DECLINES ANY LIABILITY FOR INCIDENTS ARISING FROM SUCH SHARING AND VOLUNTARY DISCLOSURE ON THE PART OF THE USER.

    INTERNATIONAL TRANSFER

    Your Personal Information will be transferred to and processed in Canada where our servers are located. If you are a European Union data subject or accessing our Services from the European Union, be advised that we use European Commission approved contract clauses (Standard Contractual Clauses) if your Personal Information is transferred outside of Canada. Where we share data with third party companies or service providers, we use these clauses to protect your data.

    WHAT RIGHTS YOU HAVE

    Right to Access
    You have the right to know what Personal Information ProCabby retains about you. If you would like more information on how ProCabby processes Personal Information, please email privacy@procabby.com.

    Right to be Forgotten
    You may have a right to request deletion of some of your data. ProCabby is required by law to retain certain data, which cannot be deleted for a period of time.

    Right to Object
    You may object to the processing of your data or if you wish to ask ProCabby not to process your Personal Information for direct marketing purposes.

    Right to Information Accuracy
    You can correct your personal data if you feel it is inaccurate or there is an error by logging in to your ProCabby Account to make the changes. If you think ProCabby’s records are inaccurate or there is an error in our information and you cannot make the required changes through your ProCabby Account, please contact us.

    Right to Restrict Processing
    You have the right to restrict the way ProCabby processes your Personal Information. If you would like ProCabby to change the way it processes your Personal Information, please email privacy@procabby.com.

    Right to Data Portability
    You have the right to request a copy of the Personal Information ProCabby has about you in a reasonable form. If you would like to receive a copy of your Personal Information from ProCabby, please email privacy@procabby.com and ProCabby will provide you with a PDF of your Personal Information.

    To exercise any of your rights in this Section, please contact privacy@procabby.com. ProCabby may request information from you when you contact ProCabby to verify your identity and in order to complete any of the above customer service requests.

    Under California law, California residents may request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. We do not share our customer's personal information with unaffiliated third parties for direct marketing purposes without their Consent. If at any time you wish to opt out of having your personal information shared with third parties and/or receiving information from ProCabby about new products, services, or promotions, you can do so by contacting us at privacy@procabby.com.

    TRACKING TECHNOLOGIES

    ProCabby uses tracking technologies like cookies, beacons, tags, scripts and unique codes used in apps. We use this technology for various purposes, including maintenance of user settings (e.g. language preference) and authentication. These technologies are used in analyzing trends, administering the websites or App, tracking users’ movements around the websites or apps and gathering demographic information about our user base.

    We collect certain aggregate information using "cookies". Cookies help us identify you as a return visitor and which can help us apply your individual preferences. A cookie is a small text file that a website can send to your browser, which may then store the cookie on your hard drive. The goal is to save you time next time you visit, provide you with a more meaningful visit, and measure website activity. Cookies in and of themselves cannot be used to reveal your identity. Many browsers, however, allow you to disable cookie collection if you wish, or inform you when a cookie is being stored on your hard drive.

    ProCabby may employ third party technologies or tools to collect non-personally identifiable information concerning hardware, habits, behaviors and use of our Services. The information collected helps us better adapt our Services to your interests. The information may include, but is not limited to:

    • IP Address. An IP address is the unique number that is used by computers on the network to identify your computer every time you log on to the Internet. ProCabby may track such IP addresses for system administration, to report aggregate information, site tracking, security purposes, or to prevent our servers from being abused.
    • Geo-location. ProCabby may track the location from which the users or Taxi Drivers access our Services.
    • Operating system ("OS"). ProCabby may track the OS users or Taxi Drivers use to access our Services.
    • Browser. ProCabby may track the type of browser users or Taxi Drivers use to access our Services.
    • Version of the App. ProCabby may track which version the users or Taxi Drivers are using when they access our Services.

    INFORMATION SECURITY

    We maintain physical, technical and administrative safeguards. We update and test our security technology on an ongoing basis. We also take reasonable steps to assure that third party service providers to whom we transfer any data will provide sufficient protection of Personal Information and we restrict access to your personal data to only authorized individuals. In addition, we require that members of our team sign agreements regarding confidentiality and maintaining the privacy and security of your information. Some of our security processes include:

    • Encryption of data at rest and in transit;
    • Strict filtering rules;
    • Stateless firewalls;
    • Brute force detection;
    • Secured and monitored facilities;
    • Authorization to access Personal Information only for employees, contractors, and agents who have undergone background checks; and
    • Vault clusters to store API keys, application passwords and other secrets.

    DESPITE OUR REASONABLE EFFORTS TO KEEP YOUR PERSONAL INFORMATION SECURE, NO COMPANY CAN GUARANTEE THE COMPLETE SECURITY AND PRIVACY OF ITS SERVICES, INFORMATION AND OTHER DATA. OUR PRIVACY POLICIES AND PROCEDURES ARE "AS IS" AND PROCABBY MAKES NO REPRESENTATIONS AS TO THE FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.

    MINORS

    We do not knowingly collect or store any Personal Information from children under the age of majority in their jurisdiction. If parents or guardians believe that we have unintentionally collected their children’s personal information, they may request the deletion of the information by contacting us urgent@procabby.com.

    AS FAR AS IS PERMITTED BY APPLICABLE LEGISLATION, PROCABBY DECLINES ANY RESPONSIBILITY REGARDING ANY ACTIVITIES WHICH MAY BE CONDUCTED BY CHILDREN WITHOUT THE PERMISSION OF THEIR PARENTS OR LEGAL GUARDIANS.

    CONTACT INFORMATION

    If you have questions or concerns regarding data protection at ProCabby, you may contact our Data Protection Office by writing to:

      ProCabby Data Protection Officer
      dpp@procabby.com
      Minto Place RO, 407 Laurier Ave West,
      Ottawa, Ontario, Canada K1R 7Z1
      PO BOX 56026

    If you are an EU data subject or have accessed our Services or games form the EU, you may contact your EU independent public authority(ies) responsible for monitoring the application of the GDPR in order to protect the fundamental rights and freedoms of natural persons in relation to processing and to facilitate the free flow of personal data within the Union.

    For any and all other users, if you feel that ProCabby has violated your rights, or if you wish to raise a concern with the data protection authorities, please contact the supervisory authority in the country where you live, work, or where you believe a breach of data protection law has occurred.

TERMS OF SERVICE & CONDITIONS FOR DRIVERS

Last Updated: June 27, 2020

    ProCabby Ltd., its affiliates, officers, directors, employees, agents, and assigns (hereinafter, "ProCabby", "we" or "us"), a corporation based out of Ottawa, Ontario, Canada, provides an online mobile platform for drivers ("App") that connects certified taxi drivers ("you", "yours", "Taxi Driver") with individuals ("passengers") seeking to use taxi or transportation services ("Services").

    These Terms apply to all our Services provided to you through our App, whether you ultimately provide rides to passengers or not through our App, directly or indirectly, made available online or through any mobile device. By accessing or using the Services, including by communicating with us or other users, or by accessing or using our App or any of our applications through whatever platform ("Software"), you acknowledge and agree you have read, understood, will comply with, and be legally bound by, the provisions of these Terms of Service ("Terms"), whether or not you become a Taxi Driver through the Services. These Terms govern your access to, and use of, the Services and constitute a binding legal agreement between you and ProCabby.

    Your use of the Services or our App does not create an employment relationship between you and ProCabby and under no circumstances will you be considered an employee, officer, director, agent, or assign, etc., of ProCabby or its affiliates. You agree not to hold yourself out as an employee, officer, director, agent, or assign, etc., of ProCabby at any time.

    By using our Services or our App, you agreed to be bound by these Terms and the ProCabby Privacy Policy. If you do not agree to abide by these Terms including the ProCabby Privacy Policy (which is incorporated by reference to these Terms), and you are not willing to be bound by them, do not install our App and/or promptly erase it and any part thereof, from your mobile or online device, and do not use or continue to use the App in any manner whatsoever.

    The Software is owned, operated and provided by ProCabby and it is provided to you for your personal use only subject to the Terms set out below.

    If you have any questions for us concerning these Terms or ProCabby generally, please contact us at legal@procabby.com.

    1. GENERAL

    All of the provisions in the Terms, together with ProCabby's Privacy Policy and any additional user policies provided related to the Services and referenced herein constitute the entire agreement between you and ProCabby and supersedes and replaces all prior or contemporaneous discussions, negotiations, understandings and agreements, written or oral, regarding such. ProCabby reserves the right, at our sole discretion, to modify our Services or to modify these Terms at any time. If we modify these Terms, we will post the modification on our Services or website. We will also update the Last Updated date at the top of these Terms. By continuing to access or use our Services after we have posted a modification 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 sole recourse is to stop using and accessing the Services and close your account.

    Our Services and the App are intended solely for persons who are the age of majority in their jurisdiction or older, and who have a government issued driver's license. Any use of the Services or App by anyone under the age of majority in their jurisdiction is expressly prohibited. PROCABBY SHALL NOT BE LIABLE FOR ANY ACTIVITIES THAT MAY BE CONDUCTED BY MINORS WITHOUT THE PERMISSION OF THEIR PARENTS OR LEGAL GUARDIANS.

    Should any provision of this Agreement be held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the extent permissible, and all other provisions are severable, will remain in effect, and are enforceable by you or ProCabby.

    No waiver of any part of these Terms will be deemed to be a waiver of any other provision. No provision in these Terms will be deemed to be waived by reason of any previous failure to enforce it.

    The headings used in these Terms are for convenience of reference only. No provision of these Terms will be interpreted against any party merely because that party or its legal representative drafted the provision. All remedies are cumulative. Throughout these Terms, the words "including" or the phrases "e.g.", "etc.", "such as" or "for example" have been used to mean "including, without limitation".

    2. THE SERVICES

    ProCabby links passengers with available Taxi Drivers immediately and 24/7 by providing a mobile platform through which certified Taxi Drivers appear online and passengers can make bookings. Our Services under these Terms are provided to Taxi Drivers for personal use only.

    PROCABBY IS NOT A LICENSED OPERATOR, TAXI DISPATCHER, OR TRANSPORTATION CARRIER. PROCABBY DOES NOT PROVIDE TRANSPORTATION OR LOGISTICS SERVICES. PROCABBY DOES NOT FUNCTION AS A TRANSPORTATION CARRIER. PROCABBY IS ONLY AN INTERMEDIARY BETWEEN THE PASSENGER AND THE TAXI DRIVER. ANY AND ALL SUCH TRANSPORTATION OR LOGISTIC SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY PROCABBY OR ANY OF ITS AFFILIATES. ONCE A PASSENGER MAKES A BOOKING, THE PASSENGER AND TAXI DRIVER ENTER INTO A CONTRACT FOR TAXI SERVICES.

    Procedures for access to the Service may be modified or changed by ProCabby, who will inform you as soon as possible by e-mail or by any other means related to the App (including push notifications) or through a publication on the website.

    3. PAYMENTS AND FEES

    Taxi Drivers may download the ProCabby App free of charge from Apple ITunes App Store or the Google Play Store. ProCabby processes a $1.50 transaction fee from the passenger, for each ride or booking through the App or Software. Tips and gratuities ("Tip") are optional but encouraged for good services received. Taxi Drivers receive 100% of the Tip without incurring any additional fees.

    To facilitate payment for the ride or booking, ProCabby uses third-party payment applications to link your credit card account to our App and Service. The payment process will be subject to the terms and conditions, and privacy policy, of any third-party app, and these Terms. For a list of the third party policies that may govern the payment process, please refer to our Privacy Policy.

    ProCabby is not responsible for issues, errors, or other problems with or related to the third-party apps. ProCabby does not endorse such third-party services, content, or third-party beneficiaries, and in no event shall ProCabby be responsible or liable for any products or services of such third-party providers. ProCabby may receive information about the transaction details, which we will use only according to our Privacy Policy.

    You agree and accept that the passenger shall be responsible for the cost of repair for damage to, or necessary cleaning of your vehicles and property, resulting from use of the Services under your ProCabby Account in excess of normal "wear and tear" damages and necessary cleaning ("Repair or Cleaning"). In the event that you report the need for Repair or Cleaning, and such Repair or Cleaning request is verified by ProCabby in ProCabby's reasonable discretion, ProCabby reserves the right to facilitate payment for the reasonable cost of such Repair or Cleaning on your behalf. Such amounts will be transferred by ProCabby to you using your payment method designated in your ProCabby Account.

    4. CREATING AN ACCOUNT & REGISTRATION

    For the purpose of this Section, the following defined terms apply:

      "Active Account" means a Verified Account where the user that submitted all required documents and Bank Information, has been approved by our Banking partner, and may accept calls or bookings through the App.

      "Inactive Account" means an account where the Taxi Driver does not appear online, and consistently rejects all calls for a period of six (6) months.

      "Unverified Account" means an account where the Taxi Driver has not provided all required documents and remains unapproved by ProCabby.

      "Verified Account" means an account where the Taxi Driver has submitted all required documents and has been approved by ProCabby.

    You may only become a ProCabby driver once you have registered through our App. Only certified Taxi Drivers may register on the App as a ProCabby driver. By signing up or starting an application to become a ProCabby Taxi Driver, you are representing and warranting that you have the required certifications or authorizations required by your jurisdiction or the jurisdiction in which you intend to provide taxi services, and you acknowledge that ProCabby may rely on such representation and warranty. If ProCabby suspects that you are not certified or authorized to provide taxi services in your jurisdiction or the jurisdiction in which you intend to provide taxi services through ProCabby, your ProCabby Account registration/application or your Active Account will be canceled or terminated.

    In order to create an Active Account, ProCabby must verify your information. Information required for ProCabby to verify your account may include:

      - A copy of government issued photo identification;
      - A copy of a valid driver's license;
      - A copy of all necessary certifications or authorizations required for taxi drivers in your jurisdiction and the jurisdiction in which you intend to provide taxi services using the Services and App;
      - Any and all other documents required by ProCabby.

    When you create a ProCabby Account, you will need to provide personal information including, but not limited to, your email, username, a password, and telephone number. These login details are confidential and should not be disclosed by you to any third-parties. Only you can ensure the confidentiality of your password and will be solely responsible for the use of such. You may modify your login details. ProCabby may unilaterally, for security or technical reasons, change your password or login details and notify you as soon as possible afterwards.

    By creating a ProCabby Account and registering through the ProCabby App, you agree and/or acknowledge:

      (a) To provide true, accurate, complete and up-to-date information about yourself and continue providing updates whenever necessary.

      (b) That the username or email you use to register a ProCabby Account shall not resemble any trade names or company names of ProCabby. Any names or usernames that do not conform to ProCabby rules shall be deleted.

      (c) That you will not use the App: for any unlawful purpose; in a way that interrupts or disrupts the Software for other users; in a way that damages, impairs or renders the App less efficient; to transfer virus files, Trojans or harmful programs; to access or attempt to access the ProCabby Accounts of other users or penetrate or attempt to penetrate any security measures; to disseminate any content which is defamatory, obscene, or may have the effect of being harassing, threatening or abusive to an individual or group of individuals on any basis; or, to advertise or promote third-party or your own products or services.

      (d) To refrain from doing anything which ProCabby reasonably believes to be disreputable or capable of damaging ProCabby's goodwill and reputation including but not limited to marketing, selling, or distributing, even free of charge, any benefits provided to you under these Terms to any third-party whatsoever.

      (e) That ProCabby has limited control over the nature and content of information transmitted or received by you or other users. Although ProCabby reserves the right to do so, we do not monitor such content in the usual course of business and will not be liable for any such content.

      (f) To comply with all applicable laws in your jurisdiction.

      (g) To treat the passengers introduced to you through the App respectfully.

      (h) To compensate and defend ProCabby full against any claims or legal proceedings brought against us by any other person as a result of your breach of these Terms.

      (i) To not use the Software or App to cause nuisance, annoyance or inconvenience.

      (j) That you may incur fees from the provider or carrier of the mobile services that you use and are solely responsible for the payment of such fees.

      (k) To review and be bound by ProCabby's Privacy Policy or any other policy or rule provided to you by ProCabby.

    You also agree that you are solely responsible for maintaining the confidentiality of your password chosen by you at the time you register a ProCabby Account. ProCabby shall not be responsible for any harm or damage resulting from the disclosure of your password or information by yourself to third-parties or use of your password by a third-party to access your ProCabby Account. ProCabby is entitled to assume that any access to your ProCabby Account is by you.

    You further agree and acknowledge that if at any time ProCabby suspects any breach of these Terms or other ProCabby rules or policies by you, in addition to its rights under Section 10, ProCabby reserves the right, in its sole and absolute discretion, to deem your Active Account as an Inactive Account, without prior notice to you, until such time as ProCabby thinks reasonable to reinstate your Active Account.

    5. PROHIBITED USE AND YOUR OBLIGATIONS

    Except as specifically permitted by ProCabby in writing, you agree not to:

      (a) Modify, incorporate into or with other software, or create a derivative work of any part of the App

      (b) Sell, license (or sub-license), lease, assign, transfer, pledge, or share your rights under these Terms or to anyone else;

      (c) Copy, distribute, stream, broadcast, or reproduce the App for the benefit of third parties;

      (d) Disclose the results of any benchmarking of the App, or use such results for your own competing software development activities;

      (e) Modify, disassemble, decompile, reverse engineer, revise or enhance the software or attempt to discover the software's source code;

      (f) Link to, mirror, or frame any portion of the Services;

      (g) 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;

      (h) Attempt to gain unauthorized access to or impair any aspect of the Services or App or its related systems or networks; or

      (i) Perform or participate in any other unauthorized or prohibited activities related to the App, Services or Software as indicated by ProCabby.

    By agreeing to a booking or providing a ride through the Software or App, you agree to be at the pick-up location at the agreed time set out in the booking. If the passenger is not at the pick-up location at the agreed time, you must make best efforts to accommodate the passengers. Accommodation includes waiting for at least two (2) minutes before departing and indicating on the App that you do not intend to provide the ride to the passenger. You acknowledge and agree that you shall not have recourse of any kind against ProCabby where a passenger fails to pay you or complete a booking.

    If you agree to a booking or providing a ride through the Software or App, you may charge the passenger a cancellation fee up to the estimated cost of the ride ("Cancellation Fee"). Such additional fees will be charged to the passenger's ProCabby Account and will be transferred by ProCabby to you using your payment method designated in your ProCabby Account. The Cancellation Fee is automatically processed through the ProCabby App from the passenger to the Taxi Driver. The Taxi Driver may not collect or request the Cancellation Fee directly from the passenger.

    6. SHAREHOLDING OPTION
    6.1 Taxi Drivers - Shareholding Incentives

    ProCabby offers an innovative share incentive to its Taxi Drivers intended to increase its driver base. Taxi Drivers are entitled to receive Class D Non Voting, Non Profit Sharing (dividends) Shares ("Shares") in the capital of ProCabby Ltd. based on the following events:

      (a) Upon creation of an Active Account, the Taxi Driver shall be entitled to receive 20,000 Shares.

      (b) Referrals:

        (i) For every driver who has downloaded the App and created a Verified Account ("referral"), the Taxi Driver shall be entitled to receive 5,000 Shares upon verification and activation of the referred account.

        (ii) Once the referral has attained an Active Account, the Taxi Driver shall be entitled to receive an 15,000 additional Shares.

        (iii) Upon obtaining 20 referrals with Active Accounts, the Taxi Driver shall be entitled to receive 200,000 bonus Shares. In other words, once a Taxi Driver has obtained 20 referrals with Active Accounts, the Taxi Driver shall be entitled to receive 620,000 Shares:

          20,000 Shares for his/her own Active Account
          + 20 referrals (5,000 Shares upon verification + 15,000 Shares upon Active Account)
          + 200,000 bonus shares
          _____________________________________________________________________________________
          620,000 Shares

        (iv) Upon obtaining 40 referrals with Active Accounts, the Taxi Driver shall be entitled to receive 300,000 bonus Shares. In other words, once a Taxi Driver has obtained 40 referrals with Active Accounts, the Taxi Driver shall be entitled to receive 1,320,000 Shares:

          20,000 Shares for his/her own Active Account
          + 20 referrals (5,000 Shares upon verification + 15,000 Shares upon Active Account)
          + 200,000 Bonus Shares (see subsection (b)(iii) above)
          + 20 referrals (5,000 Shares upon verification + 15,000 Shares upon Active Account)
          + 300,000 Bonus Shares
          _____________________________________________________________________________________
          1,320,000 Shares

    For greater certainty, the maximum number of Shares obtainable by any one Taxi Drivers under this Section (Section 6.1) is capped at 3,500,000 Shares for 100 Referrals. Referral share options are also capped at the first one hundred (100) Taxi Drivers per city, town, municipality, or area defined by ProCabby, meaning that the 101st referral shall not entitle a Taxi Driver to acquire additional Shares. Taxi Drivers are welcome to contact ProCabby if they wish to purchase additional shares or a different class of shares.

    Notwithstanding the caps on referrals per Taxi Drivers or referrals per city, town, municipality, or area, ProCabby reserves the right, in its sole and absolute discretion, to change the first one hundred cap, to award bonus or additional Shares to any person, and to revoke any Shares for Inactive Accounts or where the Taxi Driver through his/her act or omissions directly or indirectly harms ProCabby or its affiliates, including ProCabby's goodwill, reputation, shareholders, directors, third-party providers or partners, or any other business associates.

    Unless otherwise arranged between the Taxi Driver and ProCabby, ProCabby may not immediately issue the Shares that the Taxi Driver is entitled to receive. ProCabby shall maintain records and capitalization table(s) reflecting the total Shares for each Taxi Driver. Taxi Drivers who are entitled to receive Shares may only request the issuance of their Shares and/or sell or transfer their Shares six (6) months following ProCabby's initial public offering or other financing event approved by ProCabby in its sole and absolute discretion. ProCabby intends to make available through the App or its Services, Share information for Taxi Drivers to track the value of the Shares they are entitled to receive.

    If a Taxi Driver's referrals have become Inactive within six (6) months of creating an Active Account, ProCabby reserves the absolute right in its discretion, without prior notice to the Taxi Driver, to remove the equivalent referral Shares, including any Bonus Shares, attributed to the Taxi Driver for the Inactive referral. Example: if a Taxi Driver was attributed 620,000 Shares (including the 200,000 Bonus Shares) for activating and referring 20 Active Accounts, and one of those referrals became Inactive, ProCabby may reduce the attributed cumulative Shares to 400,000 (the calculation being: 20,000 shares for the Taxi Driver's own Active Account + 19 referrals (5,000 Shares upon verification and activation + 15,000 Shares upon Active Account)). Such reduction of attributed Shares shall be reflected in ProCabby's records and capitalization table(s).

    PROCABBY IS AT ALL TIMES ENTITLED TO CHANGE THIS SECTION AND SHAREHOLDING OPTIONS AVAILABLE UNDER THESE TERMS. NOTHING IN THESE TERMS SHALL PREVENT OR LIMIT PROCABBY FROM ISSUING, WITHHOLDING, CANCELLING OR REVOKING, ANY NUMBER OF ANY CLASS OF SHARES IN THE CAPITAL OF PROCABBY LTD. PROCABBY MAY PROVIDE WRITTEN NOTICE TO TAXI DRIVERS, BRAND AMBASSADORS, TAXI FLEET BROKERS AFFECTED BY ANY CHANGES TO THIS SECTION. NOTHING IN THIS SECTION GIVES OR TRANSFERS ANY RIGHTS IN OWNERSHIP OF PROCABBY, INCLUDING WITHOUT LIMITATION, CREATING NEW SHARE CLASSES, SHARE PROVISION AMENDMENTS, VOTING RIGHTS OR RIGHTS AFFECTING THE CONTROLLING MIND OF OR DECISIONS OF THE DIRECTORS OF PROCABBY.

    6.2 Brand Ambassadors - Shareholding Incentives

    ProCabby offers an innovative share incentive to its Brand Ambassadors intended to increase its driver base. Brand Ambassadors are entitled to receive Class D Non Voting, Non Profit Sharing (dividends) Shares ("Shares") in the capital of ProCabby Ltd. based on the following events:

      (a) Referrals:

        (i) For every driver who has downloaded the App and created a Verified Account ("referral"), the Brand Ambassador shall be entitled to receive 5,000 Shares upon verification and activation of the referred account.

        (ii) Once the referral has attained an Active Account, the Brand Ambassador shall be entitled to receive an 15,000 additional Shares.

        (iii) Upon obtaining 20 referrals with Active Accounts, the Brand Ambassador shall be entitled to receive 200,000 bonus Shares. In other words, once a Brand Ambassador has obtained 20 referrals with Active Accounts, the Brand Ambassador shall be entitled to receive 600,000 Shares:

          + 20 referrals (5,000 Shares upon verification + 15,000 Shares upon Active Account)
          + 200,000 bonus shares
          _____________________________________________________________________________________
          600,000 Shares

        (iv) Upon obtaining 40 referrals with Active Accounts, the Brand Ambassador shall be entitled to receive 300,000 bonus Shares. In other words, once a Brand Ambassador has obtained 40 referrals with Active Accounts, the Brand Ambassador shall be entitled to receive 1,300,000 Shares:

          + 20 referrals (5,000 Shares upon verification + 15,000 Shares upon Active Account)
          + 200,000 Bonus Shares (see subsection (b)(iii) above)
          + 20 referrals (5,000 Shares upon verification + 15,000 Shares upon Active Account)
          + 300,000 Bonus Shares
          _____________________________________________________________________________________
          1,300,000 Shares

    For greater certainty, the maximum number of Shares obtainable by any one Brand Ambassadors under this Section (Section 6.2) is capped at 3,500,000 Shares per 100 Driver signups per City. Brand Ambassadors can be acting for multiple Cities. The cap is per City. Referral share options are capped at the first one hundred (100) Taxi Drivers per city, town, municipality, or area defined by ProCabby, meaning that the 101st referral shall not entitle a Brand Ambassador to acquire additional Shares. Brand Ambassadors are welcome to contact ProCabby if they wish to purchase additional shares or a different class of shares.

    Notwithstanding the caps on referrals per Taxi Drivers or referrals per city, town, municipality, or area, ProCabby reserves the right, in its sole and absolute discretion, to change the first one hundred cap, to award bonus or additional Shares to any person, and to revoke any Shares for Inactive Accounts or where the Taxi Driver through his/her act or omissions directly or indirectly harms ProCabby or its affiliates, including ProCabby's goodwill, reputation, shareholders, directors, third-party providers or partners, or any other business associates.

    Unless otherwise arranged between the Brand Ambassador and ProCabby, ProCabby may not immediately issue the Shares that the Brand Ambassador is entitled to receive. ProCabby shall maintain records and capitalization table(s) reflecting the total Shares for each Brand Ambassador. Brand Ambassadors who are entitled to receive Shares may only request the issuance of their Shares and/or sell or transfer their Shares six (6) months following ProCabby's initial public offering or other financing event approved by ProCabby in its sole and absolute discretion. ProCabby intends to make available through the App or its Services, Share information for Brand Ambassadors to track the value of the Shares they are entitled to receive.

    If a Brand Ambassador's referrals have become / remain/ or continue to be Inactive within six (6) months of creating an Active Account, ProCabby reserves the absolute right in its discretion, without prior notice to the Brand Ambassador, to remove the equivalent referral Shares, including any Bonus Shares, attributed to the Brand Ambassador for the Inactive referral. Example: if a Brand Ambassador was attributed 600,000 Shares (including the 200,000 Bonus Shares) for activating and referring 20 Active Accounts, and one of those referrals became Inactive, ProCabby may reduce the attributed cumulative Shares to 400,000 (the calculation being: 19 referrals (5,000 Shares upon verification and activation + 15,000 Shares upon Active Account)). Such reduction of attributed Shares shall be reflected in ProCabby's records and capitalization table(s).

    PROCABBY IS AT ALL TIMES ENTITLED TO CHANGE THIS SECTION AND SHAREHOLDING OPTIONS AVAILABLE UNDER THESE TERMS. NOTHING IN THESE TERMS SHALL PREVENT OR LIMIT PROCABBY FROM ISSUING, WITHHOLDING, CANCELLING OR REVOKING, ANY NUMBER OF ANY CLASS OF SHARES IN THE CAPITAL OF PROCABBY LTD. PROCABBY MAY PROVIDE WRITTEN NOTICE TO TAXI DRIVERS, BRAND AMBASSADORS, TAXI FLEET BROKERS AFFECTED BY ANY CHANGES TO THIS SECTION. NOTHING IN THIS SECTION GIVES OR TRANSFERS ANY RIGHTS IN OWNERSHIP OF PROCABBY, INCLUDING WITHOUT LIMITATION, CREATING NEW SHARE CLASSES, SHARE PROVISION AMENDMENTS, VOTING RIGHTS OR RIGHTS AFFECTING THE CONTROLLING MIND OF OR DECISIONS OF THE DIRECTORS OF PROCABBY.

    6.3 Taxi Fleet Brokers - Shareholding Incentives

    ProCabby offers an innovative share incentive to Taxi Fleet Brokers intended to increase its driver base. Taxi Fleet Brokers are entitled to receive Class D Non Voting, Non Profit Sharing (dividends) Shares ("Shares") in the capital of ProCabby Ltd. based on the following events:

      (a) Entire Fleet signup with ProCabby Under 20 drivers:

        (i) For all Fleet drivers who has downloaded the App and created a Verified Account ("referral"), the Taxi Fleet Broker shall be entitled to receive 5,000 Shares upon verification and activation of the referred account.

        (ii) Once the referral has attained an Active Account, the Taxi Fleet Broker shall be entitled to receive 15,000 additional Shares.

        (iii) Upon obtaining Full Fleet Active Accounts Status, the Taxi Fleet Broker shall be entitled to receive 200,000 bonus Shares. In other words, once a Taxi Fleet Broker has obtained 18 Active Accounts (if this is the full Fleet size), the Taxi Fleet Broker shall be entitled to receive 560,000 Shares:

          + 18 Taxi Drivers (Full Fleet Size) (5,000 Shares upon verification + 15,000 Shares upon Active Account)
          + 200,000 bonus shares
          _____________________________________________________________________________________
          560,000 Shares

        (iv) The maximum number of Shares obtainable by any one Taxi Fleet Broker under this Section (Section 6.3-(a)) is capped at 600,000 Shares. Referral share options are also capped at the first one hundred (100) Taxi Drivers per city, town, municipality, or area defined by ProCabby, meaning that the 101st referral shall not entitle a Taxi Fleet Broker to acquire additional Shares. Taxi Fleet Brokers are welcome to contact ProCabby if they wish to purchase additional shares or a different class of shares.

      (b) Entire Fleet signup with ProCabby Under 40 drivers:

        (i) Upon obtaining Full Fleet Signup with Active Accounts, the Taxi Fleet Broker shall be entitled to receive 300,000 bonus Shares. In other words, once a Taxi Fleet Broker has successfully signed up an entire Fleet of 38 Taxi Drivers with Active Accounts, the Taxi Fleet Broker shall be entitled to receive 1,260,000 Shares:

          + 20 Signups (5,000 Shares upon verification + 15,000 Shares upon Active Account)
          + 200,000 Bonus Shares (see subsection (b)(iii) above)
          + 18 signups (5,000 Shares upon verification + 15,000 Shares upon Active Account)
          + 300,000 Bonus Shares
          _____________________________________________________________________________________
          1,260,000 Shares

        (ii) The maximum number of Shares obtainable by any one Taxi Fleet Broker under this Section (Section 6.3-(b)) is capped at 1,300,000 Shares. Referral share options are also capped at the first one hundred (100) Taxi Drivers per city, town, municipality, or area defined by ProCabby, meaning that the 101st referral shall not entitle a Taxi Fleet Broker to acquire additional Shares. Taxi Fleet Brokers are welcome to contact ProCabby if they wish to purchase additional shares or a different class of shares.

      (c) Fleet signup with ProCabby 100+ drivers:

        (i) Upon obtaining 100 Fleet Drivers Signups with Active Accounts, the Taxi Fleet Broker shall be entitled to receive 3,500,000 Shares. In other words, once a Taxi Fleet Broker has successfully signed up a Fleet of 100 or more Taxi Drivers with Active Accounts, the Taxi Fleet Broker shall be entitled to receive a maximum of 3,500,000 Shares for that City

    For greater certainty, the maximum number of Shares obtainable by any one Taxi Fleet Broker under this Section (Section 6.3) is capped at 3,500,000 Shares per City. Referral share options are also capped at the first one hundred (100) Taxi Drivers per city, town, municipality, or area defined by ProCabby, meaning that the 101st referral shall not entitle a Taxi Fleet Broker to acquire additional Shares. Taxi Fleet Brokers are welcome to contact ProCabby if they wish to purchase additional shares or a different class of shares.

    Notwithstanding the caps on referrals or Fleet Signup per Taxi Drivers or referrals per city, town, municipality, or area, ProCabby reserves the right, in its sole and absolute discretion, to change the first one hundred cap, to award bonus or additional Shares to any person, and to revoke any Shares for Inactive Accounts or where the Taxi Driver through his/her act or omissions directly or indirectly harms ProCabby or its affiliates, including ProCabby's goodwill, reputation, shareholders, directors, third-party providers or partners, or any other business associates.

    Unless otherwise arranged between the Taxi Fleet Broker and ProCabby, ProCabby may not immediately issue the Shares that the Taxi Fleet Broker is entitled to receive. ProCabby shall maintain records and capitalization table(s) reflecting the total Shares for each Taxi Fleet Broker. Taxi Fleet Brokers who are entitled to receive Shares may only request the issuance of their Shares and/or sell or transfer their Shares six (6) months following ProCabby's initial public offering or other financing event approved by ProCabby in its sole and absolute discretion. ProCabby intends to make available through the App or its Services, Share information for Taxi Fleet Brokers to track the value of the Shares they are entitled to receive, to Buy and/or Sell the Shares.

    If a Taxi Fleet Broker's Fleet signups have become / remain/ or continue to be Inactive within six (6) months of creating an Active Account, ProCabby reserves the absolute right in its discretion, without prior notice to the Taxi Fleet Broker, to remove the equivalent referral Shares, including any Bonus Shares, attributed to the Taxi Fleet Broker for the Inactive signups. Example: if a Taxi Fleet Broker was attributed 1,260,000 Shares (including the 300,000 Bonus Shares) for activating and signing up 38 Active Accounts, and one of those singups became Inactive, while still in operation, ProCabby may reduce the attributed cumulative Shares to 960,000 (the calculation being: 37 referrals (5,000 Shares upon verification and activation + 15,000 Shares upon Active Account)+200,000 Bonus Shares) where you lose the 300,000 Bonus Shares for full Fleet Signup. Such reduction of attributed Shares shall be reflected in ProCabby's records and capitalization table(s).

    PROCABBY IS AT ALL TIMES ENTITLED TO CHANGE THIS SECTION AND SHAREHOLDING OPTIONS AVAILABLE UNDER THESE TERMS. NOTHING IN THESE TERMS SHALL PREVENT OR LIMIT PROCABBY FROM ISSUING, WITHHOLDING, CANCELLING OR REVOKING, ANY NUMBER OF ANY CLASS OF SHARES IN THE CAPITAL OF PROCABBY LTD. PROCABBY MAY PROVIDE WRITTEN NOTICE TO TAXI DRIVERS, BRAND AMBASSADORS, TAXI FLEET BROKERS AFFECTED BY ANY CHANGES TO THIS SECTION. NOTHING IN THIS SECTION GIVES OR TRANSFERS ANY RIGHTS IN OWNERSHIP OF PROCABBY, INCLUDING WITHOUT LIMITATION, CREATING NEW SHARE CLASSES, SHARE PROVISION AMENDMENTS, VOTING RIGHTS OR RIGHTS AFFECTING THE CONTROLLING MIND OF OR DECISIONS OF THE DIRECTORS OF PROCABBY.

    7. INFORMATION DISCLOSURE

    To use the App and Service, prior to each order or booking, the Taxi Driver must accept the geo-localization setting in the App, provide to ProCabby their current location, and indicate whether the ride is an immediate or advanced booking. ProCabby will confirm to the Taxi Driver within the App: (1) the pick-up location and the destination, (2) the estimated time of arrival, and (3) the estimated cost of the ride and its duration. Cost and duration are estimates. ProCabby shall not be liable or responsible for any estimates or failure to meet the estimates under any circumstances.

    ProCabby may also require information about your vehicle which you intend to use to provide transportation to the passengers, including without limitation taxi number, license plate number, year, and make and model.

    You agree that ProCabby may provide to the passenger your profile picture, taxi number, license plate number, and first name at the time of the ride or booking through the App. You will receive the corresponding passenger's first name, profile picture, telephone number, and location. Other than that which is set out in these Terms and our Privacy Policy, ProCabby does not share any other personal information to third parties. When reviewing history of calls, rides, or bookings, ProCabby does not have access to any other personal information.

    8. DISCLAIMER

    By entering into these Terms and using the Software or Service, to the extent permitted by law, you agree that you shall undertake to defend and guarantee ProCabby against all liabilities, claims and damages and all costs, including lawyers' fees, following and/or resulting from a violation of these Terms for which you are responsible, and you agree to indemnify and hold ProCabby, its licensors and each such party's parent organizations, subsidiaries, affiliated companies, distributors, affiliate partners, shareholders, officers, directors, employees, representatives, members, attorneys, lawyers, licensees, agents, or others involved in creating, sponsoring, promoting, or otherwise making available the Software and its contents, harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including lawyer or attorney's fees and costs) arising out of or in connection with:

      (a) any punitive, special, indirect or consequential loss or damages, any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim;

      (b) any inaccuracy relating to the (descriptive) information (including personal data, comments, and ratings) of the users as made available on our software;

      (c) the Services rendered by you to the passenger;

      (d) any direct, indirect, consequential or punitive damages, losses or costs suffered, incurred or paid by you including lawyer or attorneys' fees and costs, pursuant to, arising out of or in connection with the use, inability to use or delay or virus of our Software and/or the server that the Software is hosted;

      (e) for any personal injury, death, property damage, or other direct, indirect, special consequential or punitive damages, losses or costs suffered, incurred or paid by you, whether due to legal acts, errors, breaches, gross negligence, willful misconduct, omissions, non-performance, misrepresentations, tort or strict liability by or wholly or partly attributable to the user, its employees, directors, officers, agents, representatives or affiliated companies, including lawyer and attorneys' fees and costs, including any partial cancellation, double-booking, strike, force majeure or any other event beyond ProCabby's control;

      (f) any information on this Software sometimes linked to external sites over which our Services have no control and for which we assume no responsibility; or

      (g) any user violation or breach of any provision in these Terms or any applicable law or regulation, whether or not referenced herein.

    Without limiting the generality of the foregoing, you undertake to cover ProCabby and hold it harmless in the event of inappropriate or illegal use of your ProCabby Account, including in the event of illegal or inappropriate use by someone you have authorized to use your ProCabby Account. You agree to be held personally responsible for your use of the Services or App and for all your communications and activities through the Services.

    ProCabby reserves the right to take sole responsibility, at its own expense, for conducting the defense in and controlling any other cases for which you are normally obliged to guarantee it. If it does so, you will no longer have any obligation to provide a guarantee to ProCabby concerning the case in question. The provisions of this Section remain valid and in force after termination of these Terms or of your ProCabby Account.

    9. LIMITATION OF LIABILITY

    YOU EXPRESSLY ACKNOWLEDGE THAT USE OF THE SERVICES OR APP IS AT YOUR OWN RISK. THE SERVICES ARE SUPPLIED ON AN "AS IS" OR "AS AVAILABLE" BASIS. PROCABBY AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND OTHER REPRESENTATIVES WORDLWIDE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSES AND NON-INFRINGEMENT. PROCABBY MAY IN NO CASE BE HELD LIABLE FOR PAYMENT TO YOU OF ANY SUM OR ANY DAMAGES AS A RESULT OF YOUR BEING UNABLE TO USE ALL OR PART OF THE SERVICES.

    YOU WILL BEAR SOLE RESPONSIBILITY FOR ANY DAMAGE CAUSED TO PROCABBY, OR OTHER USERS OF THE SERVICES OR APP, OR ANY OTHER INDIVIDUAL OR LEGAL ENTITY AS A RESULT OF YOUR USE OF ALL OR PART OF THE SERVICES AND/OR APP IN VIOLATION OF THE LAW OR OF YOUR OBLIGATIONS AS STIPULATED IN THESE TERMS.

    ProCabby may introduce you to passengers for the purposes of providing transportation to them. ProCabby will not be a party to disputes or negotiations between you and any passenger, nor will ProCabby manage payments or facilitate communications between you and any passenger.

    You are responsible for the decisions you make regarding the Services offered through the Software or App. Where you, by your acts or omissions, commit a crime or act pursuant to which charges are laid or threatened, you acknowledge that ProCabby shall have no liability and shall not be involved in such. By accepting the provision of the Services, you acknowledge that ProCabby has no involvement in the contractual relationship between you and the passenger.

    The aggregate cumulative amount of any liability of ProCabby under any duty or obligation connected with this Agreement in any way, whether based on warranty, contract, strict liability, or otherwise shall not exceed the purchase price for the Service.

    The limitations in this Section shall apply whether or not such damages are foreseeable, or whether ProCabby has been advised of the possibility of such damages.

    Subject to applicable law, ProCabby may not be held liable for circumstances beyond its reasonable control.

    10. TERMINATION

    ProCabby may temporarily or permanently suspend or terminate the account of any user or Taxi Driver at any time and take appropriate legal action if: (a) the Taxi Driver has violated any of the representations, warranties and obligations contained in these Terms or any policies and rules adjacent to it; (b) the Taxi Driver has engaged in fraudulent practices or fraudulent acts; or (c) ProCabby, in its sole and absolute discretion, has determined that the activities and attitudes of the Taxi Driver has caused or may cause some damage to third parties or ProCabby. You shall not be entitled to any damages or compensation for the cancellation or suspension of your account on the Software or App.

    ProCabby, may in its sole and absolute discretion, for any reason or no reason, and at any time after, discontinue providing its Services, with or without notice. ProCabby shall not be liable for any damage or loss caused by such an alteration or termination of the Service.

    You are under no obligation to use ProCabby Services, Software, or App, and may choose to stop using such at any time.

    In the event of termination or suspension of your ProCabby Account,

      - you may lose, and ProCabby may delete, your profile and related information you have provided to ProCabby. However, ProCabby reserves the right to store your profile and any of the aforementioned information on its servers for a reasonable period of time or as required by law;
      - you must immediately cease all use of the App or Services;
      - any Shares attributed to you or your ProCabby Account under Section 6 may be cancelled or revoked;
      - you must promptly uninstall the App; and
      - you will not be able to participate or benefit from the Services again without ProCabby's express permission. To benefit from the Services again after termination, please contact ProCabby.

    11. INTELLECTUAL PROPERTY

    Any and all content, including but not limited to trademarks, logos, symbols, domain names, trademarks, designs, industrial designs, images, photographs, backgrounds, icons, navigation tools, texts, among others, of the present Software or related to products and goods displayed on the software are protected by copyright and intellectual property and are owned by ProCabby or third parties authorized by ProCabby to develop activities on the Software. Such names, websites, and trademarks include but are not limited to: "ProCabby", "bestcab.ca", "bestcab.taxi", "brocaby.com", "clickonecab.com" "clickselectcab.com", "otaxi.express", "otaxi.limo", "procabbie.ca","procabbie.com", "procabbie.info", "pro-cabbie.com", "procabby.ca", "procabby.com", "pro-cabby.com","procaby.com", "procaby.ca", "procaby.co", "procaby.org", "procaby.info", "procabby.info", "procabby.org", "procabie.com", "pro-cabie.com", "pro-caby.com", "procaby.website", "selectonecab.ca", "takeonecab.taxi", "takeonecab.express", "takeonecab.ca", "takeonecab.com", "selectonecab.express".

    You agree to respect the intellectual property rights of ProCabby and others and are aware that intellectual property in this Software or App can never be used in any manner and in any media without our prior written permission of their owners. ProCabby is not liable for damages suffered by you or another user who has copied, transferred, distributed or otherwise protected content used in this Software, violating rights of third parties.

    ProCabby hereby grants you a non-exclusive, non-sub licensable, non-transferable, revocable license and right to use and access the Software, App, and Service, solely for your own personal, non-commercial purposes, subject to the terms and conditions herein, on your personal device. All rights not expressly granted to you are reserved by ProCabby and its licensees.

    12. MAINTENANCE, BETA, AND SUPPORT

    ProCabby has no obligation to provide support, maintenance, upgrades, modifications, or new releases under these Terms. However, ProCabby may from time to time issue upgraded versions of the App, and may automatically, electronically upgrade the version of the App that you are using on your mobile device. You consent to such automatic upgrading, and agree that these Terms apply to all such upgrades.

    From time to time, ProCabby may offer test versions of a new Service, functionality, or feature of an existing Service ("Beta Service"), through the App or Software, for evaluation by you. If you use a Beta Service, you accept and acknowledge that:

      (a) the Beta Service is a pre-release version that is still under development and may not work as it is intended, or at all; the Beta Service might not be reliable and the results of the Beta Service may not be accurate; and, your use of the Beta Service might present risks of operational failure;

      (b) the Beta Service is intended for testing and evaluation only, and is provided on an "AS IS", "AS AVAILABLE" and "WITH ALL FAULTS" basis;

      (c) ProCabby reserves the right to change or terminate the Beta Service at any time without notice to you, and we are not obligated to release a commercial version of the Beta Service;

      (d) any commercial version of the Beta Service may be substantially different from the Beta Service and may not be compatible with certain software or systems;

      (e) ProCabby is not obligated to provide you with customer support for the Beta Service; and

      (f) any and all information you obtain regarding the Beta Service is confidential and you may not disclose that information to any other person or entity, or use that information for any purpose other than providing feedback to us.

    13. ASSIGNMENT

    These Terms and the benefits provided to you herein may not be assigned by you without prior written approval of ProCabby to any other person or third party but may be assigned without your consent by ProCabby to a parent or subsidiary, an acquirer of assets, or a successor by merger. Any purported assignment in violation of this section shall be null and void.

    14. PROMOTIONS

    ProCabby may, in its sole and absolute discretion, create promotional codes that may be redeemed for ProCabby Account credit, or other features or benefits related to the App or Services and/or a third-party provider's services, subject to any additional terms that ProCabby. ProCabby reserves the absolute right to

      - issue at any time promotional codes for passengers and users;
      - limit promotional offers to any user or number of users;
      - cancel or amend promotional offers at any time;
      - deactivate, cancel, suspend, or terminate any ProCabby Account where ProCabby suspects fraudulent activity respecting promotions or any breach of rules set out in promotions;

    ProCabby may provide notice to Taxi Drivers of any and all promotional offers and Taxi Drivers shall comply with the terms of and be bound by such offers.

    To the extent possible, Taxi Drivers shall ensure that valid promotional codes:

      - are used for the intended person and purpose, and in a lawful manner;
      - are not 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 ProCabby;
      - are only used pursuant to the specific terms that ProCabby establishes for such promotional codes; and
      - are not valid or exchanged for cash.

    If a promotional code is expired or invalid, Taxi Drivers shall not redeem or allow a passenger to redeem the invalid promotional code. Any act or omission by the Taxi Driver that allows a passenger, directly or indirectly, to benefit from an invalid promotional code, circumvent ProCabby rules to use promotional codes or avoid payment, or reduce ProCabby's Service or App fees shall be deemed a breach of these Terms and ProCabby shall reserve the right to exercise any and all rights in these Terms and pursue damages against you. In such event, ProCabby shall also be entitled to charge against the Taxi Driver's ProCabby Account for payment of any amount owing to ProCabby resulting from the breach.

    15. USER CONTENT

    ProCabby may, in its sole and absolute discretion, permit you from time to time to submit, upload, publish or otherwise make available to ProCabby through the App or Services textual, audio, and/or visual content and information, including commentary and feedback related to the 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 ProCabby, you grant ProCabby a worldwide, perpetual, irrevocable, transferrable, royalty-free license, 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 Services and ProCabby's business and on third-party 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:

      - you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant ProCabby the license to the User Content as set forth above; and
      - neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor ProCabby'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 or inappropriate, as determined by ProCabby in its sole and absolute discretion, whether or not such material may be protected by law. ProCabby may, but shall not be obligated to, review, monitor, or remove User Content, at ProCabby's sole and absolute discretion and at any time and for any reason, without notice to you.

    16. CONTACT

    For any questions or for notice regarding these Terms, Privacy Policy, or related documents, please contact:

    ProCabby reserves the right to communicate with you regarding the Services, App, Software and your use of its website. You Consent to ProCabby's use of any contact information that you provide to ProCabby in doing so. For more information on how ProCabby uses your information, please see the ProCabby Privacy Policy. You agree that the Services may send you text (SMS) messages as part of the normal business operation of your use of the Services.

    You agree and accept that ProCabby, its directors, officers, employees, agents, consultants or subcontractors have the right to use, reproduce, transmit, and delete (as applicable) your content, including all materials, information, data or code that you upload, store, transmit, receive or process in connection with the Services, in such manner as may be necessary to enable ProCabby to perform the Services and otherwise exercise any right or perform any obligations under these Terms.

    Any notice or other significant communication given to you pursuant to these Terms will be in writing, addressed to an email address or address that you provided to ProCabby when acquiring your first Service and sent to you by email or by notification on the ProCabby website. ProCabby reserves the right, in its sole and absolute discretion, to choose the appropriate method of notice to you (by email or by website notification) taking into account the sensitivity and importance of the notice.

    Any notice or other significant communication given to ProCabby pursuant to these Terms will be in writing and sent to ProCabby at the address set out above. Notices will be deemed to have been received one (1) business day following email transmission.

    Those sections of these Terms which by their nature should survive the termination or expiration of these Terms shall remain in full force and effect following the expiration or termination these Terms.

    17. WARRANTIES

    IF YOU RESIDE IN THE EUROPEAN ECONOMIC AREA ("EEA") OR SWITZERLAND, PROCABBY SERVICES AND APP WILL BE PROVIDED WITH REASONABLE CARE AND SKILL AND NO OTHER PROMISES OR WARRANTIES ABOUT THE SERVICES ARE MADE.

    IF YOU RESIDE OUTSIDE THE EEA AND SWITZERLAND, PROCABBY SERVICES AND APP ARE LICENSED AND PROVIDED "AS IS". YOU USE THEM AT YOUR RISK. TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAW, PROCABBY GIVES NO EXPRESSED, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR PRACTICE. PROCABBY DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICE, THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR FREE FROM ERRORS, BUGS, CORRUPTION, LOSS, INTERFERENCE, HACKING OR VIRUSES, OR THAT PROCABBY SERVICES WILL INTEROPERATE OR BE COMPATIBLE WITH ANY OTHER SOFTWARE OR SYSTEM. PROCABBY DOES NOT WARRANT OR GUARANTEE ANY THIRD PARTY PRODUCT OR SERVICE YOU MAY CHOOSE TO IMPLEMENT ON YOUR WEBSITE OR THROUGH PROCABBY SERVICES.

    18. INTERPRETATION, GOVERNING LAW, DISPUTE RESOLUTION

    These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without reference to the conflict of laws, and all disputes arising out of or related to this Agreement will be brought exclusively to the courts located in the Province of Ontario, City of Ottawa. Neither party will be prevented from enforcing any related judgment against the other party in any other jurisdiction.

    The Services and App are controlled and operated by ProCabby from within Canada, with servers in Canada. ProCabby makes no representations or warranties that the content or materials of the Services or App are appropriate or lawful in countries outside Canada, or that any items or applications offered for sale or download through links on the Services will be available outside Canada. Those who choose to access the Services from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. You may not use or export or re-export any content downloaded from ProCabby or any copy or adaptation of such content, in violation of any applicable laws or regulations, including without limitation Canadian export laws and regulations.

    All disputes, claims or controversies arising out of or relating to these Terms, any ProCabby Service and its marketing, or the relationship between you and ProCabby ("Disputes") shall be determined by mediation. This includes claims that accrued before you entered into these Terms. The only Disputes not covered by this Section are claims (i) regarding the infringement, protection or validity of your, ProCabby or ProCabby's licensors' trade secrets or copyright, trademark or patent rights; and (ii) brought in small claims court.

    You and ProCabby shall first attempt to resolve any Dispute informally for at least 30 days before initiating mediation. If you and ProCabby cannot resolve a Dispute informally, you or ProCabby may elect to have the Dispute finally and resolved by mediation. The mediation shall be facilitated by a mediator of ProCabby's choice. The mediation may be conducted in person in the City of Ottawa, Ontario, Canada. The language of the mediation and/or arbitration shall be English, unless you do not speak English, in which case you will be responsible for obtaining the proper help in translation and legal services, in attending the mediation and/or arbitration for it to be conducted in both English and your native language.

    YOU AND PROCABBY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.