Terms

This Subscription Agreement (“Agreement”) between DRIVERDX INC. (together, “DRIVERDX,” “we,” “us,” or “our”) and you/your company (here after “Subscriber”) (which refers to you personally if you are acting on your own behalf, or the DRIVERDX or other legal entity for which you are an authorized representative) governs the terms and conditions by which Company accesses and interacts with DRIVERDX’s online DRIVERDX system (“On-line Services”) during the term of the Agreement as indicated on registration form (“Term”).

DRIVERDX offers Subscriber a subscription to access its online services strictly on the condition that Subscriber accepts all terms and conditions contained in this Agreement.

You acknowledge that the services provided by the DRIVERDX’s online DRIVERDX system and website (the “System”) is limited to providing the Subscriber access to a pool of drivers (the “Drivers” individually the“Driver”) to operate the Subscriber’s delivery vehicles, whereby the Subscriber shall post the services (the “Services”) required from a Driver and such Driver may accept or decline such service request. Any business arrangement or agreement that is consummated between the Subscriber and any Driver is strictly between those parties, and DRIVERDX is not and shall not be a party to such business arrangement or agreement. The Driver road tests shall be conducted by the Subscriber. Subscriber shall clearly communicate to the Driver that provides the Services to such Subscriber that DRIVERDX is not an employer of the Driver, that DRIVERDX is in no manner responsible for the Driver’s compensation, and that the Subscriber is solely responsible for the Driver’s compensation for the provision of the Services.

Driver Compensation:
Subscriber shall compensate the Driver within 72 hours following the Driver’s completion of the Services and ensure that compensation is at least at or above market for the transportation industry.

Intellectual Property:
The System and all content, information and documents including, without limitation, designs, graphics, data, databases, web pages, text, files, logos, and trademarks and other matters related to the System are owned or licensed by DRIVERDX, and are protected under applicable copyright, trademark and other intellectual property laws. Subscriber shall not use DRIVERDX’s registered trademarks, including the name of DRIVERDX, or any of its product names, in any of Subscriber’s business materials including advertisements, websites or other promotional items without the express written consent of DRIVERDX.

DRIVERDX has the right to aggregate the Subscriber’s data into the System to create market indexes and indicators. Such indexes and indicators shall be the property of DRIVERDX. See DRIVERDX’s Privacy Policy.

Access:
Subscriber is permitted to electronically transmit information concerning transportation driver related services. Subscriber acknowledges that all information provided by DRIVERDX is for its own business purposes and Subscriber is prohibited from utilizing such information or the System on behalf of any other person or business or for rebroadcasting or dissemination to third parties.

DRIVERDX may provide certain products intended for or capable for use on Subscriber’s mobile phone or other device. Subscriber’s mobile messaging, data and other charge may accordingly apply to its use of such devices. Subscriber bears the sole responsibility of ensuring that the services and products contemplated herein can be utilized and accommodated by their own mobile phone or device. Subscriber agrees that DRIVERDX may communicate with Subscriber by SMS, MMS or other electronic means to the mobile device.

License:
The use of this System provides the Subscriber with a limited, non-exclusive, non-transferable and revocable license for use solely by the Subscriber for its business purposes, and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other uses. No part of the System or any content may be reproduced in any form or incorporated into any information retrieval. The Subscriber may not deploy scraping technology or engage in bulk downloads of information from the System. The Subscriber must not modify, translate, merge with other data, frame in another website, post on another website or otherwise use any content on the System for commercial purposes or further display, distribute or publish any materials from the System or content for use by others. The rights granted to you do not include the right to use any registered or unregistered trademarks of DRIVERDX. DRIVERDX grant to Subscriber the right to use the system on a per user and/or per computer basis in the location(s) specifically registered on the registration form. Subscriber may not reverse engineer, dismantle or alter thus System and SHIFT owns and reserves all rights in respect of any System modifications or manipulations or resulting manifestations.

Personal Information:
By entering into this Agreement, Subscriber understands and agrees that the collection, use, storage, and disclosure of Subscriber’s personal information is subject to DRIVERDX’s Privacy Policy, which can be viewed at www.driverdx.com/privacy-policy.

Termination:
Subscriber may terminate (without refund or credit) its subscription by providing 30 days prior written notice to DRIVERDX. DRIVERDX reserves the right to deny or cancel the Subscriber’s subscription and access to the System at its sole discretion, and to immediately cancel the Subscriber’s subscription and access to the System due to, but not limited to, non-payment of subscription fees or Driver’s compensation, providing false information, fraudulence or for unlawful misconduct. Failure to comply with these terms and conditions and any of DRIVERDX’s rules or policies will result in the immediate suspension or discontinuance of the Subscriber’s subscription, access to the System, and possible legal action. Upon termination of the Subscriber subscription, the Subscriber shall immediately cease to use the System.

System Maintenance:
Following reasonable notice, DRIVERDX may interrupt access to the System in order to maintain, modify, or enhance the System (the “Maintenance”). DRIVERDX shall not be responsible for any losses incurred by the Subscriber due to any interruptions or delays to the Subscriber’s business activities, which arose from any Maintenance activities. DRIVERDX may, without notice to the Subscriber, change the content or format of the System at any time that DRIVERDX deems necessary.

Representations and Warranties:
The Subscriber represents and warrants that:

1. The Subscriber is a duly registered or authorized motor carrier of goods and/or passengers.
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2. The Subscriber is in and shall maintain compliance with all applicable federal, state, provincial and local laws while it is a subscriber of the System and shall provide DRIVERDX with proof of such compliance upon DRIVERDX’s request.
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3. The Subscriber is solely responsible for any and all management, governing, discipline, direction and control of its employees, owner/operators, and equipment with respect to operating within all applicable federal, state and provincial legal and regulatory requirements to ensure the safety of the Subscriber’s vehicles, Drivers and facilities. The Subscriber’s safe and legal operation of the Subscriber and the Drivers shall completely and without question govern and supersede any service requests, demands, preferences, instructions and information from any third-party broker or shipper.

4. The Subscriber’s operating authority is not or has not been revoked, suspended or rendered inactive.

5. The Subscriber does not have an unsatisfactory or conditional safety rating issued by any federal, state or provincial agency.

6. The Subscriber has and shall maintain a fully functional electronic logging device on each of the vehicles operated by the Driver’s at all times.
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7. The Subscriber shall only assign Drivers to perform the Services if such Drivers have sufficient time remaining under the applicable hours of services laws and regulations.
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8. The Subscriber shall ensure that all Driver’s that provide Services to the Subscriber are covered by Workers safety insurance and/or applicable insurance coverage from the state or province they are employed in, i.e., Workplace Safety and Insurance Board insurance in Ontario.
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9. The Subscriber has all necessary powers, authority and capacity to accept these terms and conditions and to perform its obligations according to these terms and conditions. The acceptance of these terms and conditions and the consummation of the transactions contemplated by these terms and conditions are duly authorized by all necessary action on the part of the Subscriber.
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10. The Subscriber is not a party to, bound or affected by or subject to any indenture, mortgage, lease, agreement, instrument, statute, regulation, arbitration award, charter or by-law provision, order, judgment, decree or law that would be violated, contravened or breached by, or under which any default would occur as a result of accepting these terms and or the consummation of the transactions contemplated under these terms and conditions.
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Insurance:
Subscriber shall carry insurance coverage with a minimum of $8,000,000.00 passenger hazard and $2,000,000.00 third party liability, per occurrence. Subscriber shall add DRIVERDX and all selected Drivers as additional insureds. Upon the DRIVERDX’s request, the Subscriber shall furnish DRIVERDX with a copy of its certificates of insurance, which provide that DRIVERDX and the Driver are additional insureds and confirms the insurance coverage amounts that are required in accordance with this section.

Independent Contractor:
The relationship of the parties (DriverDX and carrier subscriber) to each other shall at all times be that of independent contractors. None of these terms and conditions nor any act or omission of either party shall be construed for any purpose to express or imply a joint venture, partnership, principal, agent, fiduciary, or employer/employee relationship between the parties. Neither party has any right to control, discipline or direct the performance of any employees or agents of the other party. Neither Party shall represent to any party that it is anything other than an independent contractor in its relationship to the other Party.

Waiver:
Failure of either party to enforce a breach or waiver of any provision of these terms and conditions shall not be deemed to constitute a waiver of any subsequent failure or breach and shall not affect or limit the right of either party to enforce any such term or provision.

Non-Solicit:
Unsubscriber shall not at any time directly or indirectly (other than as permitted by these terms and conditions) solicit for employment or seek to enter into an agreement for the provision of Services on a self-employed basis with any Driver. If the Subscriber breaches this non- solicitation term, it will pay to DRIVERDX a referral fee, which fee amount shall be determined by DRIVERDX at DRIVERDX’s sole discretion. Such referral fee shall be paid to DRIVERDX within five days after DRIVERDX notifies the Subscriber about the breach and the fee amount that is due. If the fee amount is not paid by the Subscriber to DRIVERDX during the five-day period, the Subscriber acknowledges that interest shall accrue on the fee amount at a rate of 21% compounded monthly.

IMPORTANT: SUBSCRIBER ASSUMPTION OF RISK
DRIVERDX HAS NOT REVIEWED ALL OF THE SITES THAT ARE LINKED TO THE SYSTEM AND IT IS NOT RESPONSIBLE FOR THE CONTENT OF ANY OFF-SITE PAGES OR ANY OTHER SITES THAT ARE LINKED TO THE SYSTEM. IF THE SUBSCRIBER ACCESSES OTHER OFF-SITE PAGES OR OTHER SITES FROM THE SYSTEM, THE SUBSCRIBER ACKNOWLEDGES THAT IT ACCESSES THOSE OFF-SITE PAGES AND OTHER SITES AT ITS OWN RISK.

IN NO EVENT SHALL DRIVERDX OR ITS EMPLOYEES, SUPPLIERS, SUBCONTRACTORS, OR AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SYSTEM, WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT, (INCLUDING NEGLIGENCE), OR OTHERWISE. THE SUBSCRIBER FURTHER AGREES THAT DRIVERDX AND ITS EMPLOYEES, AGENTS, SUPPLIERS, OR SUBCONTRACTORS WILL NOT BE LIABLE FOR ANY CLAIM MADE AGAINST THE SUBSCRIBER BY ANY THIRD PARTY, INCLUDING A DRIVER. DRIVERDX DOES NOT GUARANTEE THE CREDIBILITY OF ANY CONTRACT MADE, NOR ANY CONTRACTS OR AGREEMENTS ENTERED INTO, EITHER WRITTEN OR VERBAL, BETWEEN ANY PARTIES AS A RESULT OF DRIVERDX’S SYSTEM. DRIVERDX’s ENTIRE LIABILITY AND THE SUBSCRIBER’S EXCLUSIVE REMEDY SHALL BE THE REIMBURSEMENT OF THE SUBSCRIBER’S SUBSCRIPTION FEE.

THE SYSTEM IS OFFERED TO THE SUBSCRIBER ON AN "AS-IS" BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, COMPLETENESS, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SYSTEM OR ANY CONTENT, DATA OR INFORMATION PLACED ON OR FILED ON THE SYSTEM. THE USE OF THE SYSTEM IS AT THE SUBSCRIBER’SOWN RISK. WITHOUT LIMITING THE FOREGOING, DRIVERDX DOES NOT WARRANT THAT THE SYSTEM WILL FUNCTION WITHOUT FAILURE, ERROR OR INTERRUPTION OR CORRUPTION.

NO WARRANTY OR GUARANTEE OF DRIVER INFORMATION ON DRIVERDX SYSTEM
DRIVERDX HAS NOT REVIEWED ALL OF THE SITES THAT ARE LINKED TO THE SYSTEM AND IT IS NOT RESPONSIBLE FOR THE CONTENT OF ANY OFF-SITE PAGES OR ANY OTHER SITES THAT ARE LINKED TO THE SYSTEM. IF THE SUBSCRIBER ACCESSES OTHER OFF-SITE PAGES OR OTHER SITES FROM THE SYSTEM, THE SUBSCRIBER ACKNOWLEDGES THAT IT ACCESSES THOSE OFF-SITE PAGES AND OTHER SITES AT ITS OWN RISK.

-Kilometer range of offered services from Driver’s residence.
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-Current driver license class and currency.
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-The Subscriber’s operating authority is not or has not been revoked, suspended or rendered inactive.
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-Years of driving experience, by license class.
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-Photo identification.
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-Current driver abstract.
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-Current driver CVOR.
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-Status of United States Department of Transport “clearance."
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DRIVER INFORMATION IS PROVIDED TO DRIVERDX BY EACH PARTICIPATING DRIVER TO FACILITATE THE SUBSCRIBER SELECTION PROCESS. EACH PARTICIPATING DRIVER IS REQUIRED TO WARRANT AND REPRESENT THE ACCURACY OF SUCH INFORMATION. DRIVERDX EXPRESSLY RELIES ON THE ACCURACY OF DRIVER INFORMATION AND PUBLISHED REGULATORILY PRESCRIBED ASSESSMENTS AND/OR CLASSIFICATIONS OF DRIVERS. DRIVERDX’S REVIEW OF DRIVER INFORMATION IS LIMITED TO ITS EFFORTS TO MATCH DRIVER INFORMATION SUPPLIED BY DRIVER WITH THE DRIVER SEARCH CRITERIA PROVIDED BY SUBSCRIBER.

WHAT DRIVERDX DOES NOT DO
DRIVERDX does not:

1. WARRANT OR REPRESENT OR PROVIDE ANY ASSURANCE OR OPINION ON THE CREDITWORTHINESS, QUALIFICATION, OR LEVEL OF REGULATORY COMPLIANCE OF ANY CARRIER OR USER OF THE DRIVERDX SYSTEM.

2. Confirm, verify or “fact check” the above Driver Information provided to DRIVERDX.

3. Conduct any tests or assessments (written or practical “on the road”) of participating driver(s).
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IN NO EVENT WILL DRIVERDX BE LIABLE FOR DAMAGES OR LOSSES RESULTING FROM VIRUSES, DATA CORRUPTION, FAILED MESSAGES, TRANSMISSION ERRORS OR PROBLEMS, LOSS OF USE OR LACK OF AVAILABILITY OF THE SYSTEM, EVEN IF DRIVERDX HAS BEEN ADVISED ABOUT THE POSSIBILITY OF SUCH DAMAGES OR.

Indemnification:
The Subscriber agrees to indemnify and hold DRIVERDX and its employees, agents, suppliers, subcontractors, and other subscribers and drivers, harmless from all claims, damages and other liabilities that are asserted against or incurred by DRIVERDX, which arises from any negligent or intentional act or omission by the Subscriber or its affiliates, employees or service providers, clients of the Subscriber, supplier, or any breach by Subscriber of any provision in these terms and conditions.

Notice:
All notices provided or required by these terms and conditions shall be submitted electronically with the System.

Assignment:
The Subscriber may not assign this Agreement. The Subscriber acknowledges that the System and all other services were compiled, revised, selected, and arranged by DRIVERDX through the expenditure of substantial time, money, and effort, and constitute valuable intellectual property including protected compilations, and trade secrets of DRIVERDX. The Subscriber agrees not to sell, transfer, assign, publish, distribute, disseminate, or allow any third-party access to, or convey any part of the System to a third party. The Subscriber further agrees not to save, or permit any third-party to save, all or any portion of the System.

Amendment:
We reserve the right to amend these terms and conditions at any time by posting amendments on the System. The Subscriber is responsible for reviewing the amendments on the System, and the Subscriber is deemed to be aware of such amendments upon five business days after the amendments are posted or on the date specified in a notice to the Subscriber. Continued use of the System after the amendments have been posted constitutes the Subscriber’s acceptance of the amended terms and conditions.

Severance:
If any of these terms and conditions are determined to be invalid or unenforceable, no other terms or conditions shall be affected and the unaffected terms and conditions shall remain valid and enforceable. The representations, rights and obligations of the parties shall survive termination.

Force Majeure:
If either party is prevented from performing its obligations due to an occurrence beyond its control and arising without its fault or negligence, including without limitation, war, riots, rebellion, acts of God, acts of lawful authorities, fire, strikes, lockouts or other labor disputes, such failures to perform (except for any payments due hereunder) shall be excused for the duration of such occurrence. Economic hardships, including, but not limited to, recession and depression, shall not constitute force majeure events.

Entire Agreement:
Unless otherwise agreed in writing, these terms and conditions contain the entire understanding of the parties and supersedes all verbal or written prior agreements, arrangements and understandings of the parties relating to the subject matter stated herein, whether any such document was signed prior to, contemporaneously with or subsequent to execution of these terms and conditions.

Governing Laws:
These terms and conditions are governed by the laws of the province of Ontario. If a dispute arises between the parties, the Subscriber agrees to submit to the sole and exclusive jurisdiction of the courts of the province of Ontario.

Acceptance:
If you agree with these terms and conditions and intend to be legally bound by them, please click on the "I accept" button below. If you do not agree with these terms and conditions, click on the "I decline" button below. You may only proceed if you accept the terms and conditions.

Contact:
If you have any questions or concerns regarding these Terms, contact us by email at info@driverdx.com using the contact information listed on our Contact Us page.