Third Party Service Provider Addendum
Third Party Service Provider Independent Contractor Agreement
Last Revised: February 26, 2021
We reserve the right, at our discretion, to amend this Addendum at any time without prior individual notice. The date on which this Addendum was last amended is shown at the top. You are responsible for verifying whether any amendments have been made and therefore we ask that you periodically check the date and review this Addendum for the latest version. If you object to any amendments, stop using the Service, otherwise your continued use will amount to your consent and agreement to all such amendments.
- The App provides a community-based marketplace whereby Registered Users who seek roadside assistance for their vehicle can be matched with a Third Party Service Provider.
- You acknowledge and agree that by registering a TPSP Account, we may verify any and all of the information that you provide to us.
- You must keep your account information up to date and accurate at all times. You are responsible for all activity that occurs under your TPSP Account. You agree to maintain the secrecy and security of your TPSP Account username at all times. You may create multiple TPSP Accounts; however, you may have only one TPSP Account per device.
- USE OF THE SERVICE
- As a Third Party Service Provider, you authorize RSR Technologies to match you with a Registered User based on factors such as the type of Vehicle Services you are qualified to perform, your location, your rating and the type of Vehicle you are driving.
- You understand and agree that you shall be solely liable and responsible for any damage that occurs to any vehicle in the course of you providing a Vehicle Service, including your vehicle or to the vehicle of the Registered User. RSR Technologies will not be liable for any repairs to any vehicle, including your vehicle or the vehicle of the Registered User, nor will it reimburse you for the cost of repairing any damage done to any vehicle.
- You (the “Indemnifying Party”) agree to defend, indemnify and hold harmless the RSR Parties from and against any loss, liability, obligation, damage, cost, expense, claim, or demand, including reasonable attorneys’ fees, arising to the RSR Parties as a result of any claim, demand or proceeding brought or threatened against the RSR Parties relating to or arising out of: (a) your use of, access to, or misuse of the Service; (b) your provision of Vehicle Services, Towing Service or any additional service through the Service; (c) your breach of the Terms, (d) any breach of the terms of the Third Party Service Provider Independent Contractor Agreement (the “Contractor Agreement”) or otherwise; (e) any User Content that you post on or through our Service; (f) your violation of any third-party right, including without limitation any intellectual property, real property rights, personal property rights, or privacy right or any rights of any person or Third Party Service Provider; (g) any activity through or use of your Account by you or anyone else; (h) any bodily injury or death of any person, or damage to real or tangible property done to any vehicle (including your vehicle or the vehicle of a Registered User) during the course of travelling to/from or conducting a Vehicle Service, resulting from your acts or omissions (h) any negligence or wilful misconduct by you, a user, or Third Party Service Provider; and (i) any failure by you to comply with applicable federal, provincial, or territorial laws, regulations or codes in the performance of your obligations under the Terms, the Contractor Agreement, or in this Addendum.
- The representations, warranties, and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnified Party or any of its representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.
- The Indemnified Party shall give the Indemnifying Party prompt written notice (a “Direct Claim Notice”) of the discovery of any facts or circumstances that the Indemnified Party has determined could give rise to an indemnification claim under this section, with the exception of third-party claims, which shall be governed by subsection 3.4. The Indemnified Party’s failure to provide a Direct Claim Notice to the Indemnifying Party under this section 3 does not relieve the Indemnifying Party of any liability that the Indemnifying Party may have to the Indemnifying Party.
- The Indemnified Party shall give the Indemnifying Party prompt written notice (a “Third-Party Claim Notice”) of the discovery of any state of facts or circumstances that the Indemnified Party has determined could give rise (or has given rise) to a third-party claim against the Indemnified Party, which would fall under the Indemnification provisions under this section 3. The Indemnified Party’s failure to provide a Third-Party Claim Notice to the Indemnifying Party under this subsection 3.4 does not relieve the Indemnifying Party of any liability that the Indemnifying Party may have to the Indemnifying Party.
- Notwithstanding anything to the contrary in this section 3, the Indemnified Party may control its own defence and select its own legal counsel to represent its interests, and the Indemnifying Party shall:
(a) reimburse the Indemnified Party for its costs and legal fees and expenses immediately upon request as they are incurred; and
(b) remain responsible to the Indemnified Party for any Losses indemnified under subsection 3.1.
- The Indemnifying Party shall give prompt written notice to the Indemnified Party of any proposed settlement of an indemnified claim. The Indemnifying Party may not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder. The Indemnifying Party shall not unreasonably withhold, condition, or delay the settlement of an indemnified claim.
- This indemnification section 3 survives the expiration or termination of the Terms (as outlined in section 14 of the Terms) and the termination of the Contractor Agreement (as outlined in section 10 of the Contractor Agreement) for a period of 10 years.
- LIMITATION OF LIABILITY
THE LIMITATION OF LIABILITY SECTION 12 OF THE TERMS, HAS BEEN REPRODUCED IN ITS ENTIRETY BELOW, AS IT APPIES TO THIRD PARTY SERVICE PROVIDERS:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL THE RSR PARTIES BE RESPONSIBLE OR LIABLE TO YOU OR ANY PERSON UNDER ANY THEORY OF LIABILITY (WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE AND/OR GROSS NEGLIGENCE), COMMON, CIVIL OR REGULATORY LAW (INCLUDING PRIVACY) OR OTHERWISE) FOR ANY LOSS OR DAMAGE OF ANY KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, ECONOMIC, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, SUCH AS DAMAGES FOR LOST PROFITS OR LOSS OF GOODWILL, USE, OR DATA, DAMAGES FOR DELETION, CORRUPTION, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY OR THROUGH THE SERVICE, ANY SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES (EVEN IF THE RSR PARTIES HAVE BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) YOUR USE OF OR INABILITY TO USE THE SERVICE; (B) THE WEBSITE OR APP OR ANYTHING OBTAINED THROUGH THE WEBSITE; (C) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (D) ANY ERRORS OR OMISSIONS IN THE OPERATION OF THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE.
THIRD PARTY SERVICE PROVIDERS ARE NOT AGENTS OR REPRESENTATIVES OF THE RSR PARTIES, BUT INDEPENDENT THIRD PARTIES. UNDER NO CIRCUMSTANCES WILL THE RSR PARTIES BE LIABLE FOR THE ACTION OR INACTION, INCLUDING PROVISION OF VEHICLE SERVICES, ON ANY LEGAL THEORY, INCLUDING THEORIES OF VICARIOUS LIABILITY, OF ANY THIRD PARTY SERVICE PROVIDER. TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, THE RSR PARTIES SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE UNDER ANY CIRCUMSTANCES FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above limitations may not apply to you.
YOU AGREE THAT THE RSR PARTIES HAVE NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO THE SERVICE AND ANY VEHICLE SERVICES CARRIED OUT BY A THIRD PARTY SERVICE PROVIDER OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
WITHOUT IN ANY WAY LIMITING THE FOREGOING, THE LIABILITY OF THE RSR PARTIES TO YOU FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO: (A) FOR REGISTERED USERS, THE AMOUNT PAID, IF ANY, BY YOU TO RSR TECHNOLOGIES FOR THE VEHICLE SERVICES, SERVICE, INFORMATION OR PRODUCT ON WHICH SUCH CAUSE OF ACTION IS BASED; OR (B) FOR THIRD PARTY SERVICE PROVIDERS, TO THE AMOUNT PAYABLE TO YOU FOR SUCH VEHICLE SERVICES ON WHICH SUCH CAUSE OF ACTION IS BASED.
THIS SECTION SETS FORTH THE RSR PARTIES’ SOLE LIABILITY AND ENTIRE OBLIGATION AND THE USERS’ EXCLUSIVE REMEDY FOR ANY ACTION ARISING IN CANADA THAT IS BROUGHT AGAINST THE RSR PARTIES.