Please read carefully the following Terms of Service upon which Topride offers you access and use of our Service (described below). This includes important information about your legal rights, remedies, and obligations as well as certain exclusions and limitations.

The Only Place Ltd. (hereinafter referred to as “Topride”, “we”, “us”, or “our”) provides an online platform under the brand “Topride” which connects Drivers who have empty seats in their vehicle and will be making a Trip, with Passengers who are seeking to make the same Trip and are seeking a means of transportation (collectively, the “Services”), which are made available through our Website at topride.app and any other Subdomains or Mobile Applications which Topride makes the Services available through (collectively, the “Service”). By using the Service you understand and agree to be legally bound by these Terms of Service (“Terms of Service”) whether you register to use the Service or not. Please read carefully as these Terms of Service govern your access and use of the Service, and all Members’ (described below) and Topride content.

The Service is offered as an online platform through which Drivers (defined below) and Passengers (defined below) may post and arrange Trips (defined below) for Carpooling (defined below) purposes directly with each other and in a strictly non-commercial or professional context. By proceeding to use and access the Service you confirm that you acknowledge that Topride is in no way a party to any agreements entered into between Drivers and Passengers, and has no control over the conduct of Drivers, Passengers or Members of our Service. You understand that Topride is not an insurer, agent or broker, and you disclaim us of all liability in this regard to the maximum extent permitted by law.

1. 1. Common definitions
       

      • A “Member” is a Driver, a Passenger, both or any other registered user of the Service.

      • A “Driver” is a person using the Service and offering spare seats in their vehicle to share with other Passengers.

      • A “Passenger” is a person using the Service and Booking seats in a Driver’s vehicle.

      • An “Account” is created by a Member to access the Service.

      • A “Trip” occurs between an origin and a destination at a given date and time and includes details such as a pick-up point, drop-off point, space for personal items and the number of seats available. A Trip is created and maintained by a Driver.

      • A “Booking” refers to the act of paying the Contribution for a Trip through the Service before the Trip happens.

      • A “Request” is posted by a Passenger looking for a Trip between an origin and a destination on a particular date.

      • A “Contribution” or “Trip contribution” refers to a sum of money agreed and paid by the Passenger to the Driver to cover the costs of a particular Trip and can’t accrue profit for the Driver.

      • A “Booking fee” is a service fee added atop of a Contribution and paid by the Passenger when Booking on a Trip.

      • A “Payment” refers to the total amount of money paid by a Passenger when Booking on a Trip (Contribution + Booking fee).

      • A “Payout” refers to the Contributions accrued from Bookings on a Trip and sent back to the Driver using their preferred Payout method.

      • A “Payout fee” is a service fee deducted from a Driver’s Payout from the Contributions they receive from Passengers on a Trip.

      • A “Payout method” refers to the method used to send a Payout to a Driver, either Direct Deposit or PayPal.

      • The “Cancellation allowance” is the ability for Drivers to cancel a maximum of one Trip with approved Passengers or one approved Booking every six months.

      • “Taking a ride”, “Carpool” or “Carpooling” refer to the act of sharing a Trip in a vehicle amongst a Driver and Passenger(s) in exchange for a Contribution.

1. 1. Changes to the Terms of Service
      

      Topride reserves the right, at its sole discretion, to modify the Service or to modify these Terms of Service, including the Booking fee, at any time and without prior notice. If we modify these Terms of Service, we will post the modifications on the Service or otherwise provide you with notice of the modification. We will also update the “Last Updated” date at the top of these Terms of Service. By continuing to access or use the Service after we have posted a modification on the Service or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Service. If the modified Terms of Service are not acceptable to you, your only recourse is to cease using the Service.

1. 1. Your responsibilities
       
      1. We ask Members to verify their identity through their email or phone number. We do not investigate any Member’s reputation, conduct, morality, criminal background or any other information posted on the Service. You are responsible for exercising common sense and determining the suitability of other Members of the Service. We encourage you to communicate directly with potential Drivers or Passengers through the Service and to take the same precautions you would when meeting a person for the first time.
      2. You are solely responsible for your interactions with other Members of our Service. We will not be responsible for any damage or harm resulting from your interactions with other Members. We reserve the right to monitor interactions and restrict access to any Member who is posting material we consider objectionable.
      3. Release.
         As our Service is a facilitator, in the event of a dispute between you and another Member, except when such exclusions are forbidden by law, in particular in line with the “Loi sur la protection du consommateur québécois”, you release us (and our affiliates) from claims, demands and damages (actual or consequential) of any kind and nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out or in any way connected with such disputes.

1. 1. Your conduct
       
      1. As a Member of this Service, you must act responsibly and exercise good judgment. This includes, but is not limited to, the following:
         1. Driving carefully, respecting the rules of the road, not being under the influence and not violating any applicable laws or regulations and driving a vehicle in good functioning order that has passed any required vehicle inspections
         2. Not infringing the rights of any third party, including without limitation, intellectual property, privacy, publicity or contractual rights
         3. Not using information obtained through this Service for any unauthorized purpose
         4. Not interfering with or damaging the Service. We come in good faith.
         5. Not using this Service to distribute spam
         6. Respecting other Members: no harassment, abuse (verbal or physical) or stalking is tolerated on the Service
         7. Not using the Service for commercial activities, unless otherwise agreed directly with Topride
         8. Not registering to the Service on behalf of another individual
         9. To being at least 18 years old and able to enter into legally binding contracts to access and use the Service or register for an Account. By accessing or using the Service you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.
         10. Not assisting a third party in doing any of the above
      2. Reporting misconduct

         If you feel that another Member of the Service has acted inappropriately including but not limited to offensive, violent or sexually inappropriate behavior, or engages in other disturbing conduct, you must immediately report such person to the appropriate authorities and to us by contacting us, with the understanding that your report does not obligate us to take any action or cause us to incur any liability.

1. 1. Use and access of the Service
       
      1. NO commercial activities, unless otherwise agreed by contract with Topride.

         The Service is strictly limited to providing a Service for Drivers and Passengers to Carpool in a private capacity. The Services may not be used to offer or accept Carpooling for profit or in any commercial or professional context, unless otherwise agreed by contract with Topride.

         Topride doesn’t provide transport services. The Carpool Service offered is an online platform which lets Members connect to transact with one another. Topride does not interfere with Trips, destinations or timings.

      2. Access to the Carpool service

         Each Member of Topride has to create an Account to access the Service. To create an Account, you must:

         1. Either log in or register to the service:
            1. Log in with your Facebook or Google Accounts via Open Authentication methods (OAuth). In using such OAuth methods, you understand that Topride will have access to information about your Facebook or Google Account, and publish some of that information on the Service. You can remove the link between your Topride Account and your Facebook or Google Accounts using the “Social Accounts” section of your Account settings.
            2. Or register with your email and password, and complete all required fields on the registration form.
         2. Verify your email address and have access to that email address while making use of the Service
         3. Verify your cell phone number and have access to communicate with other Members via calls and text messages while making use of the Service
         4. Provide your legal first name and last name
         5. Provide a well-lit profile photo of yourself that clearly shows your face
         6. Provide an accurate description of yourself
         7. Provide your age and gender
         8. Agree to our Terms of Service and Privacy Policy

         When creating your Account, you agree to provide accurate and true information, and to update it through your profile or by notifying Topride.

         You agree to be the sole owner of your Account, and to not share its access with anyone.

         You agree that all representations, communications, Bookings, Payments and the use of any of the other features provided by Service are only made by you, and never by a third party, or on behalf of a third party.

         You agree not to create or use, under your own identity or that of a third party, Accounts other than that initially created by you.

         You may have to enter an email and password as part of the registration process. You are solely responsible for the confidentiality and use of these. You must notify us immediately of any unauthorized use of your login details or any other breach of security.

      3. Eligibility to use the Service

         Topride offers a Carpool service which allows Members to contact each other to arrange a Carpool. The Passenger is expected to contact the Driver through the Service to arrange a Carpool and any conditions of travel (including size of luggage, equipment, etc).

         The eligibility of a Member to use the Carpool service is to Topride’s discretion and as such Topride reserves the right to withdraw that service from any Member at any time.

      4. Conditions under which the Service is provided

         Topride reserves the right to:

         (i) Withdraw the Service it provides and restrict it to a cohort of Members and / or only several destinations.

         (ii) Make exceptions to the policies of the Service

• Community Agreement

  By agreeing to these Terms of Service, you also agree to our Community Agreement, which depicts a high-level summary of how we expect Members to use our Service. Please refer to our Community Agreement page for more information.

• Anti-Discrimination and Anti-Harassment Policies
  1. Anti-Discrimination Policy

     Topride is an “equal opportunity community.” Topride will not allow discrimination within its community and will ensure against discrimination to the best of its abilities on the bases of race, creed, color, national origin, or sex. Allegations of discrimination on Topride may lead to preventive or permanent closure of a Member’s Account.

  2. Anti-Harassment Policy

     Topride is committed in all areas to providing a community that is free from harassment. Harassment based upon an Member’s sex, race, ethnicity, national origin, age, religion or any other legally protected characteristics will not be tolerated. All Members are expected and required to abide by this policy. No Member will be adversely affected in the use of this Service as a result of bringing complaints of unlawful harassment against another Member. Allegations of harassment on Topride may lead to preventive or permanent closure of a Member’s Account.

  3. Anti Sexual Harassment Policy

     Sexual harassment is behavior of a sexual nature that is unwelcome and offensive to the person or persons it is targeted toward. Examples of harassing behavior may include unwanted physical contact, foul language of an offensive sexual nature, sexual propositions, sexual jokes or remarks, obscene gestures, and displays of pornographic or sexually explicit pictures, drawings, or caricatures. Use of the Topride platform for the purpose of viewing, displaying, or disseminating material that is sexual in nature may also constitute harassing behavior. Allegations of sexual harassment on Topride may lead to preventive or permanent closure of a Member’s Account.

  4. Reporting

     If an Member feels that they have been harassed on the basis of their sex, race, national origin, ethic background, or any other legally protected characteristic they should immediately contact Topride. Once the matter has been reported it will be promptly investigated and any necessary corrective action will be taken where appropriate. All complaints of unlawful harassment will be handled in as discreet and confidential a manner as is possible under the circumstances.

• Privacy
  1. Privacy policy

     We understand the concerns that you may have about your privacy and respect your right to protect your personal information while online. Our Service is designed to allow Members to only post details regarding Trip dates and locations. We may collect other personal information from you that we do not post on our Service.

     By agreeing to these Terms of Service, you also agree to our Privacy Policy. Please refer to our Privacy Policy for more information.

  2. Third-Party Content

     In using our Service, you may be exposed to content from other Members or third parties (“Third-Party Content“) either on our Service or through links to third-party Websites. We do not control and have no responsibility for Third-Party Content. You must evaluate and bear all risks associated with Third-Party Content.

     
     

     1. We do not warrant that:

        1. Our Service will meet your requirements or expectations.
        2. Our Service will be uninterrupted, timely, secure, or error-free.
        3. Any information that you obtain through our Service will be accurate or reliable.
        4. Any errors in any data or software will be corrected.
     2. Indemnity

        Unless the following exclusions are forbidden by law, in particular under the “Loi sur la protection du consommateur” if you are residing in Québec, you shall defend, indemnify and hold us harmless from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to your use of our Service. If you are obligated to indemnify us, we will have the right to control any action or proceeding and determine whether we wish to settle it, and if so, on what terms.

     3. Intellectual Property

        All material on our Service is protected by rights, copyright, trademarks, service marks, patents, trade secrets or other proprietary rights and laws as may be applicable. Unless expressly authorized by us, you may not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such material. It’s our Service – no thieving.

        You may not systematically retrieve data or other content from our Service for your own devious plans, including re-creating databases, directories or downloads. You may not display any portion of our Service in a frame without our prior written consent. You may however, establish ordinary links to the Service without our written permission.

     4. Legal compliance

        You shall use the Service in a manner consistent with any and all applicable laws and regulations.

• Termination & Discontinuance of Service
  1. Termination

     We may, in our discretion and without liability to you, with or without cause (such cause may include your breach of these Terms of Service) with or without prior notice and at any time, terminate your access to the Service.

  2. Discontinuance of Service

     We may, in our discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of the Service.