Last Revised: June 22, 2020

This Addendum (the “DA”) to your Master Services Agreement (“MSA”) with FromTo is effective as of the date You sign the MSA, and is made pursuant and subject to the terms and conditions of the MSA.  In the event of a duplication, conflict or inconsistency between the MSA and this, this DA will control.

  1. SCOPE AND DEFINITIONS
     
    1. Scope of Addendum.  This DA applies to the MSA and together forms the agreement between You and FromTo (the “Agreement”).
       
    2. Definitions.  Capitalized terms not otherwise defined in the MSA will have the meaning set out in the Addendum.
  1. TERMS
     
    1. Fees.  For each Delivery completed according to the terms of this Agreement, You will receive a fee of $6.50 (the “Fee”). The Fee is inclusive of all taxes, fees and other payments which might result from Your performance of a Delivery or from being or becoming registered for GST purposes with Canada Revenue Agency.
       
    2. Insurance.  Driver agrees that You will acquire and maintain automobile liability (or equivalent) insurance with limits of not less than $1 million combined single limit on all owned, non-owned and hired vehicles used to perform Delivery.
       
    3. Indemnification of Driver by FromTo.  We will indemnify, defend and hold harmless Driver from and against any and all Losses with respect to any third party claim arising out of or related to: (a) any negligence or willful misconduct by FromTo or Our Personnel; (b) Your use of the Platform as authorized in this Agreement and according to the laws applicable to You.
       
    4. Indemnification of FromTo by Driver.  You will indemnify, defend and hold harmless FromTo, our affiliates and each of their directors, officers, employees, contractors and agents (the “FromTo Parties”) from and against any and all Losses arising out of or related to You and Your Personnel’s:  (a) providing Delivery under this Agreement; (b) use of the Platform in a manner that breaches this Agreement; (c) negligent acts, wilful misconduct or material breach of this Agreement; and (d) liabilities regarding the payment of taxes, source deductions and other government obligations of Driver as well as all over costs and expenses of Delivery including insurance.  FromTo reserves the right to set-off all such Losses from cumulative Fees payable under the MSA.
       
    5. Limit of LiabilityTO THE EXTENT LIMITS ON LIABILITY CONTAINED IN THE AGREEMENT DO NOT APPLY, FROMTO’S MAXIMUM AGGREGATE LIABILITY AS A RESULT OF ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE FOUR (4) MONTHS PRECEDING THE CLAIM IN QUESTION.  IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS PERFORMANCE, WHETHER THE ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
       
    6.  Dispute Resolution Procedure.  FromTo and Driver will use commercially reasonable efforts to discuss and resolve in good faith any dispute arising under the Agreement as soon as practicable and without the necessity of any formal proceeding, including, if requested in writing by either party, by each appointing one or more senior management representatives who will endeavor to resolve the dispute at a meeting to take place at a mutually agreeable time and place.  Unless otherwise agreed by the parties, such meeting shall be scheduled within 14 days of either party’s request, and the senior management representatives will reach or abandon resolution within 30 days following the party’s request.
       
    7. Amendment.  As stated in the MSA, FromTo may amend this DA at any time from time to time upon 7 days notice to You by email.  If you have concerns with the amendments proposed, You are encouraged to contact FromTo to discuss them.  Once the notice period has expired, You will be asked the next time you log in to the Platform to agree to the amendments before You will be permitted to use the Platform.  If You do not agree, You will not be permitted to use the Platform, and your sole remedy will be to terminate the Agreement.