Acceptance.

Prostop Canada Ltd., Inc. (Prostop Canada Ltd.) owns and operates the website www.Prostop Canada.com (the Site). Prostop Canada Ltd. also develops, operates and distributes certain software applications (Apps), which include hosted applications and applications for mobile devices. The Site and the Apps, together with the referral, matching and appointment services, and the data collection, storage, analysis and reporting tools, functions and services, that are provided at the Site and/or via the Apps, are collectively referred to as the Service. The Service is offered and provided subject to acceptance without modification of all of the terms and conditions contained herein (Terms of Service). The Terms of Service shall be deemed to include all other operating rules, conditions, policies and procedures that are referred to herein or that may otherwise be published by Prostop Canada Ltd., from time to time, at the Site or via any App (collectively, Policies), including without limitation, the Privacy Policy and Copyright Policy.


IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF SERVICE, OR IF YOU ARE NOT ELIGIBLE OR AUTHORIZED TO ENTER INTO THIS AGREEMENT, THEN DO NOT REGISTER FOR, DOWNLOAD, ACCESS OR USE THE SERVICE. DOWNLOADING ANY APP, COMPLETING OUR REGISTRATION PROCESS OR OTHERWISE ACCESSING OR USING ALL OR ANY PART OF THE SERVICE WILL CONSTITUTE ACCEPTANCE OF, AND CREATE A LEGALLY ENFORCEABLE CONTRACT UNDER WHICH YOU AGREE TO BE BOUND BY, ALL OF THESE TERMS OF SERVICE, WITHOUT MODIFICATION. IF YOU ACCESS ANY INTERNET-BASED SERVICES VIA LINKS IN THE SERVICE, YOUR USE OF THOSE SERVICES WILL BE SUBJECT TO BOTH THESE TERMS OF SERVICE AND ANY SEPARATELY PROVIDED TERMS OF USE AND PRIVACY STATEMENT ON SUCH WEBSITE.


Updates.

The Service is intended by Prostop Canada Ltd. to be made available to individuals of all ages. However, if you are under the age of 18, you should review these terms of service with your parent or guardian to make sure that you or your parent or guardian understand the terms contained in these terms of service. The Service is intended by Prostop Canada Ltd. to be made available only to individuals who are at least 18 years old. If you do not qualify, then you are prohibited from downloading, accessing, using and registering for the Service. Prostop Canada Ltd. will not collect personally identifiable information from any person who is actually known to us to be under the age of 13. If we become aware that a person under 13 has provided personally identifiable information, Prostop Canada Ltd. will take steps to remove such information and terminate that individual’s account, access and use of the Service. Prostop Canada Ltd. may refuse to offer or continue offering the Service to any person and may change its eligibility criteria from time to time.





Eligibility.

Our Site may use "cookies" to enhance User experience. User's web browser places cookies on their hard drive for record-keeping purposes and sometimes to track information about them. User may choose to set their web browser to refuse cookies, or to alert you when cookies are being sent. If they do so, note that some parts of the Site may not function properly.


Registration.

The Service may be accessed several ways: by visiting the Site directly; or by using a web plug-in that is made available to you by Prostop Canada Ltd.; or by using an App that is downloaded from Prostop Canada Ltd. (or a Channel Partner), which then communicates with Prostop Canada Ltd.’s web servers; or by using a widget that is made available to you by a Channel Partner, which operates or otherwise connects to Prostop Canada Ltd.’s web servers (and which may operate within a frame or wrapper provided by the Channel Partner). The term Channel Partner means any Internet publisher, website operator, reseller, distributor or other third party who is authorized to drive user traffic, or facilitate access to the Service pursuant to arrangements with Prostop Canada Ltd.. Regardless of how you access the Service, to ensure the integrity of the Service, you must complete an account registration process and provide Prostop Canada Ltd. with current, complete and accurate information, as more specifically required by the then current registration procedures and operational prompts. By way of illustration and not limitation, you may be required to provide the following information in order to establish your account and register for and use the Service: name, address, telephone number, e-mail address, vehicle information (make, model, year, mileage and VIN), username, password and certain preferences and permissions (such as, for example, preferred contact method). You are required to maintain and update your registration data from time to time, to ensure that it is always current, complete and accurate. Prostop Canada Ltd. may refuse to accept your application to register for the Service, in its sole discretion. Upon acceptance, Prostop Canada Ltd. will establish access credentials for your account. You are solely responsible for maintaining the confidentiality of your access credentials and other account information, and you will be solely liable for any and all activities under your account. You agree to notify Prostop Canada Ltd. immediately of any unauthorized use of your account or any other breach of security related to the Service.


Vehicle Services.

The Service includes the ability for users to investigate, compare quotes, book appointments, purchase vehicle maintenance, repair, roadside assistance, vehicle transportation and related services (Vehicle Services) from certain dealerships, repair shops and independent contractors (Mechanics, Towing Companies & Vehicle Transportation Companies). Based on your query, Prostop Canada Ltd. will solicit quotes on your behalf from Mechanics, Towing Companies or Vehicle Transportation Companies that are willing to provide your requested Vehicle Services. If you elect to accept any such quote for Vehicle Services and book an appointment with the applicable Mechanic,Towing Company or Vehicle Transportation Company then you will be required to provide valid Credit Card Information (cardholder name, card number, expiration date and security code), which will be verified by Prostop Canada Ltd.’s service provider (merchant bank) before your Vehicle Service is confirmed. For clarity, all Vehicle Services are provided by the applicable Mechanic,Towing Company or Vehicle Transportation Company, not Prostop Canada Ltd.. Accordingly, Vehicle Services are not deemed to be within the scope of the Service offered and provided by Prostop Canada Ltd., and Prostop Canada Ltd. (and its Business Partners, other than the applicable Mechanic,Towing Company or Vehicle Transportation Company) have no obligation or liability regarding Vehicle Services. As a result of its limited role as an intermediary between you and the Vehicle Service providers, Prostop Canada Ltd. has no control over the quality, timeliness, price, guarantees, risks or damages related to Vehicle Services. Therefore, you agree, in connection with any use of the Service resulting in the purchase and performance of Vehicle Services: (a) to release Prostop Canada Ltd. (and its Business Partners, other than the applicable Mechanic,Towing Company or Vehicle Transportation Company from any and all claims, demands, damages and liabilities, of any type and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such Vehicle Services (including any disputes arising therefrom); and (b) to attempt to settle any dispute directly with the applicable Vehicle Service provider. Fees and Payments except as expressly provided otherwise in the Terms of Service, Prostop Canada Ltd. and each Auto Shop is solely responsible for all of its costs and expenses related to the Service. At this time, as an Auto Shop you may access and use the Service in the capacity of an Auto Shop with a $180 monthly subscription fee (We reserve the right to introduce 12-24 month contracts, the pilot will have no costs until the Pilot has been deemed successful from the Prostop organization) Prostop Canada Ltd. may decide to charge for certain Apps or other features of the Service (or to change the price charged for such Apps and features), in which case you will be notified of that change. Should you elect to obtain any such fee-bearing App or feature, you hereby agree to pay all applicable fees, in the amounts, at the times and subject to any other conditions established for that App or feature. Such fees may be specified on a recurring basis (e.g., subscription or usage fees) or non-recurring basis (e.g., one-time fees). You are solely liable for the cost of Vehicle Services you receive. The price for Vehicle Services (including any applicable taxes) will be established by the applicable Mechanic, as set forth in the offer you accepted (or as increased or decreased as a result of changes in the scope of Vehicle Services to which you and the user (driver of vehicle in service) have agreed). You hereby agree that Prostop Canada Ltd. will collect the $10 deposit and $2.80 service fee from the customer, and distribute the $10 funds to you (the Auto Shop) within 24 business hours of the repair being completed. Funds will be transferred directly into the bank account for which banking information is entered on our system/ to your finance department via direct deposits. Funds will be transferred at early morning hours and require no action on behalf of the Auto Shop. Unless specified otherwise, all amounts due hereunder shall be paid in Canadian dollars, in immediately available funds by credit card, in full without set-off, counterclaim or deduction. Any amount not paid when due shall bear a late payment charge until paid at the rate of 1.5% per month or the maximum amount permitted by law, whichever is less. If any payment is past due, Prostop Canada Ltd. shall have the right to take whatever action it deems appropriate (including without limitation, suspending or terminating your access and use of the Service). You agree to reimburse Prostop Canada Ltd. for all reasonable costs and expenses (including attorneys' fees) incurred in collecting payments.


Privacy.

The most current Privacy Policy will apply to any and all use of the Site, Apps and other aspects of the Service. Prostop Canada Ltd. will not intentionally edit, modify, delete or disclose the contents of your registration data and your customers data or other User Data and customer data in connection with the Service unless (a) reasonably necessary for Prostop Canada Ltd. (or its service providers) to operate the Service, including processing your requests and appointments for Vehicle Services, (b) to communicate with Business Partners, (c) otherwise permitted under the Privacy Policy or other Terms of Service, (d) Prostop Canada Ltd. reasonably believes that such action is necessary (i) to conform or comply with any legal, regulatory, law enforcement or similar requirement or investigation, (ii) to protect or defend the rights or property of Prostop Canada Ltd. or any third party or (iii) to enforce the Terms of Service or (e) otherwise authorized by you.


User Data and Analytics.

The Service collects, stores, processes and analyzes User Data and customer data and produces Analytics, be it from our site or the proprietary real time scheduler which will be provided to all mechanic shop partners. Accordingly, whenever you interact with the Service, a variety of technologies are employed to automatically or passively collect User Data and customer data. The term User Data and customer data means all data and information that are provided by you and your respective customers during registration and subsequent use of the Service (including queries related to obtaining Vehicle Services), and all other data and information about you that are otherwise discerned or collected by Prostop Canada Ltd. based on your access and use of the Service. For clarity, User Data & customer data includes, but is not limited to: browser or device type; operating system; time of day; identification of the page served and preceding page views; use of particular Service features or applications (such as, for example, viewing or responding to advertisements); registration data; vehicle information; geographic location; Vehicle Service histories. The term Analytics means user profiles and statistics, metrics, abstractions and other analyses that are based on or derived from your use of the Service, User Data and customer data, which are developed in the aggregate with other data or which are developed in a manner that does not disclose your identity or User Data and customer data (unless in aggregated or anonymized form). You hereby authorize Prostop Canada Ltd. to use your User and customers Data and to exploit Analytics in the manner and for the purposes described in these Terms of Service, including without limitation: to use User Data and customer data to communicate with you; to include, copy, disclose, distribute, transmit and display User Data and customer data in communications that you have initiated via the Service; to access, record, collect, copy, store, process, analyze and use User Data and customer data to provide the Service (including to solicit offers for Vehicle Services from Mechanics and to confirm appointments); to develop, improve, extend and test the Service (and underlying technology platform); to design, develop and produce Analytics; and to disclose, distribute and transmit User Data and customer data and/or Analytics to Channel Partners, Mechanics, advertisers, advertising networks, content distributors and other of Prostop Canada Ltd.’s customers, service providers and business partners (collectively, Business Partners). Notwithstanding the foregoing, Prostop Canada Ltd. does not record or store your Credit Card Information. Credit Card Information is provided to and retained by Prostop Canada Ltd.’s merchant bank, where it is used solely for the purpose of verification and validation, and for charging payments for completed Vehicle Services.


User Generated Content.

The Service may include discussion forums or other communications features, through which customers/ users may publicly post and/or exchange content and information they think may be of interest to other users based on their use of the Service (such as, for example, reviews and ratings regarding Vehicle Services) and other related subjects (collectively, User Content). You agree not to post or distribute any confidential User Content or other information that you desire (or are required) to keep secret. Prostop Canada Ltd. does not undertake to pre-screen, authenticate, validate, monitor, moderate or edit any User Content. However, Prostop Canada Ltd. and its agents have the right, at their sole discretion, to remove in whole or in part, at any time, any User Content that, in Prostop Canada Ltd.'s judgment, does not comply with the Terms of Service or otherwise appears to be harmful, objectionable or inaccurate. Prostop Canada Ltd. is not responsible for any failure or delay in removing any such content. Because Prostop Canada Ltd. does not review the substance of User Content, or other user-to-user communications via the Service, you must be careful in dealing with other users to avoid unintended consequences. You acknowledge that the information provided by users may, despite the prohibitions set forth in the Terms of Service, be harmful, inaccurate or deceptive. Authentication of the true identity of remote (Internet or mobile) users is difficult, and so Prostop Canada Ltd. cannot and does not confirm that each user is the person who they claim to be. Prostop Canada Ltd. is not involved in user-to-user dealings and, therefore, in connection with any use of the Service, you agree: (a) to release Prostop Canada Ltd. (and its affiliates, licensors, Channel Partners and other Business Partners) from any and all claims, demands, damages, liabilities, costs and expenses, of any type and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to your use of the Service (including any disputes with other users); and (b) to attempt to settle any dispute directly with such other user or other third party.


User Rules and Conduct.

The Site, Apps and all other aspects of the Service are provided only for your personal, noncommercial use. Any unauthorized use of the Service (including without limitation, accessing any aspect of the Service for which you are not authorized, or any commercial use by you, such as, for example, reselling any App, Content or Vehicle Services) is expressly prohibited. You are solely responsible for all acts or omissions that occur under your account, username or password, including applicable User Content posted to or transmitted via the Service. As a condition of use, you hereby promise not to use the Service for any purpose that is unlawful, or that is commercial in nature (such as, for example, raising money, or advertising or promoting any product, service, pyramid scheme or other venture) or that is prohibited by the Terms of Service, or for any other purpose not reasonably intended by Prostop Canada Ltd.. You agree to abide by all applicable local, state, national and international laws, regulations and rules. By way of example, and not limitation, you agree not to take any action or upload, post, submit or otherwise distribute or facilitate distribution of any User Content (including text, software, photographs, videos, audio, sound recordings, data or other information) using any communications service, discussion forum, survey, feedback, App or other aspect of the Service, in any manner, that:


is unlawful, deceptive, misleading, fraudulent, threatening, abusive, harassing, libelous, invasive of another's privacy, tortious, obscene, pornographic, profane or which otherwise violates the Terms of Service;

infringes on any patent, trademark, trade secret, copyright, right of publicity, privacy right or other right of any person or entity;

reveals any confidential, proprietary or other information that you are required to keep secret, including without limitation, non-public information about any business;

discovers or reveals any personal information about another individual, including another person's name, address, phone number, e-mail address, credit card information or any other information that could be used to track, contact or impersonate that person, unless such information has been provided by that person in any public communication or forum

constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming"), chain letters or any form of lottery or gambling;

imposes an unreasonable or disproportionately large load on Prostop Canada Ltd.'s computing, storage or communications systems and networks, or attempts to gain unauthorized access to the Site, any App or other aspect of the Service (including the underlying technology platform), someone else’s User Data and customer data, accounts, computer systems or networks connected to the Service, through password mining or otherwise;

contains software viruses or any other computer codes, files or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware or network system or to damage or obtain unauthorized access to any system, data or other information of Prostop Canada Ltd. or any Business Partner or other third party;

registers for or creates user accounts by any automated means or under false or misleading pretenses, including by the use of a false, misleading or disguised e-mail address;

harvests, scrapes or collects any information from the Service;

uses any script, bot or other automated means that only simulates compliance with the Terms of Service or other requirement applicable to the Service;

disguises the source of User Content; or impersonates any person or entity, including any employee or representative of Prostop Canada Ltd. or any Business Partner

Prostop Canada Ltd. may, at its sole discretion, immediately suspend or terminate your access to the Service should your conduct fail (or appear to fail) to strictly conform to any provision of this section. Prostop Canada Ltd. has no obligation to monitor the Service or any user’s use thereof. However, Prostop Canada Ltd. reserves the right at any time and without notice to monitor, review, copy, retain or disclose any information as may reasonably be necessary to satisfy any applicable law, regulation, legal process or governmental request or investigation (including any inquiry from law enforcement).


Workmanship.

All work performed on vehicles must be done my properly trained and licensed technicians in accordance with best practice standards for handling and operation of customer vehicles. Workmanship standards are to be held by Prostop Canada Ltd. at OEM and dealer standards. Infractions on best practice services will result in the immediate termination of Auto Shop accounts on the Prostop Canada Ltd. platform. Please refer to ‘Termination’ for terms.


Connections

You may be able to obtain an App, access the Service and/or communicate with the Service, and you may be able to link or communicate from the Service to, applications, devices and websites owned and operated by Mechanics, Channel Partners, advertisers or other Business Partners. These other applications, devices and websites are not operated or controlled by Prostop Canada Ltd., and you agree that Prostop Canada Ltd. is not responsible for the availability, accuracy, legality, appropriateness or any other aspect of the content or function of such applications, devices and websites. Any such connection to or from the Service does not constitute or imply any guarantee or endorsement by Prostop Canada Ltd. of that application, device or website or any association with its operators. Additional or different terms and conditions (including without limitation, privacy and security practices) apply when you access and use such other applications, devices and websites.


Advertising and Promotions.

The Service may include advertisements and promotions and offers from Prostop Canada Ltd., Business Partners and other third parties. Advertisements may be displayed adjacent to or included with User Content, or may include User Content. You are not entitled to any compensation for any such advertisement or information. Prostop Canada Ltd. reserves the right, for itself and on behalf of its Business Partners, to deliver advertisements, promotions and offers to you in conjunction with your use of the Service and to utilize your device's processor and storage resources for this purpose. Advertisements, promotions and offers may be contextual, meaning they were selected for delivery to you based criteria that are related to your use of the Service (such as, for example, User Data and customer data like your current location or type of vehicle, or Analytics derived from your usage). Any opt-out that you provide regarding direct marketing communications will not apply to the delivery of advertisements. In addition, you may receive advertising and promotional information or offers as a result of responding to prompts or advertisements rendered by the Service. Except for Vehicle Services, any and all of your dealings with advertisers and other third parties via the Service, and your participation in promotions and offers, including the delivery of and payment for goods and services, and any other terms, conditions, representations, warranties and remedies, associated with such dealings, promotions and offers, are solely between you and the applicable third party. Prostop Canada Ltd. is not responsible or liable for any such dealings, promotions or offers.


Proprietary Rights.

The Service (including the Site and Apps), and all content, materials, data and other information created by or for Prostop Canada Ltd. (or its affiliates, licensors or Business Partners) and made available via the Service (collectively, Content), are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, and Prostop Canada Ltd. (and its applicable affiliates, licensors and Business Partners) shall own and retain all rights, title and interests (including all intellectual property and proprietary rights) therein and thereto. Unless and only to the extent expressly authorized by Prostop Canada Ltd., you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any part of the Service or Content. However, unless the Service states or implements a different restriction, you may download, reproduce or transmit a reasonable number of copies of Content for your personal, noncommercial purposes; provided, that you retain all copyright and other proprietary notices contained therein. Your systematic retrieval of data or other Content from the Service to create or compile, directly or indirectly, a collection, database or directory is strictly prohibited without Prostop Canada Ltd.'s express prior written permission. IMPORTANT: If you desire to access or use the Service or Content for any purpose other than personal, noncommercial reference, then you must first secure permission from Prostop Canada Ltd. or other owner of that Content. Reproducing, copying or distributing any App, or any Content, or any design elements from the Site or any App, for any other purpose is strictly prohibited without Prostop Canada Ltd.'s expressed prior written permission. Attempting to access or use the Service or Content for any purpose not expressly permitted in the Terms of Service is prohibited.


License.

LICENSE. Provided You comply with all terms and conditions of these Terms of Service, Prostop Canada Ltd. grants You a revocable, limited, non-transferable license to use the service on any desktop CPU, tablet,  iPhone or Android phone that You own or control and as permitted by Usage Rules set forth in the App Store Terms and Conditions or the Google Play Terms of Service, whichever is relevant.


User Content License.

If you upload, post, submit, transmit or otherwise distribute User Content of any kind using the Service, then you:


agree to grant and do hereby grant to Prostop Canada Ltd. and its affiliates and licensees a non-exclusive, transferable, perpetual, irrevocable, royalty-free, worldwide right and license to: use, reproduce, publicly display, publicly perform, adapt, collect, modify, delete from, distribute, transmit, promote and make derivative works of the User Content, in any form and media, solely for the purposes of offering, providing, marketing, advertising and promoting the Site, Apps and other aspects of the Service (including without limitation, being exported under content sharing arrangements with Business Partners); and to permit third parties to use your User Content; and

represent and warrant that all User Content includes appropriate attribution to the copyright owner; and

represent and warrant to Prostop Canada Ltd. that you own or otherwise control all necessary rights to such User Content and that public disclosure, transmission and use of the User Content by Prostop Canada Ltd. (including without limitation, publishing content via the Service) will not infringe or violate the rights of any third party; and

acknowledge and agree that User Content is intended to and will be made available to and used by other users, and by Prostop Canada Ltd. and its Business Partners.

IMPORTANT: You agree not to contribute any User Content unless you have all of the rights (including rights from the copyright owner) necessary to grant Prostop Canada Ltd. the foregoing use license, and to satisfy all of the warranty requirements described above. The Service may (but is not obligated to) provide you with the ability to remove some or all of your User Content. Following any such removal, Prostop Canada Ltd. will use commercially reasonable efforts to discontinue its further display, performance and distribution of such User Content; provided, however, you acknowledge and agree that Prostop Canada Ltd. may continue using such User Content in the same manner and for the same purposes as it did prior to removal of such content (such as, for example, as used in any advertising created prior to removal) and that Prostop Canada Ltd. shall have no responsibility or liability in respect of any further use of User Content that was previously exported by Prostop Canada Ltd. or shared with other users via the Service or that was downloaded or copied by other users to other websites, systems and devices.


Data Collection.

Prostop Canada Ltd. gathers and combines data from the Service for the purpose of determining benefits of the Prostop Canada Ltd. Reward program as well as analysis and risk evaluation, so your data may be retained indefinitely. We will not disclose or use data obtained from the Service to resolve any claims you or another driver of your vehicle may make with Prostop Canada Ltd. unless we receive a written request from you asking us to consider the data. Data collected from the Service may be provided to insurance regulators to support rate or other insurance related filings. Data may also be disclosed to third parties, as required by law, and may be deemed discoverable by third parties and used in an accident investigation and/or litigation. Prostop Canada Ltd. and/ or you may be legally required to provide the data to others and /or their legal counsel, and you should not expect to retain any privacy or confidentiality related to your use of the Service.


Cellular or Wireless Service.

The Service transmits data via your wireless carrier or accessible Wi-Fi network. Prostop Canada Ltd. is not responsible or liable for any data charges associated with the use of any Service. The service may occasionally be restricted, interrupted or discontinued due to conditions such as, but not limited to: app design, network coverage, government regulation, or other situations beyond Prostop Canada Ltd.’s control.


Location-based Services.

The Service transmits data regarding Your GPS location. You may turn off Location Services for the Service and no data will be collected during this time.



Customer data Services.

The use of our proprietary scheduling platform grants us complete rights and privileges indefinitely to facilitate scheduling and promotional services related to automotive servicing directly with the customer via email and other forms of digital contact. Customer can be randomly called directly to produce customer feedback surveys which will be used in a continuous improvement and feedback loop.


Feedback License.

If you provide Prostop Canada Ltd. with any idea, recommendation or other suggestion regarding possible corrections, improvements or extensions related to the Service (collectively, Feedback), in any form or by any means (whether through the Service, or by direct communication (e.g., e-mail) with Prostop Canada Ltd. or any of its officers, directors, employees, representatives, agents or Business Partners), then you:


represent and warrant that the Feedback does not include your own or any third party’s confidential or proprietary information; and

acknowledge and agree that Prostop Canada Ltd. is under no obligation of confidentiality, express or implied, with respect to the Feedback; and

agree to grant and do hereby grant to Prostop Canada Ltd. and its affiliates and licensees a non-exclusive, transferable, perpetual, irrevocable, royalty-free, worldwide right and license to use, modify and make derivative works of the Feedback, in any manner, in any media and for any purpose, and to permit third parties to do the same.


Termination.

Prostop Canada Ltd. may immediately terminate your access to all or any part of the Service (including without limitation, any App) at any time, with or without cause, with or without notice. Upon any termination, all rights and obligations of the parties under these Terms of Service shall cease, and you shall immediately stop accessing and using the Service, except that (a) all obligations that accrued prior to the effective date of termination (including payment obligations) and all remedies for breach of the Terms of Service shall survive, (b) Prostop Canada Ltd. will reasonably cooperate with completing any Vehicle Services booked prior to termination (including collecting and distributing payments), (c) Prostop Canada Ltd. may retain and use non-personally identifiable User Data and customer data and (d) the provisions of the section entitled Advertising and Promotions, and all following sections herein, shall survive. After termination, Prostop Canada Ltd. has no obligation to maintain any User Data and customer data or User Content or to forward any unread or unsent messages to you or to any other user or third party. Prostop Canada Ltd. will also hereby reserve all rights to service and contact customers whom may have been scheduled to visit your shop prior to your termination. 






No Warranties.

THE SITE, APPS, CONTENT AND ALL OTHER ASPECTS OF THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE". THE SITE, APPS, CONTENT AND ALL OTHER ASPECTS OF THE SERVICE ARE PROVIDED WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF ACCURACY, INTEGRATION, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. Prostop Canada Ltd. AND ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS DO NOT WARRANT THAT: (A) ANY INFORMATION WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT; (B) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; (C) ANY SERVICE DEFECTS OR ERRORS WILL BE CORRECTED; (D) THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) ANY RESULT OR OUTCOME CAN BE ACHIEVED. USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. ALL REPRESENTATIONS AND WARRANTIES REGARDING ANY VEHICLE SERVICES SHALL BE, IF AT ALL, ONLY AS EXPRESSLY AGREED BETWEEN YOU AND THE APPLICABLE MECHANIC.


Limitation of Liability.

You agree that Prostop Canada Ltd. (and its affiliates, licensors and Business Partners) shall not be responsible or liable for any unauthorized access to, alteration or use of your account, transmissions or data, or for any material or data sent or received or not sent or received through the Service. You agree that Prostop Canada Ltd. (and its affiliates, licensors and Business Partners) shall not be responsible or liable for any threatening, defamatory, obscene, offensive, illegal or other content or conduct of any user or any user's infringement of another's rights, including intellectual property rights, rights of publicity or privacy rights.


IN NO EVENT SHALL Prostop Canada Ltd. (OR ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS) BE LIABLE CONCERNING ANY SUBJECT MATTER RELATED TO THE SITE, APPS, CONTENT OR OTHER ASPECTS OF THE SERVICE, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGIES, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) DAMAGES, IN THE AGGREGATE, IN EXCESS OF AMOUNTS YOU PAID TO Prostop Canada Ltd. FOR THE SERVICE OR $100.00, WHICHEVER IS GREATER, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Prostop Canada Ltd.’S MAXIMUM LIABILITY FOR ANY CLAIM OR ACTION RELATED TO ANY VEHICLE SERVICES SHALL NOT EXCEED THE SERVICE FEE RETAINED BY Prostop Canada Ltd. FOR THE VEHICLE SERVICES GIVING RISE TO YOUR DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. SOME STATES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.


Indemnification.

You agree to (a) defend Prostop Canada Ltd., its affiliates, licensors and Business Partners, and their officers, directors, employees, contractors and representatives (Indemnitees) against any action or suit by a third party that arises out of any transaction or other dealings between you and any other user or Business Partner, your use or misuse of the Service, or your breach of any of your representations, warranties or covenants under the Terms of Service and (b) indemnify the Indemnitees for liabilities (resulting from settlements or judgment awards), costs and expenses (including without limitation, reasonable attorneys’ fees) related to such claims. In addition, Prostop Canada Ltd. reserves the right to assume the exclusive defense and control of any matter subject to the foregoing indemnity, in which event you will assist and cooperate with Prostop Canada Ltd. in asserting any available


International Use.

You hereby expressly consent to the transmission, collection, storage, processing and use of your User Data and customer data, User Content and Analytics within, from and to Canada, in addition to the country where you are located. Prostop Canada Ltd. makes no representation that the Service is accessible, appropriate or legally available for use in locations outside the Canada, and accessing and using the Service is prohibited from territories where doing so would be illegal. If you access or use the Service from other locations, then you do so at your own initiative and are responsible for compliance with local laws.


Governing Law; Arbitration.

A printed version of the Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Service (including any Policy) to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Prostop Canada Ltd. agree that any claim or cause of action arising out of or related to the Service must be commenced within 1 year after the claim or cause of action arose. Otherwise, such claim or cause of action is permanently barred. The Terms of Service shall be governed by and construed in accordance with the laws pertaining to the provincial and federal level of Canada , excluding its conflicts of law rules. In the event of any conflict between Canada and foreign laws, regulations and rules, Canadian laws, regulations and rules shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Terms of Service. Except that either party may seek an injunction or other equitable relief from any court of competent jurisdiction, all disputes between the parties arising out of or in relation to or in connection with the Terms of Service shall be settled by binding arbitration in accordance with the JAMS streamlined arbitration rules and procedures then in force, by one neutral arbitrator appointed in accordance with the rules. The arbitration shall take place in Toronto, Ontario, Canada. The proceedings shall be in English, all evidence shall be in English (or translated into English) and the governing law shall be as set forth herein. The arbitrator’s decision shall be in writing and shall comply with all terms and conditions in the applicable version of the Terms of Service. The decision and award rendered shall be final and binding on both parties. The parties acknowledge and agree that the Terms of Service and any award rendered pursuant hereto shall be governed by the UN Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Judgment on the award may be entered in any court of competent jurisdiction. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Service, including without limitation, this section.


Integration.

These Terms of Service (including the then current Policies) are the entire agreement between you and Prostop Canada Ltd. with respect to access, use and operation of the Service, and supersedes all prior or contemporaneous communications, proposals and agreements (whether oral, written or electronic) between you and Prostop Canada Ltd. with respect to the Service. If any provision of the Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Service will otherwise remain in full force and effect and enforceable.


General Provisions.

Your rights and obligations under the Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with Prostop Canada Ltd.'s prior written consent. Prostop Canada Ltd. may subcontract, delegate, assign or otherwise transfer any or all of its rights and obligations hereunder without your consent. All waivers, consents and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment relationship is created as a result of the Service or Terms of Service, and neither party has any authority of any kind to bind the other in any respect. All notices under these Terms of Service will be in writing, in English and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail or express courier, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail.