Marketplace Terms of Service

Contents

• 1. Who we are
• 2. What the platform is, and is not
• 2A. You answer for what you tell us and others
• 3. Accounts and sign-in
• 4. Posting jobs
• 5. Accepting jobs and making offers
• 6. Payment, fees and payouts
• 7. Cancellations and strikes
• 8. Disputes
• 9. Passengers and no poaching
• 10. Ratings
• 11. Prohibited conduct
• 12. Pausing and closing accounts
• 13. Disclaimers and limits of liability
• 14. General terms and contact

1. Who we are

LimoFarmOut is a farm-out marketplace for the limousine and chauffeured transport industry. It is part of limousineworldwide.directory.

The service is operated by [Company legal name], [Address], Toronto, Ontario, Canada ("we", "us"). You can reach us at [support email].

These terms apply to everyone who uses the service. By creating an account, posting a job or accepting a job, you agree to these terms. If you use the service for a company, you confirm you may bind that company to these terms.

Drivers and operators must also accept the Driver / Operator Agreement. Our Privacy Policy explains how we handle personal data.

2. What the platform is, and is not

We provide a marketplace and the technology behind it. We connect "posters" who need a ride done with "drivers" who can do it.

• Posters are limo companies, dispatchers and drivers who post ride jobs.
• Drivers are drivers and operators who accept jobs or make offers on them.

We are only a technology platform. We are not a transportation carrier, limousine company, dispatcher, broker of record, travel agent or employer. We do not own, lease, operate or control any vehicle, we do not employ or supervise any driver, chauffeur or dispatcher, and we do not carry passengers or provide transportation services. We do not set the route, choose the vehicle or direct how a trip is driven.

Every contract for transportation is made between the users (the poster, the driver or operator, and their clients or passengers), not with us. We are not a party to that contract or to any arrangement between users.

The driver or operator who performs a trip is responsible for that trip. This includes the transport itself, all licences and permits, insurance, and compliance with local vehicle-for-hire rules.

The poster is responsible for its own relationship with its client.

We check certain driver documents before a driver can take jobs. That check relies on what the driver gives us. It does not make us responsible for how a driver performs a trip, it is not a background check, endorsement or guarantee, and we do not verify that documents stay valid after they are reviewed.

2A. You answer for what you tell us and others

You promise that everything you give us or other users is true, complete and up to date, including your identity, company, licences, permits, insurance, vehicle details, documents, job details, prices, passenger details and your authority to act for a company.

If a poster, operator, dispatcher, driver or chauffeur gives false, misleading, forged, expired or incomplete information, or hides something relevant, that person and the company they act for are solely responsible for the consequences, including any harm to passengers, other users or third parties. We are not responsible for relying on information a user gives us.

We may pause or close an account, hold or reverse payments and payouts, and report the matter to the authorities if we believe information is false.

3. Accounts and sign-in

• You must be of legal age to form a contract where you live, and you must give true and current information.
• We sign you in with a one-time link sent to your email. Keep your email account secure.
• You can see and revoke your active sessions.
• One account is for one person or one company. Do not share your account or let others use it.
• You are responsible for everything done through your account.
• You can delete your account in the app at any time. Some records are kept as the law requires, as explained in the Privacy Policy.

4. Posting jobs

Describe every job truthfully, including pickup time and place, vehicle type and passenger count.

Every job must be paid in full up front by card through Stripe. Drivers cannot see a job until it is paid. We do not offer credit.

You can price a job in these ways:

• Fixed price. You set the payout. A driver can accept it or send a counter-offer.
• Offers. Drivers send offers and you choose one.
• Rising price. The payout starts lower and rises over time up to a maximum you set. You pay the maximum up front. When a driver accepts, we refund the unused amount to you.

The final payout is the price agreed when the job is accepted. The app shows any amount that is charged or refunded because of a counter-offer or offer.

Only share passenger details the driver needs, and only if you have the right to share them.

5. Accepting jobs and making offers

Only drivers whose required documents are approved and current can accept jobs or make offers.

When a driver accepts a job, or a poster accepts a driver's offer, a booking is formed between the poster and the driver. We are not a party to that booking.

The driver must do the trip as described, on time, with a suitable, clean and legal vehicle. Driver duties are set out in the Driver / Operator Agreement.

6. Payment, fees and payouts

What the poster pays

• The driver payout for the job.
• A platform fee of 10% of the driver payout, with a minimum of $5.
• Any tax that applies to the platform fee.

The platform fee is charged to the poster. It is not taken from the driver payout.

How funds are held and released

We collect payment through Stripe and hold the driver payout until after the trip. The payout is released to the driver when either of these happens first:

• the poster confirms the trip was completed; or
• 24 hours pass after the trip is marked complete, and no dispute was opened in that time.

If a dispute is opened, the funds are frozen until the dispute is decided.

Driver payouts

Drivers are paid through Stripe Connect Express. Payout options and fees are set out in the Driver / Operator Agreement.

Off-platform payment

All payment for a job found on the platform must go through the platform. Do not ask for or accept cash, transfers or other payment outside the platform for a platform job.

We may change our fees. We will give notice before a change applies. Fee changes do not affect jobs already paid.

7. Cancellations and strikes

Poster cancels

• If the poster cancels before a driver accepts, the job amount is refunded in full.
• If the poster cancels after a driver accepts, but [24] or more hours before pickup, the job amount is refunded in full.
• If the poster cancels less than [24] hours before pickup (a "late cancellation"), the driver is paid [50]% of the driver payout. The rest of the job amount is refunded to the poster.
• If the driver is already at the pickup and the passenger does not show up, the job counts as a passenger no-show. The driver is paid the full payout.
• The platform fee is kept by us when a paid job is cancelled, unless we say otherwise. [Confirm.]

Driver gives a job back

If a driver gives back a job they accepted, the job goes back on the board and the driver receives a strike. After 3 strikes, the driver's account is paused. [Describe any appeal process for strikes.]

No-shows

If a driver does not show up, the poster should open a dispute. We may refund the poster and pause the driver's account.

8. Disputes

A dispute can be opened within 24 hours after a trip is marked complete. Opening a dispute freezes the funds for that job.

Both sides should give us the facts and any evidence. We may also review job records, chat history and trip location data.

We decide the dispute. We may pay the driver in full, refund the poster in full, or split the payment.

Our decision on where the held funds go is final on the platform. It does not stop either side from using their other legal rights against each other.

Card chargebacks are handled under Stripe and card network rules. Do not file a chargeback for a job that is in, or was decided by, our dispute process without contacting us first.

9. Passengers and no poaching

Passengers on a job are the poster's clients. They are not the driver's clients and not ours.

• Drivers must not solicit passengers, give them business cards or offer them future rides.
• Drivers must not contact passengers outside the job.
• Drivers must not take passengers directly, now or later.

Contact with passengers goes through our masked phone, SMS and WhatsApp relay. The relay works from acceptance until 30 minutes after the trip is completed.

We never market to farm-out passengers.

Breaking these rules is serious. We may remove the driver from the platform and share the facts with the poster.

10. Ratings

Posters can rate drivers from 1 to 5 stars, with reasons and a comment. Drivers can see the comments, but not who wrote them.

Ratings must be honest and based on the actual trip. Do not use ratings to threaten, insult or pressure anyone. Do not offer or ask for anything in return for a rating.

We may remove ratings or comments that break these rules.

11. Prohibited conduct

You must not:

• post fake jobs or jobs you do not intend to run;
• commit payment fraud, use stolen cards or file false chargebacks;
• collude with others to manipulate prices, offers, ratings or disputes;
• take or offer payment outside the platform for a platform job;
• harass, threaten or discriminate against anyone;
• drive without the required licences or insurance;
• share your account or use someone else's account;
• upload false or altered documents;
• scrape or misuse the platform or its data.

12. Pausing and closing accounts

We may pause or close an account if we reasonably believe the user broke these terms, put people at risk, or acted unlawfully. Our admins may also pause an account while we look into a problem.

An account is also paused automatically after 3 strikes. A driver cannot take new jobs if a required document has expired.

Where we can, we will tell you why and let you respond. Payouts for completed trips are still paid, unless under dispute or fraud review.

13. Disclaimers and limits of liability

No warranties. The service is provided "as is" and "as available". To the fullest extent the law allows, we disclaim all warranties and conditions, express or implied, including merchantability, fitness for a particular purpose, availability, accuracy and non-infringement. We do not promise that the service will be uninterrupted, error-free or secure, that any job will be accepted or completed, or that any user is who they say they are.

We are not the carrier. We are not responsible for any trip or for anything a driver, operator, poster, passenger or other user does or fails to do. This includes delays, no-shows, accidents, injury, death, damage, loss of property, fines, unpaid amounts between users, and breaches of law or licensing rules.

Cap on our liability. To the fullest extent the law allows, our total liability to you for all claims together, of any kind and under any legal theory, is limited to the platform fees you paid us in the 3 months before the event giving rise to the first claim, or CAD $100, whichever is less.

No indirect losses. We are not liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, business, clients, goodwill or data, even if we were told they were possible.

Time limit for claims. Because the service is offered for business purposes, you agree that any claim against us must be started in the courts named in section 14 within one (1) year after the day it was discovered, as permitted for business agreements under the Ontario Limitations Act, 2002. After that it is barred.

No claim for money or lost income. We do not promise any user any amount of work, jobs, income or earnings. To the fullest extent the law allows, you may not claim from us, and you waive any claim to, compensation, damages, lost or replacement income, lost wages, lost earnings, lost jobs or lost business for any reason, including: an account being paused, restricted or closed; a job being cancelled, reassigned, given back, not offered or not shown to you; a document being rejected or expiring; a rating; a dispute decision; the service being unavailable, slow or changed; a payment provider, bank or telephone provider failing; or a payout being held during a review. The only money we owe you is a payout you have earned for a completed trip under these terms, less any amounts we may deduct.

Release. Disputes about a trip, a payment or a passenger are between the users involved. To the fullest extent the law allows, you release us, our affiliates, directors, officers, employees and agents from all claims, demands and damages of every kind, known or unknown, arising from or connected with any dispute between you and another user, a passenger or a client, or with any trip.

Do not name us in claims between users. You agree not to name, join, add or otherwise involve us as a party, third party or respondent in any lawsuit, arbitration, complaint or other proceeding between you and another user, a passenger, a client, an insurer or any other person about a trip, a vehicle, a driver, a payment or anything a user did. Any such claim must be brought only against the user, operator or company responsible. If you, your company, your insurer or anyone claiming through you involves us anyway, you will indemnify us for all resulting costs, including legal fees on a full-indemnity basis, and we may seek dismissal or costs against you.

Your indemnity. You will defend, indemnify and hold harmless us, our affiliates, directors, officers, employees and agents against all claims, losses, damages, fines, penalties, costs and expenses, including legal fees on a full-indemnity basis, arising from your use of the service, your jobs or trips, your content, your dealings with other users or passengers, or your breach of these terms or of the law.

What cannot be limited. Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited. If a limit is not allowed, it applies to the greatest extent that is allowed.

14. General terms and contact

• Changes. We may change these terms, the service, our fees and our policies at any time. We will post the new date at the top and tell you about important changes. If you keep using the service after a change takes effect, you accept it. Fees for a job are the fees shown when that job was posted.
• Resolving a problem first. Before starting any claim, you will send us written notice at [support email] describing it and give us 30 days to resolve it in good faith.
• Governing law. These terms, and every dispute or claim arising from or relating to them, the service, any job, payment or payout, are governed exclusively by the laws of the Province of Ontario and the federal laws of Canada that apply there, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
• Where disputes are decided: Toronto, Ontario, Canada. You and we agree that the courts of the Province of Ontario sitting in the City of Toronto (the Ontario Superior Court of Justice at Toronto, or the Small Claims Court at Toronto for claims within its limit) have exclusive jurisdiction. You irrevocably submit to those courts, waive any objection to the venue, including that it is inconvenient, and agree not to start a claim anywhere else. This applies wherever in the world you live or the trip took place.
• No class or group claims. To the extent the law allows, every claim must be brought by you individually, not as a plaintiff or member of a class, collective or representative proceeding, and claims of different users may not be joined without our written consent.
• Our decisions on the platform. Our decisions on disputes between users, on releasing or refunding funds, and on pausing or closing accounts are made under these terms and are final for the purposes of the service, without limiting your right to go to the courts named above.
• Set-off. We may deduct from any payout or refund any amount you owe us, including fees, chargebacks, refunds we made because of your conduct, and penalties under these terms.
• Events beyond our control. We are not responsible for delay or failure caused by events beyond our reasonable control, including outages of payment, telephone, messaging or hosting providers, natural events, strikes, war, government action or internet failures.
• Independent parties. Nothing in these terms creates an employment, partnership, joint venture, franchise or agency relationship between you and us.
• Entire agreement. These terms, the Driver / Operator Agreement and the Privacy Policy are the entire agreement between you and us about the service and replace any earlier understanding. If they conflict, these terms prevail.
• No waiver. If we do not enforce a right, we have not given it up.
• Severability. If a court finds part of these terms invalid, that part is limited to the minimum extent needed and the rest stays in force.
• Transfer. We may assign or transfer these terms, in whole or in part, without your consent. You may not assign or transfer them without our written consent.
• Survival. Sections on payment, disputes, no poaching, disclaimers, liability, indemnity, governing law and jurisdiction continue after your account closes.
• Language and acceptance. These terms are written in English, which governs over any translation. You agree they are accepted electronically by creating an account or using the service. The parties have required that these terms and related documents be drawn up in English. Les parties ont exigé que ces conditions et les documents connexes soient rédigés en anglais.

Questions? Contact [Company legal name], [Address], Toronto, Ontario, Canada, [support email].