Hopp Business Referral Program Terms and Conditions

These Terms and Conditions apply to the Ambassador promoting Hopp Business to potential Customers and referring such Customers to Hopp for a referral commission.

1. Definitions

1.1. Hopp – Bolt Services CA Inc., an Ontario corporation registered under the laws of Ontario, Canada with Ontario corporation number 1000767984, operating under the trading name HOPP;

1.2. Ambassador – the party, other than Hopp, entering into this Agreement and participating in the Referral Program;

1.3. Hopp Business – a service for a Customer for administration of and payment for the use of Hopp Services by end users. The terms applicable to the usage of Hopp Business are available at gethopp.com/en-ca/legal/ as applicable in the relevant territory, and as may be amended from time to time.

1.4. Hopp Services - online platform services operated by Hopp, or its affiliates or partners (Hopp platform) along with passenger transportation and vehicle rental services made available via Hopp platform as are provided in accordance with the terms applicable to the usage of Hopp Services (the Terms of Service). All Terms of Service are available at gethopp.com/en-ca/legal/ as applicable in the relevant territory, and as may be amended from time to time.

1.5. Customer - a company or other person using Hopp Business acting in its commercial and/or professional capacity only;

1.6. Hopp Marketing Materials – marketing materials developed by Hopp for the benefit of Hopp which are used to market and promote Hopp Business, including Hopp Marks and other intellectual property of Hopp;

1.7. Hopp Marks – the word Hopp, the Hopp logo, and any word, slogan, logo, or other sign that indicates the source or origin of any of Hopp products and services.

1.8. Agreement – this agreement between Ambassador and Hopp which consists of these Terms and Conditions. Please see further definitions embedded in the Agreement text in bold.

2. Rules of the Referral Program

2.1. Ambassador shall

2.1.1. promote Hopp Business to potential Customers and introduce potential Customers to Hopp, which may include sharing a referral link with such potential Customers;

2.1.2. assist Hopp in following up with potential Customers to answer questions after an initial sales meeting;

2.1.3. to the extent reasonably requested by Hopp, assist during the negotiation process with potential Customers entering into a Hopp Business agreement;

2.1.4. perform its obligations in a manner that reflects favourably at all times on Hopp Business and the reputation of Hopp;

2.1.5. not to use Hopp Marketing Materials, except as authorised in this Agreement;

2.1.6. perform its obligations under this Agreement in accordance with all applicable laws and regulations, including without limitation, privacy and anti-spam laws;

2.1.7. avoid deceptive, misleading (e.g Hopp being a transportation service provider as such), or unethical representations or practices that are or might be detrimental to Hopp or Hopp Business;

2.1.8. not bid on any keywords or phrases that include any Hopp Marks either in pay-per-click (PPC) or cost-per-acquisition (CPA) campaigns;

2.1.9. not create any domains, subdomains, or URLs using Hopp Marks;

2.1.10. not represent or distribute any products or services that compete, directly or indirectly, with Hopp Business.

2.2. Hopp shall provide Ambassador with a URL generated by a third party provider for managing and tracking this Referral Program (the Program Platform Provider). Ambassador must register with the Program Platform Provider and accept its terms of service in order to become an Ambassador and receive benefits. The Program Platform Provider shall provide Ambassador with a referral link to share with potential Customers. The Program Platform Provider shall track Customer subscriptions to Hopp Business via cookies placed on Customer’s browser upon clicking on the referral link (the Subscription). These cookies have a referral period of 90 days, or such other period as may be determined in the sole discretion of Hopp, (the Referral Period). Should a referral link be clicked more than once by a potential Customer, the Referral Period will reset with each click. Ambassador shall only receive payments, per Section 3, for referrals tracked via a Program Platform Provider referral link that result in a Subscription during the Referral Period. It is the Ambassador's responsibility to ensure that cookie use relating to this section of the Agreement complies with applicable laws.

2.3. Subject to Ambassador's compliance with this Agreement, Customer is granted a royalty free, revocable, non-exclusive licence, without right to sublicense; to market, promote, display, and demonstrate Hopp Business and use Hopp Marketing Materials solely for the purpose of promoting Hopp Business to potential Customers in accordance with and throughout the term of this Agreement. Hopp grants no rights under this Agreement to Ambassador to resell, or otherwise distribute or provide Hopp Business to Customers or other third parties.

2.4. Any use of Hopp Marketing Materials by the Ambassador shall conform to all instructions provided by Hopp from time to time. Ambassador shall not:

2.4.1. alter, modify, adapt, translate, or create derivative works from the whole or any part of Hopp Business or Hopp Marketing Materials;

2.4.2. permit the whole or any part of Hopp Business to be merged, combined with, or otherwise incorporated into any other product; or

2.4.3. copy, reverse engineer, disassemble, or otherwise attempt to derive the source code for Hopp Business or any part thereof.

2.5. Ambassador shall notify Hopp promptly of any misuse of Hopp Business or Hopp Marketing Materials of which it becomes aware, and will cooperate with Hopp, where reasonably necessary, to protect Hopp against such misuse.

3. Payments and refunds

3.1. Hopp shall directly charge Customer the fees for Hopp Business and Hopp Services.

3.2. Ambassador earns an agreed fee per Subscription upon Customer’s use of Hopp Services (i.e. at least one ride taken) (the Ambassador Commission).

3.3. Ambassador Commission shall be calculated and made by Hopp 60 days from the date on which the Customer begins a Subscription based on invoice issued by the Program Platform Provider. If the fee for Hopp Services cannot be finally collected from the Customer (including e.g. any refund) or if it cancels their Subscription within the first 60 days, no Ambassador Commission shall be awarded.

3.4. Hopp shall make all Ambassador Commission payments to the Program Platform Provider who shall forward it to the Ambassador as agreed separately between the Ambassador and the Program Platform Provider. Hopp’s respective payment obligation is deemed fulfilled after making the payment to the Program Platform Provider.

3.5. Except as expressly set forth herein, each party shall be responsible for any and all costs, taxes and expenses incurred by such party in connection with its performance under the Agreement.

3.6. Ambassador may have the option of selecting a local currency by which to receive an Ambassador Commission. Available currency options and distribution thereof are managed entirely by Program Platform Provider. Hopp disclaims all liability in this regard, including but not limited to, fluctuations in exchange rates.

4. Personal data processing

4.1. Hopp and Ambassador shall remain separate data controllers regarding any personal data processed under this Agreement. Hopp and Ambassador shall thereby:

4.1.1. adhere to their respective obligations under all applicable data protection laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and any substantially similar provincial legislation, as applicable in Canada, and ensure the implementation of appropriate technical and organisational measures for data protection. Hopp processes personal data as described in Hopp’s Privacy Policies. All available at https://gethopp.com/en-ca/privacy/ as applicable in the relevant territory, and as may be amended from time to time;

4.1.2. inform each other without undue delay about any data processing incidents or breaches related to performing this Agreement;

4.1.3. reasonably assist each other in responding to the requests of data subjects and authorized public authorities.

5. Confidentiality

5.1. Parties shall keep confidential any business, technical or financial information, including the terms and conditions of this Agreement, received from the other party in connection with this Agreement (Confidential Information), unless:

5.1.1. the disclosing party permits in writing the requested disclosure of particular Confidential Information;

5.1.2. such Confidential Information is already public or becomes publicly available without the breach of this clause 5;

5.1.3. the receiving party shall use Confidential Information solely for the purposes permitted under the Agreement;

5.1.4. disclosure of Confidential Information is required by applicable mandatory law; or

5.1.5. the receiving party receives an administrative or judicial order, or any other similar request for disclosure of any Confidential Information, if the receiving party provided the disclosing party written notice of such request allowing the disclosing party to assert any available defences to disclosure.

5.2. The receiving party shall protect the disclosing party’s Confidential Information in the same manner as it protects the confidentiality of its own proprietary and confidential information, but in no event using less than a reasonable standard of care.

6. Liability. Indemnification

6.1. Hopp Business, Hopp Services and Hopp Marketing Materials are provided on an "as is" and “as available” basis. Hopp does not guarantee that access shall be uninterrupted or error free. In case of any faults in the software, Hopp shall use its reasonable endeavours to correct them as soon as possible. To the maximum extent permitted by applicable law, and except as expressly set out in this Agreement, Hopp disclaims all representations, warranties and conditions, express or implied, including all warranties of merchantable quality and fitness for a particular purpose.

6.2. Hopp does not guarantee that the Referral Program and the platform provided by the Program Platform Provider to facilitate the Referral Program will be accessible, operational and error free.

6.3. The total aggregate liability of Hopp for all the claims arising under or in connection with the Agreement during the period of one calendar year, whether in contract, tort, or otherwise shall be limited to the Ambassador Commission amounts paid under the Agreement in the 3 month period prior to the date the first claim arose.

6.4. Other than (i) Ambassador’s obligations under clause 2, 4 and 5 of the Agreement, and (ii) Hopp’s obligations under clause 3 of the Agreement, neither party shall be liable whether in tort, contract, or otherwise for:

6.4.1. loss of data;

6.4.2. loss of business or profits;

6.4.3. any pure economic, special, indirect, or consequential loss, costs, damages, charges or expenses;

6.4.4. any costs, losses or damages caused due to inaccurate or incomplete data provided by Customer; nor for

6.4.5. the actions, errors or omissions of any third party providing its services via Hopp platform (e.g. driver, courier).

6.5. Force majeure. Non-performance of either party under the Agreement shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, earthquakes, governmental acts or orders or restrictions, failure of suppliers, or contractors, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence or wilful misconduct of the non-performing party.

6.6. The limitations of liability set out in this clause shall apply to the maximum extent permitted by law.

6.7. Hopp hereby agrees to defend, indemnify, and hold harmless Ambassador and its officers, directors, shareholders, employees, and consultants (the Ambassador Indemnified Parties) from any and all damages finally awarded by a court of competent jurisdiction without appeal or settlement amount that may be incurred by Ambassador Indemnified Parties as a result of any third party claim that Hopp Marketing Material as used in accordance with the terms of this Agreement violated the rights of said third party, provided that (i) Ambassador notifies Hopp promptly in writing of the claim; (ii) Hopp has sole control of the defence and all related settlement negotiations; (iii) Ambassador provides Hopp with all reasonable assistance, information, and authority to defend and/or settle the claim; and (iv) Ambassador has not breached any term of the Agreement. Notwithstanding the foregoing, the Ambassador may participate in the defence and any settlement discussions, and will have the right to approve any settlement agreement which would bind the Ambassador.

6.8. Ambassador hereby agrees to indemnify, defend, and hold harmless Hopp and its officers, directors, shareholders, employees, and consultants (the Hopp Indemnified Parties) from any and all liability, loss, damages, costs, and fees (including e.g. attorneys’ fees) that may be incurred by Hopp Indemnified Parties as a result of any claim arising from or related to (i) Ambassador’s breach of any of its obligations set forth in this Agreement; (ii) Ambassador’s negligence or willful misconduct; or (iii) Ambassador’s violation of any third party intellectual property right. Hopp may participate in the defence and any settlement discussions, and will have the right to approve any settlement agreement binding to Hopp.

7. Term and termination

7.1. The Agreement is deemed concluded upon Hopp accepting Ambassador's subscription to Hopp’s Referral Program and Customer accepting these Terms and Conditions, and remains in effect until terminated in accordance with the provisions of the Agreement.

7.2. A party may terminate the Agreement at any time and for any reason by notifying the other party at least 7 days in advance.

7.3. A party is entitled to terminate the Agreement without prior notice but by providing relevant reasoning in cases where the other party materially breaches the Agreement, any applicable laws or regulations, or harms the other party’s brand, reputation or business.

7.4. All outstanding payment obligations, as well as obligations arising out of liability, indemnification and confidentiality provisions of this Agreement shall survive the termination of this Agreement. Confidentiality provisions shall terminate in 5 years from the end of the Agreement.

7.5. Ambassador’s access to the Referral Program may be blocked for a period of investigation, if a material infringement of the Agreement or fraudulent activity associated with Ambassador’s participation in the Referral Program is suspected.

7.6. Upon termination or expiration of this Agreement, Ambassador will immediately return, or (at Hopp’s request) destroy, all Hopp Marketing Materials and Confidential Information in its possession or control, and, upon Hopp’s request, a representative of Ambassador will certify to Hopp in writing that Ambassador has done so.

8. Final provisions

8.1. Any notice or document under the Agreement shall be sufficiently given:

8.1.1. if delivered personally, at the time of delivery to the party;

8.1.2. if delivered by courier, on the date stated by the courier as being the date on which the envelope containing the notice was delivered to the party;

8.1.3. if sent by registered mail, on the 10th day after handing the document over to the post office for delivery to the party;

8.1.4. if provided in the Program Platform, or if sent by email, on the 2nd day following the dispatch of the message. to the contacts provided by each party to the Program Platform Provider.

8.2. Hopp reserves the right to make changes to these Terms and Conditions at any time. Such changes shall take effect after they have been notified to the Ambassador within a reasonable period of time prior to the changes taking effect. Continued participation in the Referral Program after changes have taken effect shall constitute Ambassador’s consent to such changes.

8.3. Hopp reserves the right to add, remove and update features and functionality of Hopp Business, Hopp application, any Hopp API; or other Hopp platform or service offering at any time including but not limited to pricing, payment methods and requirements for the use of Hopp Services.

8.4. This Agreement and the rights and obligations thereunder may not be assigned or transferred to third parties by the Ambassador, in whole or in part, without the prior written consent of Hopp. Agreement may be assigned and transferred by Hopp, in whole or in part, in Hopp’s sole discretion provided that the assignee is not a direct competitor of the Ambassador and has assumed the obligations under the Agreement.

8.5. The Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior communications, drafts, agreements, representations, warranties, stipulations and undertakings of whatsoever nature, whether oral or written between the parties.

8.6. Any right or obligation of either party under the mandatory applicable law shall overrule any conflicting term under the Agreement to the minimal extent required.

8.7. Governing law and jurisdiction. The Agreement will be exclusively governed by, construed and enforced in accordance with the laws of the province of Ontario, or, if you reside in the province of Quebec, the laws of the province of Quebec, including in either instance the federal laws of Canada applicable therein, without regard to conflict of law principles. If any dispute resulting from the Agreement (including these General Terms) cannot be settled by negotiations, then the dispute shall be solved before the courts of Toronto (Canada), unless you reside in the province of Quebec, in which case the dispute shall be solved before the courts of the judicial district in which you reside in Quebec.