Welcome to Axu! These Terms and Conditions ("Terms") govern your use of the Axu platform, including our mobile applications and websites (collectively, the "Axu Platform"), which connects independent providers of transportation and/or delivery services ("Partners") with individuals or businesses seeking those services ("Users").

These Terms form a legally binding agreement between you and Axu Technologies Inc., a corporation registered in Ontario, Canada ("Axu," "we," "us," "or "our"). PLEASE READ THESE TERMS CAREFULLY.

1. The Axu Platform

The Axu Platform is a digital marketplace that enables you, as a Partner, to receive and fulfill on-demand requests for transportation (as a "Driver") or delivery services (as a "Delivery Partner"). You acknowledge that Axu does not provide transportation or delivery services and does not function as a transportation or logistics carrier. All such services are provided by you as an independent, third-party contractor.

2. Your Relationship with Axu

You expressly agree that you are an independent contractor and not an employee, agent, joint venturer, or partner of Axu. You have no authority to bind Axu, and you will not hold yourself out as an employee, agent, or authorized representative of Axu. You are responsible for all taxes, employment insurance, and Canada Pension Plan contributions arising from your use of the Axu Platform.

3. Partner Obligations

3.1. General Requirements

To use the Axu Platform as a Partner, you must:

• Be of the legal age to operate a motor vehicle and provide for-hire services in your province or territory.
• Hold a valid Canadian driver's license for the class of vehicle you operate.
• Submit to and pass periodic background checks, including criminal and driving record checks, as permitted by applicable law.
• Provide accurate, current, and complete information during the registration process and keep it updated.

3.2. Vehicle Requirements

Your vehicle must meet the then-current Axu standards for your city and service type. It must be properly registered, maintained in good operating condition, and meet all applicable safety standards required by law in your jurisdiction.

3.3. Insurance

You agree to maintain, at your own expense, all legally required insurance for operating your vehicle and providing for-hire transportation or delivery services. This includes, but is not limited to, a valid policy of automobile liability insurance with coverage limits that meet or exceed the minimum requirements set by the laws of your province or territory for transportation network companies (TNCs) or similar services. You must provide proof of this insurance to Axu upon request.

4. Financial Terms

4.1. Fares and Payments

You are entitled to a "Fare" for each completed ride or delivery, calculated based on factors such as base fare, distance, and time. Axu, on your behalf, will collect these Fares from Users.

4.2. Service Fee

In exchange for your use of the Axu Platform, you agree to pay Axu a "Service Fee" for each transaction. The applicable Service Fee will be a percentage of the Fare and will be communicated to you in your Partner dashboard or via email. This fee may be changed from time to time at Axu's discretion.

4.3. Payouts

Axu will remit your earnings (Fares minus the Service Fee and any other applicable deductions) to your designated bank account on a regular payment schedule, as detailed in your Partner dashboard.

5. Privacy

Our collection and use of personal information in connection with the Axu Platform is described in our Privacy Policy. By using the Axu Platform, you agree to the collection, use, and disclosure of your personal information as described therein, consistent with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation.

6. Disclaimers and Limitation of Liability

6.1. Disclaimer

THE AXU PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." AXU DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

6.2. Limitation of Liability

AXU SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE AXU PLATFORM, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF AXU, EVEN IF AXU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Indemnification

You agree to indemnify and hold Axu and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including legal fees) arising out of or in connection with: (i) your use of the Axu Platform or services or goods obtained through your use of the Axu Platform; (ii) your breach or violation of any of these Terms; (iii) Axu's use of your User Content; or (iv) your violation of the rights of any third party, including other Partners or Users.

8. Governing Law and Dispute Resolution

These Terms shall be exclusively governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any dispute, claim, or controversy arising out of or relating to these Terms will be settled by binding arbitration in accordance with the Arbitration Act, 1991 (Ontario), and the arbitration shall take place in Toronto, Ontario, unless otherwise agreed by the parties.

9. Modifications to Terms

Axu may amend these Terms from time to time. Amendments will be effective upon Axu's posting of such updated Terms at this location. Your continued access or use of the Axu Platform after such posting constitutes your consent to be bound by the Terms, as amended.