Terms and Conditions

Conditions of Use

1. CONDITIONS OF USE

(a) These Conditions of Use (“Conditions”), including any other terms or policies referenced herein, apply to all services (“Services”) provided by Flok Technologies Inc., a company registered in Canada, whose registered office is at 301 – 141 Water St, Vancouver BC, V6B 1A7, and any of its partners or group or associated companies (collectively, “Flok”).

(b) The Services include any service provided to any user (“User”, “you”, or “your”) by www.weflok.com and any other website or related mobile or other applications edited, maintained or operated by Flok alone or with others which offers similar services to any User including any microsites or sub-sites offered through any such website or application (collectively, the “Site”).

(c) The Services include a ridesharing connection service whereby Users, including both drivers (“Drivers”) and passengers (“Passengers”), can connect with other Users and arrange ridesharing agreements (“Ridesharing”) with each other.

(d) YOU UNDERSTAND AND AGREE THAT: (a) FLOK IS NOT A PARTY TO ANY RIDESHARING ENTERED INTO BETWEEN DRIVERS AND PASSENGERS; (b) THE RELATIONSHIP BETWEEN EACH AND EVERY USER (INCLUDING YOU) AND FLOK IS LIMITED TO BEING A USER AND AN INDEPENDENT, THIRD-PARTY CONTRACTOR, AND NOT AN EMPLOYEE, AGENT, JOINT VENTURER OR PARTNER OF FLOK FOR ANY REASON, AND EACH USER ACTS EXCLUSIVELY ON HIS/HER OWN BEHALF AND FOR HIS/HER OWN BENEFIT, AND NOT ON BEHALF OF OR FOR THE BENEFIT OF FLOK; (c) FLOK IS NOT A TRANSPORTATION SERVICE PROVIDER, TRANSPORTATION CARRIER, AGENT OR INSURER; (d) FLOK HAS NO CONTROL OVER THE CONDUCT OF DRIVERS, PASSENGERS, AND OTHER USERS OF THE SITE, SERVICES OR ANY RIDESHARES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW; (e) BY ACCESSING OR USING THE SITE OR SERVICES YOU INDICATE THAT YOU HAVE READ, AND UNDERSTAND AND AGREE TO BE BOUND BY THESE CONDITIONS AND RECEIVE THE SERVICES, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU DO NOT AGREE TO THESE TERMS, OR ANY PART THEREOF, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE OR SERVICES.

(e) Flok reserves the right, in its sole discretion, to withdraw your account (“User Account”) and suspend, restrict or withdraw any or all Services to you (including removing or blocking you from the Site or application), or generally cease offering or deny access to the Services or any portion thereof, at any time, for any reason, without notice. Such withdrawal or suspension may occur as a result of a your breach of any of these Conditions or otherwise.

(f) The Services may include ancillary services (the “Additional Services”) related to trip cancellation and enabling of payment processing (via a third party payment processor such as Stripe Inc.). If offered, payment processing services for Users on the Site are provided by Stripe Inc. (“Stripe”) and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Conditions or continuing to operate as a User on the Site, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Flok enabling payment processing services through Stripe, you agree to provide Flok accurate and complete information about yourself, and you authorize Flok to share it and transaction information related to your use of the payment processing services provided by Stripe.

2. Variation of the Conditions, the Site and Services

(a) Flok reserves the right to modify the Conditions at any time. In addition, Flok may vary or amend the Services, the Site functionality, the provider of its third-party payment processing services, and/ or the “look and feel” of the Site at any time without notice and without liability to you. Flok may also add new Services (which may require payment) or withdraw Services.

(b) Any modification to the Site, Services or Conditions will take effect as soon as such changes are published on the Site.

(c) You will be deemed to have accepted any varied Conditions in the event that you use any Services, following publication of the varied Conditions. Changes will not apply to any Bookings which have been made prior to publication of the modified Conditions.

3. CONTENT RIGHTS & GRANT OF LICENSE

(a) Flok (and Flok’s licensors) own all legal right, title and interest (including all copyright and other intellectual property rights) in and to the Services, including, without limitation, all software comprising the Site and all materials displayed or performed on the Site or in the Services, including, but not limited to, text, graphics, articles, photographs, images, illustrations (together, the “Content”).

(b) Subject to your agreement and compliance with these Conditions, Flok grants you a non-exclusive, non-transferable, non-sublicenseable and revocable limited licence to access and use the Site and Services and to access and use any Content, information, and materials that may be made available through the Services, solely for your personal, noncommercial purposes.

(c) You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, hardware, personal devices, server, software, operating system, networking, wifi, data, web servers and web services (collectively, the "Equipment"). Your mobile network’s data and messaging rates and fees may apply if you access and use the Services and any updates thereto. Flok does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. You are responsible for ensuring that such Equipment and services are compatible with the Services and comply with all configurations and specifications set forth in Flok’s published policies then in effect. You are also responsible for maintaining the security of the Equipment, your User Account, ancillary services, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your User Account, the Services or the Equipment made with or without your knowledge or consent.

(d) You shall not:

(i) collect, harvest or post anyone’s private information, including personally identifiable information of any kind through the Services;

(ii) use the Services in a manner that infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party;

(iii) use the Services or conduct any Rideshares or Trips, intentionally or unintentionally, in violation of any applicable law or regulation (including driver and vehicle licensing and insurance requirements) or for any unlawful purpose;

(iv) use, reuse, repost, distribute, or provide access to others to, copy, modify, transmit, or otherwise exploit the Services and related information for any commercial purpose or for public use, except as expressly permitted by Flok;

(v) attempt to gain access to the Services, User Accounts registered to others or to the computers, servers, or networks connected to the Services by any means other than the user interface provided by Flok and through your User Account, including but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device, server or software that is part of the Services;

(vi) interfere or attempt to interfere with the proper functioning of the Services or connect to or use the Services in any way not expressly permitted by these Conditions; or

(vii) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Services, or to obtain any information from the Services using any method not expressly permitted by Flok.

4. Use of the Services

4.1 User Accounts, Information and Privacy Policy

(a) In order to utilize certain portions of the Services you must create a User Account and provide any personal information requested by Flok, including first name, last name, age, title, valid telephone number and email address. Flok’s collection and use of your personal information regarding the Site or Services is governed by Flok’s Privacy Policy.

(b) Use of the Site and Services is limited to those over the age of 18 at the time of registration. You may not authorize third parties, including persons under the age of 18, to use your User Account. Drivers may not allow persons under the age of 18 to receive their transportation services.

(c) You agree and accept that all of the information you provide to Flok when setting up your User Account and at any other time will be true, complete and accurate in all respects. You also agree that any information supplied to Flok or posted on the Site in connection with any Booking, Trip, Vehicle or Ridesharing will be true accurate and complete and, if the Additional Services are offered, may be shared with Stripe in accordance with Section 1(f).

(d) Flok will not be liable to you in the event that any information you or any other User provides is incomplete, inaccurate, misleading or fraudulent.

(e) Unless expressly agreed by Flok, you are limited to one User Account. No User Account may be created on behalf of or in order to impersonate another person. You also may not assign or otherwise transfer your User Account to any other person or entity.

(f) Users may be reviewed by other Users with whom they have Booked a Rideshare.

4.2 Posting and Booking a Rideshare

(a) The Driver posts details of his or her trip (“Trip”) on the Site, specifying date and time for departure and destination points, the number of available seats (each, a “Seat”) in the Driver’s vehicle (“Vehicle”) the amount of the estimated cost contribution (“Cost Contribution”) per Seat, and all other relevant travel conditions.

(b) The Cost Contribution and Total Cost Contribution will vary depending on the number of Seats ultimately Booked for the Trip. If more Seats are Booked, the Cost Contribution and Total Fees per Seat will decrease, but the aggregate amount collected by the Driver will increase; if less Seats are Booked, the Cost Contribution and Total Fees will increase per Seat, but the aggregate amount collected by the Driver will decrease.

(c) Passengers will see the Trip information and the Total Cost Contribution based on the current number of Seats Booked for such Trip, and the possible range of the Total Cost Contribution (“Contribution Range”) based on the total number of Seats in the Vehicle.

(d) When a Passenger Books a Seat, such Passenger agrees to pay any amount within the Contribution Range (subject to the cancellation provisions).

(e) The Passenger books (“Books”) a Seat for a Trip with the Driver by entering their credit card (“Credit Card”) information (if the Services include the Additional Services) and/or clicking the “BOOK NOW” button.

(f) An email confirmation is sent to each of the Driver and the Passenger confirming a booking (“Booking”), upon which: (i) the Booking is a complete and separate binding agreement for Ridesharing between the Driver and Passenger; and, (ii) if the cancellation services are offered, the Driver and the Passenger shall be bound by the cancellation provisions.

(g) The Driver may remove a Passenger or Passengers from a Trip prior to departure or cancel the Trip altogether. To do so, the Driver must contact Flok customer service within 24 hours of any such Passenger or Passengers Booking such Trip. If the Additional Services are offered, the cancellation provisions will apply.

(h) The Booking is personal to the Driver and the Passenger. The identity of the Driver and the Passenger must match the identity provided by each of them to Flok, and each Passenger and Driver agrees to confirm the other party’s identification prior to commencing the Trip. A User shall be entitled to cancel a Trip if the identity of the other party does not match what has been provided by that party, as appearing on the Site. If a User’s identity does not match such User’s identity provided to Flok, such User will be deemed to have cancelled the Trip pursuant to the applicable sub-section of 4.5(b), and the Total Cost Contribution or Net Cost Contribution will be refunded or allocated, as applicable, if the other party contacts Flok customer service within one hour of such deemed cancellation.

4.3 Cost Contribution, Booking Fees, Payment

(a) The Cost Contribution is determined by the Driver and is intended to be a reimbursement to the Driver, rather than a profit as prohibited hereunder.

(b) If the Services do not include the Additional Services, the Passenger will pay the Cost Contribution to the Driver in cash at the conclusion of the Trip.

(i) Flok may collect additional fees (the “Booking Fees”) from both Passengers (the “Passenger Booking Fee”) and Drivers (the “Driver Booking Fee”) pursuant to these Conditions in respect of each Seat.

(ii) The Passenger Booking Fee will be added to the Cost Contribution payable by a Passenger and such aggregate value (“Total Cost Contribution”) will be displayed on the Site.

(iii) The Driver Booking Fee will be deducted from the Cost Contribution paid to the Driver, and the Driver will be paid such net amount (“Net Cost Contribution”).

(iv) Subject to the cancellation provisions, 24 hours prior to the Trip, the Credit Card will be pre-authorized with the Total Cost Contribution (based on the current number of Seats Booked for the Trip). One hour after the scheduled start time of the Trip, the Credit Card will be charged with the Total Cost Contribution amount (based on the number of Seats Booked for the Trip at the commencement of the Trip).

(d) Sales tax is applicable on Booking Fees and payable by the User based on the tax applicable in the jurisdiction from where the transaction occurs (the “Destination”). Regarding cross-border trips, please note that the applicable tax rate depends on the departure point or the arrival point of the Trip.

4.4 Payment Service

(a) If the Additional Services are offered, you agree that payment processing services will be provided by Stripe, pursuant to Section 1(f). As a Passenger, you agree that the applicable Cost Contribution, Total Cost Contribution, Booking Fees and/or sales tax will be processed by Stripe through the Site and charged to the Credit Card. Flok will automatically transmit you tokenized Credit Card and payment information to Stripe. Through this process, this information may be provided to financial institutions, processors, payment card associations, and other entities that are part of the payment or transfer process including Stripe, and you payment information may be transferred, processed and stored outside Canada or the United States on servers in Canada, the United States, or other countries, and may be subject to disclosure as required by applicable law. As a Driver, you agree that payments due to you will be processed by Stripe through the Site and deposited to the bank account linked to your User Account. Please see the Stripe Privacy Policy for additional information on how Stripe handles information: https://stripe.com/ca/privacy (Canada).

(b) Flok shall not be liable to the Driver for any loss resulting in the failure to pay the Driver if for any reason whatsoever, any payments payable by the Passenger are not received by the Driver or are required to be returned to the Passenger, such as in the event of insufficient funds, fraudulent use of the Credit Card, the card company or bank of the Passenger failing to process correctly the payment or a failure on Flok’s side to take or make a payment when it is outside Flok’s reasonable control. The Driver undertakes to return to Flok on demand any amount received in such circumstances.

4.5 Cancellation Service

(a) If the Additional Services are offered, Flok may provide a cancellation service to assist in reducing the risks of a cancellation of a Trip or non-payment of the Cost Contribution. However, nothing in these Conditions shall impose on Flok any liability to any Users for the occurrence of any of those risks other than withholding or paying the Net Cost Contribution as set out below. The cancellation service may:

(i) entitle a Driver to receive the Net Cost Contribution in the event of a late cancellation by a Passenger if the conditions set out below are met; or

(ii) ensure that the Net Cost Contribution is received by the Driver only when the Rideshare has been performed by the Driver if the conditions set out below are met.

(b) The Driver and the Passenger agree to the following conditions relating to the payment of any refund to the Passenger or compensation to the Driver (whether in full or in part) relating to the cancellation of a Trip after the Booking Confirmation:

(i) Where the cancellation of a Trip is caused or deemed to have been caused by the Driver under these Conditions, the Passenger shall be entitled to a full refund of any fees paid by the Passenger including the Passenger Booking Fee.

(ii) Where the cancellation of a Trip is caused or deemed to have been caused by the Passenger under these Conditions (but without prejudice to the other provisions set out in these Conditions):

i. If the Passenger cancels on the Site more than 24 hours before the agreed departure time, the Passenger shall be entitled to a full refund of any fees paid by the Passenger including the Passenger Booking Fee. As the result, the Driver shall not be entitled to any compensation.

ii. If the Passenger cancels on the Site less than 24 hours before the agreed departure time or if the Passenger does not present himself or herself at the pick-up point within 30 minutes of the agreed departure time, the Driver shall be entitled to receive the Net Cost Contribution. As a result, the Passenger shall be charged with the Total Cost Contribution and shall not be entitled to any refund.

(c) Any Seats that become available following a cancellation by a Passenger under these Conditions shall automatically become available to other Passengers for online Booking on the Site and therefore subject to these Conditions.

(d) An email will be sent to the Driver or Passenger(s), as applicable, upon cancellation of a Trip or Booking by a User. Other than the foregoing, Flok will not contact either party and will take no steps whatsoever to manage the Booking. Ridesharing is managed between the Driver and Passengers that are parties to each Rideshare.

(e) Flok reserves the right not to offer the cancellation service to a Trip at its sole discretion.

(f) Flok reserves the right to limit the number and / or class of Users eligible to the cancellation service for any Trip.

(g) If you cancel a Trip or a Booking through the Site before the scheduled departure time, you will not receive reviews by the other party(ies) to such Rideshare. If you do not show up and do not cancel through the Site, you may still receive reviews by the other party(ies) to such Rideshare.

4.6 No Commercial Activity

(a) The Site and the Services are strictly limited to providing a Ridesharing connection service in a private capacity. The Site and the Services may not be used to connect Drivers and Passengers to car share, offer or accept Ridesharing for profit or in any commercial or professional context.

(b) Drivers must not profit from any trip. The Services and the Cost Contribution may only be used to discharge the Driver’s costs and may not be used to generate any profit for the Driver. The Driver is not entitled to make profit by virtue of the amount of the Cost Contribution, the types of Trips offered by a Driver, the frequency of such Trips or the number of Passengers transported. This applies to all activities, arrangements and Services booked using the Site and any additional services or activities which may be agreed between Driver and Passenger. More information regarding the cost of transportation is available here.

(c) YOU ARE REMINDED THAT RIDESHARING IN A COMMERCIAL OR PROFESSIONAL CAPACITY MAY INVALIDATE THE LICENSING OR INSURANCE OF A DRIVER OR VEHICLE. Flok’s liability is limited in accordance with these Conditions and in particular Flok is not liable in respect of any breach of any Rideshare, agreement or arrangement between Users or breach by a User of these Conditions including where any Driver (in breach of these Conditions) offers a Trip through the Site in a professional or commercial capacity (thereby potentially invalidating their insurance). It is up to Users to be vigilant in ensuring that Ridesharing is not provided on a commercial basis.

5. COMMUNICATIONS

(a) You expressly consent and agree to accept and receive communications from Flok, including via e-mail, text message, calls, and push notifications to the cellular telephone number provided. By consenting to being contacted by Flok, you understand and agree that you may receive communications generated by automated systems with prerecorded messages sent by or on behalf of Flok and/or Drivers. You acknowledge that you are not required to consent to receive promotional messages as a condition of using the Services. IF YOU WISH TO OPT-OUT OF SUCH PROMOTIONAL COMMUNICATIONS, YOU MAY OPT-OUT BY FOLLOWING THE UNSUBSCRIBE OPTIONS PROVIDED TO YOU. You acknowledge that opting out of receiving any of the communications listed above may impact your use of the Services. You may not opt out of receiving e-mails regarding the Ridesharing you have entered into. Standard text messaging charges applied by your cell phone carrier will apply to text messages sent by Flok.

(b) In order to increase trustworthiness, prevent typos and wrong numbers, you must verify your mobile number by providing Flok with your mobile phone number, after which you will receive an SMS with a 4-digit code which can be validated on the Site.

6. International Trips and International Bookings

(a) Bookings may be made through the Site for international Trips (“International Trips”). An International Trip means any Trip which includes any travel between the US and Canada, or outside of these two countries. Drivers and Passengers must comply with all applicable laws and regulations (including driver and vehicle licensing and insurance requirements and entry requirements). Drivers must ensure that their insurance covers travel outside of the country of their insurer and that their vehicle is compliant with all relevant rules and restrictions applicable for the duration of the International Trip.

7. DISCLAIMERS

(a) You expressly agree that use of the Services is at your sole risk and is provided on an "as is, as available" basis without representations, warranties or conditions of any kind, either express or implied, including, but not limited to, any condition of durability, warranties of title or implied warranties of non-infringement, merchantability, merchantable quality or fitness for a particular purpose. Without limiting the foregoing, neither Flok nor any of its respective directors, employees, agents, attorneys, third-party content providers, distributors, licensees or licensors warrant that (i) the Services will meet all of your requirements; (ii) the Services will be uninterrupted, timely, secure or error-free; or (iii) all errors in the Services or the Site will be corrected.

Flok has no control over the quality or safety of the Ridesharing that that is arranged through the Services. Flok cannot ensure that a Driver or Passenger will complete a Trip. Flok is not responsible for the conduct, whether online or offline, of any User of the Services. Each User is solely responsible for such User’s interactions with other Users. Flok does not procure insurance for, nor is Flok responsible for, personal belongings left in the car by Drivers or Passengers. By using the Services and engaging in Ridesharing, you agree to accept the risks associated with Ridesharing and agree that Flok assumes no liability therefor, so PLEASE USE COMMON SENSE WHEN DOING SO. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and Flok does not accept responsibility or liability for any content, communication or other use or access of the Services by persons under the age of 18 in violation of this Agreement. You are encouraged to communicate directly with each potential Driver or Passenger prior to engaging in a Rideshare and to exercise caution in sharing or posting any personal information.

8. LIMITATION OF LIABILITY

(a) YOU EXPRESSLY UNDERSTAND AND AGREE THAT FLOK AND ITS RESPECTIVE OFFICERS, EMPLOYEES, AGENTS ,PARTNERS, REPRESENTATIVES, VOLUNTEERS, SPONSORS, INDEPENDENT CONTRACTORS OR OTHER PERSONNEL IN ANY WAY ASSISTING OR ORGANIZING AN EVENT LISTED ON THE SITE AND THEIR SUCCESSORS, (COLLECTIVELY, THE "FLOK PARTIES”) SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVERAGE OR OTHER INTANGIBLE LOSSES (EVEN IF THE FLOK PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), OR PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, PRODUCTS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR THE LOSS, CORRUPTION OR ALTERATION OF SUCH USER’S TRANSMISSIONS, CONTENT OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR USING THE SERVICES, OR PROVIDING ANY SERVICES RELATED TO THE OPERATION OF THE SERVICES ; (v) FLOK’S ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR USER ACCOUNT INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM; (vi) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO SUCH USER’S USER ACCOUNT INFORMATION; (vi) THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING OR INTEGRATING WITH THE SERVICES; (vii) THE TERMINATION OF YOUR USER ACCOUNT IN ACCORDANCE WITH THESE CONDITIONS; OR (Viii) ANY OTHER MATTER RELATING TO THE SERVICES.

(b) FLOK HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION SERVICES OR RIDESHARING PROVIEDED TO YOU BY THIRD PARTY PROVIDERS (INCLUDING OTHER USERS) OTHER THAN AS EXPRESSLY SET FORTH IN THESE CONDITIONS.

(c) THE FLOK PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN THE CONNECTION WITH THESE CONDITIONS AND ANY USE OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL IN NO CASE EXCEED THE GREATER OF (i) BOOKING FEES PAID BY YOU FOR THE PREVIOUS 12 MONTHS, AND (ii) $50.00 CAD.

(d) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9. RELEASE & INDEMNIFICATION

(a) You agree to indemnify, save, and hold the Flok Parties harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Services, including, without limitation: violation of these Conditions; breach of the representations, warranties, and covenants made by you herein; breach of conditions of a Rideshare; violation of any law or the rights of a third party, including other Users, motorists or pedestrians; and/or any allegations that your User Content infringes or otherwise violates the intellectual property or other rights of any third party. Flok reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify the Flok Parties, and you agree to cooperate with the Flok Parties’ defence of these claims. Flok will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

10. General Terms

10.1 User Content

(a) By displaying, submitting, making available, uploading, or publishing content or feedback (“User Content”) on or via the Site or Services, you expressly grant a worldwide, perpetual, irrevocable, transferrable, royalty-free, sublicenseable, licence to Flok to display the User Content and to use, copy, modify, distribute, or otherwise exploit such User Content for any of Flok’s business purposes now known or hereafter devised without further notice to, payment to, or consent from you or any other entity. You represent and warrant that (i) you either are the sole and exclusive owner of all User Content or they have all rights, licenses, consents and releases necessary to grant Flok the foregoing licence; and (ii) neither the User Content, nor the uploading, publishing or posting of the User Content, nor Flok’s use of the User Content will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

(b) You agree not to publish or post on the Site or through the Services any User Content that is defamatory, misleading, hateful, pornographic, unlawful or offensive content (as determined by Flok in its sole discretion), whether or not such material may be protected by law. Flok does not accept liability in respect of any User Content. You will be personally liable for any damages or other liability arising from your User Content and you agree to indemnify Flok in relation to any liability it may suffer as a result of any such content. Flok may, but shall not be obligated to, review, monitor, or remove User Content, at Flok’s sole discretion and at any time and for any reason, without any notice to you.

10.2 Law and Jurisdiction

(a) These Conditions and any dispute arising out of or related to them or the Services will be governed in all respects by the laws of the Province of British Columbia as they apply to agreements entered into and to be performed entirely within British Columbia between British Columbia residents, without regard to conflict of law provisions. You agree that any claim or dispute they may have against Flok must be resolved exclusively by a court located in Vancouver, British Columbia. You agree to submit to the personal jurisdiction of the courts located within Vancouver, British Columbia for the purpose of litigating all such claims or disputes.

10.3 Notices

(a) Flok may notify you via postings on the Services and via email or by any other communication means using the contact information you provide to us. All notices given by, or required from, you under these Conditions shall be in writing and addressed to: Flok Technologies Inc., 301 – 141 Water St., Vancouver, BC, V6B 1A7. Any notices that you provide without compliance with this section will have no legal effect.

10.4 Waiver and Severability

(a) Any failure by Flok to exercise or enforce any right or provision of these Conditions shall not constitute a waiver of such right or provision. If any portion of these Conditions or any other Flok policy is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Conditions, which shall continue to be in full force and effect.