1.1This is a legally binding contract between you and Delistor Inc. ("Delistor").

1.2This Agreement applies to all Users and Partners, whether individuals or entities, who access or use the Platform.

1.3This Agreement is accepted electronically upon account creation, app installation, or use of the Platform. You agree that this electronic acceptance is legally binding as if physically signed.

1.4This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

1.5Delistor reserves the right to modify these Terms at any time. Your continued use of the Platform following a "Last Updated" change constitutes your irrevocable acceptance of the revised Terms.

2.1For purposes of this Agreement, the following terms have the meanings set forth below:

• "Delistor" – Delistor Inc., a corporation organized under the laws of Ontario, Canada, that owns and operates the Platform.
• "Platform" – The Delistor website, mobile applications, APIs, and any related technology infrastructure used to facilitate connections between Users and Partners.
• "User" – An individual or entity who accesses or uses the Platform to request delivery services.
• "Partner" – An independent contractor registered with Delistor to provide delivery or logistics services to Users through the Platform.
• "Services" – The delivery and logistics services provided by Partners to Users via the Platform.
• "System Price" – Suggested prices for delivery services determined by the Platform. Users select from available System Prices when requesting a delivery.

3.1Delistor is a technology marketplace that facilitates connection between Users and Partners, not a transportation provider, courier, or common carrier.

3.2Partners are independent contractors, not employees. Nothing in this Agreement or the Platform shall be interpreted as granting Delistor the right to control the manner or means by which Partners perform delivery services. Partners determine their own routes, timing, and methods at their own discretion.

3.3Delistor may, in its sole discretion, conduct verification checks regarding the identity, licensing, qualifications, criminal background, driving records, or insurance status of any User or Partner. However, Delistor does not warrant or guarantee the accuracy, currency, or completeness of such checks. Delistor provides no warranty or representation regarding the quality, safety, legality, reliability, or suitability of any Partner or User, and the use of the Platform and any resulting Services is strictly at your own risk. Any approval or onboarding of a Partner by Delistor signifies only that the Partner has completed the registration process and does not constitute an endorsement, certification, or guarantee of their performance or legal compliance.

3.4Delistor does not take possession, custody, or control of any goods at any time.

4.1Delistor may, at its sole discretion, suspend or restrict access to the Platform for any User or Partner if:

• Delistor reasonably believes there has been a violation of this Agreement;
• The User or Partner engages in fraudulent, illegal, or abusive activity;
• Delistor is required to do so for legal, regulatory, or safety reasons;
• A Partner fails to maintain required insurance, licensing, or compliance documentation.

4.2Delistor may terminate this Agreement and close a User or Partner account at any time, with or without notice, for any reason permitted by law, including but not limited to:

• Material breach of this Agreement;
• Inactivity for a prolonged period (e.g., 24 months), for which Delistor may provide at least 14 days' notice before termination;
• Termination of Platform services.

5.1Payments are processed via Stripe, Inc. You agree to the Stripe Connected Account Agreement.

5.2Delistor acts solely as the Partner's limited payment collection agent for the purpose of accepting payment from the User on behalf of the Partner.

5.3Users are responsible for applicable HST. Partners are independent contractors and are solely responsible for their own income tax, CPP, EI, and GST/HST filings as required by the Canada Revenue Agency (CRA).

6.1Users shall not request transport of illegal substances, weapons, hazardous materials, or unauthorized regulated goods.

6.2While Delistor does not physically inspect packages, Partners reserve the right to refuse any package. Delistor reserves the right to cancel any delivery and cooperate fully with law enforcement, including the sharing of user data, to prevent or report illegal activity.

7.1The Platform is provided "AS IS" and "AS AVAILABLE".

7.2Delistor does not guarantee uninterrupted service or 100% uptime. The Platform may be unavailable for maintenance or due to infrastructure issues.

7.3Delistor makes no warranty regarding the quality, safety, legality, reliability, or suitability of any Partner or User. Delistor does not endorse or guarantee the competence, skill, or performance of any Partner; Users engage Partners at their own risk.

8.1Delistor shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including: extreme weather, telecommunications outages, strikes, civil unrest, or infrastructure failures.

9.1User shall indemnify, defend, and hold Delistor harmless from any claims, damages, losses, and reasonable legal fees arising from your misuse of the platform, shipment of prohibited items, or any breach of these Terms.

9.2Partners shall indemnify, defend, and hold Delistor harmless from any claims, damages, losses, and reasonable legal fees arising from vehicle accidents, personal injury, property damage, or their professional conduct.

10.1TO THE MAXIMUM EXTENT PERMITTED BY LAW, Delistor's total liability for any claim shall not exceed the total fees paid for the specific delivery request giving rise to the claim.

10.2Delistor shall not be liable for any indirect, incidental, or consequential damages, including but not limited to loss of profits, loss of data, or loss of business opportunities.

10.3Nothing in this section limits liability for Delistor's own gross negligence or willful misconduct, or for matters where liability cannot be excluded under Ontario law.

11.1Delistor ("we", "our", "us") respects your privacy and is committed to protecting your personal data. We comply with PIPEDA mandatory breach notification protocols.

11.2This Privacy Policy explains how we collect, use, disclose, and safeguard your information when you use our platform.

12.1All disputes shall be settled by binding arbitration via the ADR Institute of Canada in Toronto.

12.2The courts of Toronto, Ontario, shall have jurisdiction only for: (i) seeking injunctive relief to protect intellectual property; or (ii) the enforcement of an arbitration award.

12.3You waive the right to participate in any class action lawsuit.

12.4Sections relating to liability, indemnification, intellectual property, and dispute resolution shall survive the termination of this Agreement.

12.5Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

12.6Delistor may assign this Agreement in connection with a merger, acquisition, or sale of assets without User consent.

12.7If any provision is found invalid, the remainder remains in full force.

12.8This document constitutes the entire agreement between the parties and supersedes all prior versions or oral promises.

13.1Nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, or employment relationship between Delistor and any User or Partner.

13.2Partners are independent contractors and are not agents, representatives, or employees of Delistor. Partners have no authority to bind Delistor in any manner, and Delistor shall not be responsible for any acts, omissions, or representations made by Partners.

13.3Users acknowledge that they are contracting directly with Partners for the provision of delivery services.

14.1All rights, title, and interest in and to the Platform, including but not limited to software, design, trademarks, logos, content, and underlying technology, are and shall remain the exclusive property of Delistor.

14.2Users and Partners are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for its intended purpose.

14.3Users and Partners shall not:

• Copy, reproduce, modify, distribute, or create derivative works from the Platform
• Reverse engineer or attempt to extract source code
• Use Delistor's branding without prior written consent

14.4All feedback, suggestions, or ideas submitted to Delistor may be used by Delistor without restriction or compensation.

15.1Delistor does not guarantee:

• Delivery completion
• Delivery timelines
• Availability of Partners
• Accuracy of tracking information

15.2All delivery services are performed by independent Partners, and Delistor makes no representations or warranties regarding the performance, reliability, or quality of such services.

15.3Users agree that all services are used at their own risk.

16.1All payments made through the Platform are final, except where required by applicable law.

16.2Delistor does not guarantee refunds for:

• Failed deliveries
• Delayed deliveries
• Damaged or lost items

16.3Refunds, if any, are issued solely at Delistor's discretion and only in cases of:

• Duplicate payments
• System or billing errors

16.4Users agree not to initiate chargebacks without first contacting Delistor. Improper chargebacks may result in account suspension or legal action.

16.5Delistor reserves the right to dispute any chargeback with supporting evidence.

17.1Users and Partners agree not to:

• Create fraudulent orders
• Manipulate pricing or delivery flows
• Misuse promotional offers
• Engage in any activity that disrupts the Platform

17.2Delistor reserves the right to:

• Suspend or terminate accounts
• Cancel transactions
• Withhold payouts
• Pursue legal action where necessary

18.1Delistor retains personal data only for as long as necessary to:

• Provide services
• Comply with legal obligations
• Resolve disputes and enforce agreements

18.2Delistor may use third-party service providers for data processing, including payment processors and mapping services.

18.3While Delistor implements reasonable safeguards, it does not guarantee absolute security of data.

19.1The Platform is provided for convenience only.

19.2Users and Partners acknowledge and agree that all use of the Platform and all Services arranged through it are undertaken entirely at their own risk.

19.3Delistor shall not be liable for any direct or indirect consequences arising from the use of the Platform, including but not limited to:

• Failed transactions
• Delivery issues
• Disputes between Users and Partners

20.1Delistor may conduct verification checks on Partners, including identity, licensing, and insurance, at its discretion.

20.2However, Delistor does not guarantee the accuracy, completeness, or validity of such information.

20.3Users acknowledge that they engage Partners at their own risk and are responsible for evaluating the suitability of any Partner.

21.1Nothing on the Platform constitutes legal, financial, or professional advice.

21.2Users and Partners should seek independent advice where necessary.

22.1The following sections shall survive termination of this Agreement:

• Indemnification
• Limitation of Liability
• Intellectual Property
• Dispute Resolution
• Data and Privacy
• Any provisions which by their nature should survive

23.1Delistor is a technology platform that facilitates connections between Users and Partners.

23.2Delistor is not a party to any agreement, contract, or arrangement entered into between Users and Partners for the provision of delivery or logistics services.

23.3All delivery services are provided directly by the Partner to the User. Any contract for delivery services is solely between the User and the Partner.

23.4Delistor shall have no responsibility or liability for:

• The performance or non-performance of delivery services
• The quality, condition, or handling of goods
• Any disputes arising between Users and Partners

23.5Users and Partners agree that Delistor's role is strictly limited to providing access to the Platform.

24.1Delistor does not guarantee successful delivery of any item.

24.2In the event of a failed delivery, including but not limited to:

• Recipient unavailability
• Incorrect address
• Refusal of delivery
• Inability to access delivery location

24.3The Partner may mark the delivery as failed.

24.4Where applicable, a return delivery may be created and charged as a new delivery request.

24.5Delistor shall not be responsible for:

• Failed deliveries
• Return logistics
• Additional costs arising from failed delivery attempts

24.6Users are solely responsible for providing accurate delivery details and ensuring availability at the delivery location.

25.1Partners are solely responsible for maintaining all required insurance, including but not limited to vehicle, liability, and cargo insurance.

25.2Delistor does not provide insurance coverage for:

• Goods in transit
• Delivery operations
• Partner vehicles or personnel

25.3Nothing in this Agreement shall be interpreted as creating any insurance coverage or risk assumption by Delistor.

25.4All risks associated with the transportation of goods remain solely between the User and the Partner.

26.1Delistor does not guarantee that the Platform will be free from errors, bugs, or technical issues.

26.2Delistor shall not be liable for:

• Incorrect pricing displayed on the Platform
• System errors affecting bookings or transactions
• Delays or failures caused by technical issues

26.3Delistor reserves the right to:

• Correct any errors or inaccuracies
• Cancel or adjust transactions affected by system issues

26.4Users and Partners agree that use of the Platform is at their own risk in relation to any technical or system-related issues.

27.1The limitations of liability set out in Section 10 apply to all claims arising under this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise.

27.2These limitations apply to all aspects of the Platform and Services, including but not limited to:

• Delivery operations
• Payment processing
• Data handling
• System performance

27.3To the maximum extent permitted by law, all exclusions and limitations of liability in this Agreement shall apply cumulatively and be enforced to their fullest extent.

28.1Users agree to:

• Provide accurate and complete information for all delivery requests
• Ensure that items comply with applicable laws and regulations
• Properly package items for safe transportation

28.2Users are solely responsible for any consequences arising from:

• Incorrect or incomplete information
• Improper packaging
• Shipment of prohibited or restricted items

28.3Delistor shall not be liable for any loss or damage resulting from a User's failure to meet these responsibilities.

1.1Partners must provide a valid Canadian bank account for receiving payouts.

1.2Delistor may verify the account ownership before enabling payments.

1.3Partners must promptly update Delistor if any changes to banking information. Delistor is not responsible for failed or misdirected payments due to outdated information.

2.1Partners must maintain valid vehicle insurance covering commercial operations, as well as general liability and cargo coverage where applicable.

2.2Partners must submit proof of insurance prior to being activated on the Platform and upon each renewal.

2.3Failure to maintain required insurance may result in immediate suspension or removal from the Platform.

3.1Partners shall ensure that all drivers hold valid licenses appropriate to the vehicle type and jurisdiction.

3.2Vehicles must comply with all applicable safety inspections and regulations.

3.3Partners must adhere to applicable health and safety laws, including occupational and road safety standards.

4.1Delistor may request proof of banking, insurance, licensing, or safety compliance at any time.

4.2All banking, insurance, licensing, and safety information submitted to Delistor will be collected, stored, and processed in accordance with the MSA's Privacy & Data Policy (Section 11).

4.3Failure to provide requested documentation or maintain compliance may result in:

• Temporary suspension from the Platform
• Permanent removal as a Partner
• Withholding of payouts until compliance is verified

4.4Delistor may conduct periodic reviews of insurance, licensing, and vehicle safety compliance to ensure ongoing adherence to this Addendum.

5.1By accepting this Addendum, the Partner represents and warrants that:

• All submitted information is true, accurate, and complete.
• The Partner will maintain all required documentation and coverage at all times.
• The Partner assumes full responsibility for all operational, legal, and safety risks associated with the delivery services.

6.1All terms in Sections 9 and 10 of the MSA regarding indemnification and limitation of liability apply. The Partner acknowledges that compliance with this Addendum does not shift liability from the Partner for loss, damage, or injury caused during delivery operations.