Argo | Transit Terms of Service

1. Additional Terms and Amendments
   1. Supplemental Terms. Certain supplemental terms and conditions may apply to your use of certain portions of the Argo Transit Platforms or Argo Transit Service, such as: (i) the Argo Transit Platform Acceptable Use Policy (as defined in Section 2(e) (User Account Restrictions)) for the Argo Transit Platforms; (ii) any applicable laws, by-laws and other rules and regulations relating to the provision of public transit services to the general public, as enacted by the Municipality (or the applicable transit authority of competent jurisdiction) and/or other applicable governmental authorities of competent jurisdiction (the “Applicable Public Transit Laws”), which may be posted in or on a public passenger transit vehicle used by or on behalf of Argo to provide the Argo Transit Service (each, an “Argo Vehicle”); and (iii) any other rules and regulations posted in or on an Argo Vehicle that relates to Argo’s provision of the Argo Transit Service (collectively, the “Supplemental Terms”). All such Supplemental Terms will each be deemed to be a part of these Terms as it pertains to the Argo Transit Platforms and Argo Transit Service, as the case may be. In the event of any conflict or inconsistency between the provisions of these Terms and any such Supplemental Terms, the provisions of the Supplemental Terms will prevail over these Terms to the extent of such conflict or inconsistency.
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   2. Privacy; Security; Disclaimer.
      1. Argo may collect, use and disclose your personal information in connection with its provision of the Argo Transit Platforms or the Argo Transit Service in accordance with its Argo | Transit Privacy Policy (the “Privacy Policy”). You acknowledge and agree that you have read and understand the Privacy Policy, and consent to Argo’s collection, use and disclosure of your personal information in accordance with the Privacy Policy.
      2. To the extent that Argo collects and uses your personal information, it will employ reasonable physical, administrative and technical safeguards on the systems that store, retain or otherwise process your personal information to protect your personal information from and against any unauthorized access or use.
      3. You acknowledge that the transmission of data over the internet is not completely secure and, as a result, Argo cannot guarantee the security of your personal information that you transmit to the Argo Transit Platforms.
   3. Amendments. Argo reserves the right in its sole discretion to modify these Terms from time to time. Any and all such modifications are effective immediately upon posting. Your continued access and use of the Argo Transit Platforms and Argo Transit Service will be deemed to constitute your acceptance of such modifications. Although Argo will use reasonable efforts to notify you of any significant modifications to these Terms (for example, via email, text, or the Argo Transit Platforms (such as, through a pop-up or an automated message)), you agree to periodically review these Terms (and any applicable Supplemental Terms) from time to time to stay abreast of any modifications to these Terms (or to any Supplemental Terms).
2. Your Use of the Argo Transit Platforms
   1. Introduction. Riders may request immediate transportation or schedule future rides from Argo within the Municipality through the Argo Transit Platforms. Argo’s electric vehicle fleet of buses and other motor vehicles offers environmentally friendly transportation with flexible routing options.
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   2. Eligibility. The Argo Transit Platforms may only be used by individuals who are: (i) no younger than 18 years old (or, if older, the age of majority in the province or territory in which the individual resides) or older, can form a legally binding contract online, and have the full, right, power and authority to enter into and to comply with the obligations under these Terms; or (ii) subject to Section 2(f) (Use of Your User Account by a Minor), between 16 and 18 years old (or, if older, the age of majority in the province or territory in which the individual resides) (each, a “Minor”) through the individual’s own User Account (as defined in Section 2(c) (User Account Creation)) or through the individual’s parent’s or legal guardian’s User Account, in each case, as created in accordance with Section 2(f) (Use of User Account by a Minor).
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   3. User Account Creation. In order for you (or a Minor for whom you are the parent or legal guardian) to use the Argo Transit Platforms and the Argo Transit Service, you must create a user account (each, a “User Account”) using your telephone number (or, if creating for a Minor, the Minor’s telephone number) by:
      1. completing the account registration process in the Online Argo Transit Platform; or
      2. providing your telephone number (or, if for a Minor, the Minor’s telephone number) through your use of the Offline Argo Transit Platform.
   4. Limited License. Argo hereby grants to you a limited, personal, non-exclusive, non-transferable (except to the extent expressly permitted under Section 8(h) (Assignment)), non-sublicenseable (except to the extent expressly permitted under Section 2(f) (Use of Your Account by a Minor)), and revocable license to access and use the Argo Transit Platforms through your User Account solely to the extent permitted under and subject to your compliance with these Terms and all applicable laws and regulations. Argo may revoke your license to use any portion of the Argo Transit Platforms (or otherwise suspend or deactivate your User Account) at any time, without notice and for any reason whatsoever (including, as a result of your violation of any of provisions of these Terms).
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   5. User Account Restrictions. Your User Account is personal to you and, except to the extent expressly permitted under Section 2(f) (Use of Your Account by a Minor), you may not permit or otherwise authorize any third party to use your User Account. You are solely responsible for the security of your User Account and agree to:
      1. protect your User Account against any access or use of your User Account by an unauthorized third party;
      2. comply with Argo’s acceptable use policy for the Argo Transit Platforms (the “Argo Transit Platform AUP”), a current copy of which is attached as Schedule A to these Terms; and
      3. promptly notify Argo using one of the means set out in Section 8(a) (Notices) if there has been any actual or suspected: (A) access or use of your User Account by an unauthorized third party; or (B) violation of the Argo Transit Platform AUP, whether such violation was caused by you or any third party.
   6. Use of User Account by a Minor. If you are a parent or guardian of a Minor, you may create a User Account on behalf of a Minor or permit a Minor to use your User Account, provided that: 
      1. you have determined that the Argo Transit Platform and Argo Transit Services are suitable for use by the Minor;
      2. you have explained the applicable terms and conditions of these Terms to the Minor;
      3. you ensure that the Minor’s access and use of the Argo Transit Platforms and Argo Transit Services are compliant with the applicable provisions of these Terms;
      4. you ensure that the Minor does not request or accept any Argo Transit Services that are not provided or otherwise authorized by Argo; and
      5. you will fully assume all responsibility and liability for the Minor’s access and use of the Argo Transit Platform and Argo Transit Services, and will be fully responsible and liable for all of the Minor’s acts and omissions in respect of the Argo Transit Platform or Argo Transit Services as if such acts or omissions were performed by you. 

      By creating a User Account on behalf of a Minor or permitting a Minor to access and use your User Account, you hereby consent to these Terms on behalf of the Minor and represent and warrant to Argo that you have the necessary rights, permits and authorizations to enter into these Terms on behalf of yourself and the Minor.
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   7. Limited Disclaimers re: Argo Transit Platforms. THE ONLINE ARGO TRANSIT PLATFORMS AND ANY MATERIALS MADE AVAILABLE THEREON WILL BE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS AND REGULATIONS, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE UNDER THESE TERMS, ARGO HEREBY DISCLAIMS ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THESE TERMS, AND ARGO SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL CONDITIONS AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS AND REGULATIONS, ARGO PROVIDES NO REPRESENTATION, CONDITION OR WARRANTY OF ANY KIND THAT THE ARGO TRANSIT PLATFORMS AND ANY MATERIALS MADE AVAILABLE THEREON, OR RESULTS OF THE USE THEREOF, WILL: (A) MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS; (B) OPERATE WITHOUT INTERRUPTION; (C) ACHIEVE ANY INTENDED RESULT; (D) BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES; OR (E) BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS AND SERVICES PROVIDED WITH OR THROUGH THE ARGO TRANSIT PLATFORMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS OR SERVICES IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS OR SERVICES.
3. Your Use of the Argo Transit Service.
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   • Introduction. The Argo Transit Service is an on-demand electric vehicle, public transit service, that Argo makes available to the general public in and on behalf of a Municipality, where riders may request transportation from a pick-up location and drop-off location through an Argo Transit Platform.
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   • Additional Terms. The Argo Transit Service is a public transit service that Argo makes available to you and other members of the general public in a Municipality during the public transit service’s standard hours of operations (as set by the Municipality) for and on behalf of a Municipality, subject to and in accordance with these Terms. Accordingly, in addition to these Terms, Argo’s provision of the Argo Transit Service may be subject to and otherwise governed by Applicable Public Transit Laws.
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   • Request a Trip. You may arrange for transportation from one destination in the Municipality to another destination in the Municipality during the public transportation service’s standard hours of operations (as set by the Municipality) (each, a “Trip”) by an Argo Vehicle for you and/or, subject to Section 3(d) (Your Responsibility and Liability for Other Riders), on behalf of: (i) any other adults that are no younger than 18 years old (or, if older, the age of majority in the province or territory in which you reside); and/or (ii) subject to Section 3(e) (Trip Requirements for Minors and Children Younger than 16), any Minors and/or children who are younger than 16 years old (any one of the foregoing, a “Rider”), in each case, through an Argo Transit Platform by: (A) providing your name or identifier; (B) providing the pickup location (as it pertains to a Trip, the “Trip Pick-Up Location”); (C) providing the drop-off location (as it pertains to a Trip, the “Trip Drop-Off Location”); and (D) confirming the arranged Trip. Upon the successful arrangement of a Trip through an Argo Transit Platform, the Argo Transit Platform will provide you with a check in code (each, a “Check-In Code”), which you must use on the Argo Vehicle to confirm and verify your Trip request.
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   • Your Responsibility and Liability for Other Riders. You may only arrange a Trip on behalf of any other person if you agree to: (i) assume all responsibility and liability for such other person’s access and use of the Argo Transit Services; and (ii) be fully responsible and liable for all of such other person’s acts and omissions in respect of the Argo Transit Services, as if such acts or omissions were performed by you.
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   • Trip Requirements for Minors and Children Younger than 16. You acknowledge and agree that you may not arrange a Trip, and Argo is not required to provide any Argo Transit Services in respect of any such Trip, where a Rider:
     1. who is a Minor, is unable to or refuses to confirm their age, including, in response to an Argo Vehicle operator’s request to review the Minor’s government-issued identification to verify his/her age pursuant to Section 3(g) (Conditions for Boarding an Argo Vehicle); and
     2. who is younger than 16 years old, is not accompanied by you or another adult Rider who is no younger than 18 years old (or, if older, the age of majority in the province or territory in which you reside).
   • Trip Cancellation. Following your confirmation of a Trip request through an Argo Transit Platform, you may not cancel that Trip. However, Argo reserves the right to cancel any Trip, including, as a result of:
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     • unforeseen road traffic, congestion or closures;
     • if any or all of the Riders of such Trip are not physically present at the Trip Pick-Up Location when the Argo Vehicle arrives thereto;
     • any delays caused by you or any Riders of such Trip;
     • an inability to safely stop and drop-off the Riders at the applicable Trip Drop-Off Location; and
     • any violations of the Rider Code of Conduct Policy (as defined in Section 3(i) (Rider Conduct During Trip)) by you or any other Rider of such Trip.

     
     Where Argo exercises its right to cancel a Trip, if such cancellation was not caused by you or any other Rider of such Trip, Argo may refund the applicable Fares (as defined in Section 4(c) (Payment)) for such Trip to you.
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   • Conditions for Boarding an Argo Vehicle. In respect of any Trip that you request, upon an Argo Vehicle’s arrival at your Trip Pick-Up Location, as a precondition for the entry by the Rider(s) of the Trip onto the Argo Vehicle and Argo’s provision of transportation of the Rider(s) of the Trip from the applicable Trip Pick-Up Location to the applicable Trip Drop-Off Location:
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     • all Riders of the Trip must be physically present, in a timely manner, at the Trip Pick-Up Location;
     • all Rider(s) of the Trip must pay the full amount of the Fare(s) applicable thereto in accordance with Section 4(c) (Payment);
     • a Rider of the Trip must enter in the correct and applicable Check-In Code on the Argo Vehicle; and
     • the Argo Vehicle must be able to stop and pick-up the Riders in a safe manner in compliance with Applicable Public Transit Laws and any other applicable laws and regulations.

     
     Without limiting the foregoing, the Argo Vehicle operator may, in his or her reasonable and sole discretion, request that any Rider of the Trip to present his or her valid government-issued identification for the purpose of verifying that the Trip request complies with the requirements set out in Section 3(e) (Trip Requirements for Minors and Children Younger than 16) and/or that the Fare applicable to him or her have been fully paid. Upon the Argo Vehicle operator, in his or her reasonable and sole discretion, verifying that the conditions set out in this Section 3(g) (Conditions for Boarding an Argo Vehicle) for the Trip and all Riders of the Trip have been met, the Riders of the Trip will be permitted to board the Argo Vehicle.
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   • Your Obligations for Trip-Drop Off. Upon an Argo Vehicle’s arrival to your Trip Drop-Off Location, you will cause all Riders of your Trip to promptly and safely disembark from the Argo Vehicle.
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   • Rider Conduct During Trip. You will ensure that each Rider travelling on an Argo Vehicle will comply with all Applicable Public Transit Laws, and any other rules, regulations and policies (if any) posted in or on the Argo Vehicle or that may otherwise be attached to these Terms (all such other rules, regulations and policies, collectively, the “Rider Code of Conduct Policy”). In the event a Rider violates any Applicable Public Transit Laws or any portion of the Rider Code of Conduct Policy, as determined by the applicable Argo Vehicle operator in his or her reasonable and sole discretion, the applicable Argo Vehicle operator may refuse to transport that Rider or may remove that Rider from the Argo Vehicle to ensure the safety and comfort of the Rider and/or any other passengers on the Argo Vehicle, and/or to prevent damage to the Argo Vehicle or to the property of the Argo Vehicle operator or any other passenger on the Argo Vehicle.
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   • Limited Disclaimers re: Argo Transit Service. TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS AND REGULATIONS, THE ARGO TRANSIT SERVICE WILL BE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ARGO HEREBY DISCLAIMS ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THESE TERMS, AND ARGO SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS AND REGULATIONS, ARGO PROVIDES NO REPRESENTATION, CONDITION OR WARRANTY OF ANY KIND THAT THE ARGO TRANSIT SERVICE, OR RESULTS OF THE USE THEREOF, WILL: (A) MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS; (B) OPERATE WITHOUT INTERRUPTION; OR (C) ACHIEVE ANY INTENDED RESULT.
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4. Payment
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   • Fares. For any Trip request made by you, and in consideration of Argo’s provision of the Argo Transit Platforms and Argo Transit Services to you in respect of such Trip, Argo may charge you the applicable fares (as applicable to each Rider, the “Fare”), as established under the Applicable Public Transit Laws, for all Riders of such Trip. Except as provided under Section 3(f) (Trip Cancellation) and except to the extent required under applicable laws and regulations, all Fares that you pay to Argo will be non-refundable.
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   • Taxes. All Fares payable under these Terms exclude all good and services, harmonized, provincial sales, service, use and excise taxes, and any other similar taxes, duties, and charges of any kind, if any, imposed by any applicable governmental or regulatory authority of competent jurisdiction on any Fares or other amounts payable under these Terms. You will be solely responsible for all such taxes, duties and charges, if any, imposed on any Fares or other amounts payable under these Terms.
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   • Payment. You may pay any Fares for any Trips through an Argo Transit Platform or when you board an Argo Vehicle at the applicable Trip Pick-Up Location, either using: (i) a credit, debit or any other acceptable payment card through an Argo Transit Platform or on the Argo Vehicle; or (ii) cash or any other acceptable payment options available on the Argo Vehicle. If you pay any Fares through an Argo Transit Platform or using a credit, debit or any other acceptable payment card on the Argo Vehicle, you acknowledge that any such payment will be facilitated through a third-party payment processor. As all payments using a credit, debit, or any other acceptable payment card made through an Argo Transit Platform or on an Argo Vehicle will be made through a third-party payment processor, you acknowledge that Argo does not and will not collect, store, retain or otherwise process any of your payment card information, and any payment card information that you provide through the Argo Transit Platform will be transmitted directly to Argo’s third-party payment processor. You acknowledge and agree that Argo may change its third-party payment processor at any time without notice to you.
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5. Intellectual Property.
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   • Ownership of Argo Transit Platforms. As between you and Argo, all rights, title, and interests (including all rights granted, applied for, or otherwise now or hereinafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property laws in any part of the world) in and to the Argo Transit Platforms, are and will remain with Argo. You agree that you have no and will not obtain any rights in or to the Argo Transit Platforms, except to the extent expressly provided under these Terms. All other rights in and to the Argo Transit Platforms are expressly reserved by Argo and its third-party licensors.
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   • Ownership of Argo Content and Materials. As between you and Argo, all rights, title and interests (including all rights granted, applied for, or otherwise now or hereinafter in existence under or related to any copyright, trademark or other intellectual property laws in any part of the world) in and to any content, information, documents, works, materials, text, graphics, audio, video, animations, trademarks, trade names, service marks, logos, domain names, and the design and arrangement thereof used in, on or with the Argo Transit Platforms, the Argo Transit Service and any Argo Vehicle are and will remain with Argo. You agree that you have no, and will not obtain any, rights in or to any of the foregoing, and all other rights in and to any of the foregoing are reserved by Argo and its third-party licensors.
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   • Your Feedback. To the extent that you provide Argo with any comments, suggestions, ideas or other feedback relating to the Argo Transit Platforms, the Argo Transit Service or any Argo Vehicle (collectively, your “Feedback”), you hereby grant to Argo a worldwide, perpetual, irrevocable, transferable, sublicenseable, royalty-free license to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit your Feedback, without further notice to or consent from you, and without any requirement of payment to you or any third party. You represent and warrant that you have the necessary rights, licenses and authorizations to grant the foregoing license to your Feedback to Argo, and that Argo’s use of your Feedback that you provide pursuant to this Section 5(c) (Your Feedback), will not infringe upon, misappropriate or violate any third party intellectual property or proprietary rights.
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6. Limitation of Liability.
   1. Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL ARGO, ANY OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, LICENSORS, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, LOST PROFITS, LOST DATA, PROPERTY DAMAGE, LOSS OF GOODWILL, AND OTHER TANGIBLE AND INTANGIBLE LOSSES) WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER ARGO, ITS AFFILIATES OR ITS REPRESENTATIVES WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR WHETHER SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
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   2. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF ARGO AND ITS LICENSORS AND SERVICE PROVIDERS ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING UNDER OR RELATED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY LEGAL OR EQUITABLE THEORY, EXCEED THE GREATER OF: (I) THE AMOUNT OF FARES YOU PAID DURING THE THREE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; AND (II) $250.
7. Indemnity.

   You agree to defend, indemnify and hold harmless Argo, its affiliates, and their respective successors and assigns, and each of their respective directors, officers, employees, contractors, agents, representatives and shareholders (collectively, the “Argo Indemnitees”) from and against any claims, actions, suits, losses, damages, liabilities and expenses (including, reasonable legal expenses) relating to or arising from your use of the Argo Transit Platforms and Argo Transit Services as a result of or in connection with: (a) your breach of any of your obligations under these Terms or any Supplemental Terms; (b) your violation of any applicable laws or regulations (including, any Applicable Public Transit Laws); or (c) any allegation that Argo’s use of any Feedback that you have submitted to Argo infringes, misappropriates or otherwise violates any third party intellectual property or other proprietary rights. You will not agree to any settlement of any claims, actions or suits involving or relating to any Argo Indemnitees on behalf of any of the Argo Indemnitees without Argo’s prior written consent.
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8. General.
   1. Notices. Argo may give written notice to you by means of a general notice through an Argo Transit Platform, by email to the email address provided in your User Account, or by a text message (e.g. SMS or MMS) to a mobile phone number provided in your User Account. Except as expressly provided otherwise under these Terms, any notices to Argo will be given by certified mail, postage prepaid and return receipt requested to: Argo Transit Corporation, 545-101 King St W. Toronto, ON M5V 1M1, Canada. If you have any questions regarding the Argo Transit Platforms or the Argo Transit Service, please contact Argo at: hello@rideargo.com.
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   2. Governing Law. These Terms and all Supplemental Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
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   3. Subcontracting. Argo will be entitled to perform all or any part of its obligations through any one or more affiliates or subcontractors.
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   4. Dispute Resolution. Any controversy, claim, dispute arising out of or relating to these Terms will be decided by binding arbitration in Toronto, Ontario, and will be finally and conclusively adjudicated and resolved by arbitration under the Arbitration Rules of the ADR Institute of Canada, Inc., except as follows: (i) the arbitration will be in English only; (ii) the arbitration may be held anywhere the arbitrator considers appropriate, including by telephone or internet. SOME JURISDICTIONS DO NOT ALLOW MANDATORY ARBITRATION. IF YOU ARE LOCATED IN ONE OF THESE JURISDICTIONS, THE PORTIONS OF THIS SECTION RELATING TO MANDATORY ARBITRATION MAY NOT APPLY TO YOU AND, IN WHICH CASE, ANY LEGAL SUIT, ACTION, LITIGATION, OR PROCEEDING OF ANY KIND WHATSOEVER ARISING OUT OF, FROM OR RELATING TO THESE TERMS WILL BE INSTITUTED IN THE COURTS OF THE PROVINCE OF ONTARIO, AND YOU AND ARGO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS.
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   5. Interpretation. For the purposes of these Terms: (a) the words “include”, “includes”, and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein”, “hereby”, “hereof”, “hereto”, and “hereunder” refer to these Terms as a whole. Except where otherwise expressly provided, all references to currency herein are to the lawful money of Canada.
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   6. Severability. If any portion of these Terms is deemed illegal or unenforceable, then such portion of the applicable provision will be severed to the extent of such illegality or unenforceability and the remainder of these Terms will remain in full force and effect.
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   7. Waiver. Argo’s failure to exercise or enforce any right or privilege arising out of these Terms will not constitute a waiver of such right or privilege, unless Argo explicitly waives such right or privilege in writing.
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   8. Assignment. You may not assign these Terms, in whole or in part, without Argo’s prior written consent. Argo may assign or transfer these Terms, in whole or in part, without your consent to: (i) any of Argo’s subsidiaries or affiliates; (ii) an acquirer of Argo’s equity, business or assets; or (iii) a successor by merger, amalgamation, arrangement, or reorganization. Any purported assignment by you in violation of this Section 8(h) (Assignment) will be void.
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   9. No Third Party Beneficiaries; Enurement. Except as expressly provided otherwise under these Terms, neither you nor Argo confer any legal, equitable or other rights or remedies of any nature whatsoever under or by reason of these Terms upon any third party, other than the parties to these Terms and their respective successors and permitted assigns. These Terms will enure to the benefit of and be binding upon the respective successors and permitted assigns of Argo.
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   10. Additional Terms for iOS Version of Online Argo Transit Platform. If you are using the iOS version of the Online Argo Transit Platform, as acquired from the Apple App Store, then the following additional provisions apply to you and your use of the Online Argo Transit Platform:
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       • you acknowledge and agree that these Terms are between you and Argo only, and not with Apple, Inc. (“Apple”), and Apple is not responsible for the Online Argo Transit Platform and the contents thereof, or the support and maintenance thereof;
       • you acknowledge that Apple is not responsible for addressing any claims you may have relating to the Online Argo Transit Platform or your possession and/or use of the Online Argo Transit Platform, including: (i) product liability claims; (ii) any claim that the Online Argo Transit Platform fails to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection or similar legislation;
       • you acknowledge that, in the event of any third party claim alleging that your possession or use of that Online Argo Transit Platform infringes that third party’s intellectual property rights, Apple will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim;
       • these Terms incorporate Apple’s Licensed Application End User License Agreement by reference, where, for the purposes of that agreement, the “App” is the Online Argo Transit Platform and “you” (i.e. the end-user) is you; and
       • notwithstanding Section 8(i) (Third Party Beneficiaries; Enurement), you agree that Apple and its subsidiaries are third party beneficiaries of these Terms, and Apple has the right to enforce these Terms against you as a third party beneficiary thereof.
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   11. Additional Terms for Android Version of Online Argo Transit Platform. If you are using the Android version of the Online Argo Transit Platform, as acquired from the Google Play Store, then the following additional provisions apply to you and your use of the Online Argo Transit Platform:
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       • you acknowledge and agree that these Terms are between you and Argo only, and not with Google LLC or any of its affiliates (any one of them, “Google”), and Google is not responsible for the Online Argo Transit Platform and the contents thereof, or the support and maintenance thereof; and
       • with respect to any defects or performance issues with the Online Argo Transit Platform, you will not contact Google regarding such defects and issues; you may, however, contact Argo regarding any such defects or performance issues with the Online Argo Transit Platform that you may become aware of by contacting us in accordance with Section 8(a) (Notices).
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   12. Headings. The headings in these Terms are for reference purposes only, and do not affect the interpretation of these Terms.
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   13. Entire Agreement. These Terms, including all Supplemental Terms, constitutes the sole and entire agreement between you and Argo with respect to the subject matter hereof and supersedes all previous understandings and agreements between you and Argo.
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Schedule A
ARGO TRANSIT PLATFORM ACCEPTABLE USE POLICY

This Argo Transit Platform Acceptable Use Policy (this “AUP”) applies to your use of the Argo Transit Platforms that we make available to you pursuant to the Argo | Transit Terms of Service (the “Terms of Service”). This AUP is designed to ensure that Argo Transit Corporation (“Argo”) is able to: (a) comply with the laws and regulations applicable to the Argo Transit Platforms; (b) protect the interest of all other users and customers of the Argo Transit Platforms; and (c) protect Argo’s goodwill and reputation.
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If you use any portion of the Argo Transit Platforms, this AUP will apply to you, and you agree that your access and use of the Argo Transit Platforms is contingent on your compliance with this AUP.

1. Permitted Actions. You may only use the Argo Transit Platforms: (a) for your personal use or on behalf of any other person, in each case, to the extent expressly permitted under the Terms of Service; (b) for lawful purposes and in compliance with applicable laws and regulations; and (c) in compliance with this AUP.
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2. Prohibited Actions. In respect of the Argo Transit Platforms, you agree to not:
   1. share your user account credentials with any third party, except to the extent expressly permitted under the Terms of Service;
   2. arrange or attempt to arrange any transportation or rides on behalf of any third parties for whom you are not authorized to do so;
   3. impersonate another person or misrepresent your affiliation with another person or entity;
   4. attempt to gain unauthorized access to or to circumvent any security safeguards used to protect the Argo Transit Platforms;
   5. infringe upon, misappropriate or otherwise violate any copyright, trademark, patent, trade secret, publicity, moral and/or other intellectual property rights of Argo or any other third party; and
   6. disable, overburden, damage, modify, or impair any underlying systems, networks, databases or other resources used in or with the Argo Transit Platforms, whether with the use of any device, software or routine that interferes with the proper working o the Argo Transit Platforms or through the introduction of any virus, trojan horse, worm, logic bomb, or other software or material that is malicious or technologically harmful.
3. Prohibited Uses. You agree to not use the Argo Transit Platforms:
   1. in any manner that violates any applicable federal, provincial, territorial, municipal, local or international law or regulation;
   2. in a fraudulent, abusive, or defamatory manner;
   3. for the purposes of modifying, decompiling, disassembling, or reverse engineering any software contained in or used with the Argo Transit Platforms, or attempting to do any of the foregoing;
   4. with any data mining, robots, spiders, or other automatic gathering or extraction devices, process, tools or means to access the Argo Transit Platforms for any purpose, including to monitor or extract any information, data or other materials from or used with the Argo Transit Platforms or any interconnections or traffic to or from the Argo Transit Platforms;
   5. for the purpose of creating a competing product or service;
   6. to solicit, advertise to, or contact any other users of the Argo Transit Platforms for any unauthorized purposes;
   7. to distribute, transmit, or procure the sending of, any advertising or promotional materials, spam or other unsolicited messages, whether to other users of the Argo Transit Platform or any other third party;
   8. to interfere with, restrict or otherwise inhibit the use or enjoyment of the Argo Transit Platforms any other users of the Argo Transit Platforms; or
   9. to harm or otherwise cause damage to Argo, the Argo Transit Platforms or any other users of the Argo Transit Platforms.

4. Prohibited User Content and Submissions. You may not use the Argo Transit Platforms to send, knowingly receive, upload, download, use, or re-use any materials, which:

   1. contains any material that is defamatory, obscene, indecent, abusive, offensive, deceptive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
   2. promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
   3. could infringe upon, misappropriate or otherwise violate any copyright, trademark, patent, trade secret, publicity, moral and/or other intellectual property rights of Argo or any other third party;
   4. violates the legal rights (including the rights of personality, publicity, and privacy) of others or contains any material that could give rise to any civil or criminal liability under applicable laws or regulations;
   5. promotes any illegal activity or advocates, promotes, or assists any unlawful act;
   6. causes annoyance, inconvenience, or needless anxiety or is likely to upset, embarrass, alarm, or annoy any other person;
   7. involves commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising; or
   8. gives the impression that they emanate from or are endorsed by Argo or any other person or entity, if this is not the case.