Ally Service Provider Agreement.

Preamble & Recitals

This Ally Service Provider Agreement (the “Agreement”) is a legally binding contract between you and Road Ally Corporation, a corporation incorporated under the laws of Manitoba, Canada, with its principal office in Winnipeg, Manitoba. By accessing or using the Road Ally Corporation platform as an Ally, you agree to be bound by the terms and conditions of this Agreement.

In this Agreement, “Road Ally Corporation” or “we,” “us,” or “our” refers to Road Ally Corporation. “Ally,” “you,” or “your” refers to the individual or business entity accessing or using the Platform as a service provider.

Recitals

WHEREASRoad Ally Corporation operates a peer-to-peer on-demand roadside assistance platform (the “Platform”) that connects drivers in need of roadside assistance (“Requesters”) with vetted service providers (“Allies”) through the Road Ally Corporation mobile application (the “App”) and its call centre;

WHEREAS you wish to provide roadside assistance services through the Platform, subject to the terms and conditions set forth herein;

WHEREAS the parties intend that you shall operate as an independent contractor and not as an employee, agent, partner, or joint venturer of Road Ally Corporation;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

In this Agreement, the following terms shall have the meanings ascribed to them below, unless the context requires otherwise:

“App” means the Road Ally Corporation mobile application available on iOS and Android platforms through which Requesters submit service requests and Allies accept and fulfill those requests. Requesters may also submit requests via Road Ally Corporation’s call centre, which are dispatched to Allies through the App.

“Ally Account” means the account created by the Ally within the App upon successful completion of the onboarding process, including identity verification and vetting (where applicable).

“Ally Wallet” means the digital wallet within the App through which the Ally receives earnings, tips, and payouts.

“Commission” means the percentage of each transaction that Road Ally Corporation retains as a service fee for facilitating the connection between the Requester and the Ally, as set out in Schedule A.

“Individual Ally” means an Ally who is a natural person providing basic roadside assistance services (battery jump start, flat tire change, and fuel delivery) and who has completed the in-person vetting process at an approved service centre (Path B onboarding).

“Platform” means the entirety of Road Ally Corporation’s technology ecosystem, including the App, backend systems, APIs, the RADAR administrative dashboard, and all associated services.

“Professional Ally” means an Ally who operates as a registered business or certified professional and is authorized to provide the full range of services on the Platform without in-person vetting, subject to document verification (Path A onboarding).

“RADAR” means Road Ally Corporation’s internal administrative dashboard used for operations management, Ally application review, broadcast messaging, and platform administration.

“Requester” means a user of the Platform who submits a request for roadside assistance services through the App or via Road Ally Corporation’s call centre.

“Service Request” means a request submitted by a Requester through the App or via Road Ally Corporation’s call centre (“Call to Request”) for one or more of the services described in Section 3.

“Services” means the roadside assistance services provided by the Ally to Requesters through the Platform, as specified in Section 3 and Schedule A.

“Vetting” means the evaluation and verification process conducted by Road Ally Corporation or its authorized service centre partners to assess the Ally’s competency to perform the selected Services.

2. Relationship of the Parties

2.1 Independent Contractor Status

The Ally is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between Road Ally Corporation and the Ally. The Ally acknowledges and agrees that:

1. The Ally is solely responsible for determining the manner and means by which the Services are performed, subject to the quality standards and safety requirements set forth herein;
2. The Ally has the right to accept or decline any Service Request at their sole discretion;
3. The Ally is free to provide services to third parties, including competitors of Road Ally Corporation, and Road Ally Corporation does not require exclusivity;
4. The Ally sets their own hours of availability by toggling their status to “Online” or “Offline” within the App;
5. Road Ally Corporation does not provide tools, equipment, or vehicles to the Ally; the Ally is responsible for providing their own tools, supplies, and transportation necessary to perform the Services;
6. The Ally is solely responsible for all applicable income taxes, self-employment taxes, goods and services tax (GST/HST), provincial sales tax (PST), and any other taxes or levies arising from the Ally’s activities under this Agreement.

2.2 No Authority to Bind

The Ally shall not have the authority to enter into contracts, make commitments, or incur obligations on behalf of Road Ally Corporation. The Ally shall not represent themselves as an employee, agent, or authorized representative of Road Ally Corporation.

2.3 No Benefits

The Ally is not entitled to any benefits, including but not limited to health insurance, vacation pay, sick leave, workers’ compensation, employment insurance, pension contributions, or any other benefits that Road Ally Corporation may provide to its employees.

3. Scope of Services

3.1 Authorized Services

The Ally may provide one or more of the following services through the Platform, subject to their onboarding path, vetting status, and applicable certifications:

1. Battery Jump Start: Providing a jump start to a Requester’s vehicle using the Ally’s own equipment;
2. Flat Tire Change: Changing a flat or damaged tire on a Requester’s vehicle using the Requester’s spare tire and tools, or the Ally’s own;
3. Fuel Delivery: Delivering a specified quantity and grade of fuel to a Requester’s vehicle at the Requester’s location;
4. Lockout Assistance: Providing non-destructive vehicle entry to Requesters who are locked out of their vehicles (Professional Allies only);
5. Towing: Transporting the Requester’s vehicle from one location to another as directed (Professional Allies only);
6. Any other services that Road Ally Corporation may introduce from time to time, subject to the Ally’s agreement and qualification.

3.2 Individual Ally Limitations

Individual Allies are limited to providing battery jump start, flat tire change, and fuel delivery services only. Lockout assistance and towing require professional certification and are available exclusively to Professional Allies.

3.3 Service Standards

The Ally agrees to perform all Services in a professional, safe, and workmanlike manner, consistent with industry best practices and all applicable laws and regulations. Without limiting the foregoing, the Ally shall:

1. Arrive at the Requester’s location within a reasonable time after accepting a Service Request, using the App’s GPS navigation;
2. Communicate courteously and professionally with Requesters at all times;
3. Use only safe and serviceable tools, equipment, and supplies;
4. Comply with all applicable traffic laws, occupational health and safety regulations, and environmental laws;
5. Not perform any services while under the influence of alcohol, drugs, or any other impairing substances;
6. Not engage in any conduct that is abusive, threatening, discriminatory, or harassing toward Requesters or any other person;
7. Maintain a minimum Ally rating as determined by Road Ally Corporation from time to time.

4. Onboarding and Vetting

4.1 Identity Verification

All Allies must complete identity verification through Road Ally Corporation’s designated third-party identity verification provider prior to commencing onboarding. Road Ally Corporation reserves the right to reject any applicant who fails identity verification or whose identity cannot be confirmed.

4.2 Professional Ally Onboarding (Path A)

Professional Allies must provide the following documentation to Road Ally Corporation for verification:

1. Valid business registration or incorporation certificate in the applicable jurisdiction;
2. Certificate of Insurance (COI) demonstrating current liability insurance coverage meeting the minimum requirements set forth in Section 6;
3. Any professional licences, certifications, or permits required by law to perform the selected Services;
4. Such other documentation as Road Ally Corporation may reasonably request.

Professional Allies are not required to undergo in-person vetting. Road Ally Corporation will review submitted documents within one to two (1–2) business days and notify the Ally of approval or rejection.

4.3 Individual Ally Onboarding (Path B)

Individual Allies must complete an in-person vetting assessment at an authorized Road Ally Corporation partner service centre. The vetting process assesses the Ally’s competency to safely perform the basic services selected during onboarding. Road Ally Corporation reserves the right to set and modify the vetting criteria at its sole discretion.

4.4 Rejection and Reapplication

If an Ally’s application is rejected, Road Ally Corporation will provide a reason for the rejection. The Ally may reapply after addressing the stated deficiencies, subject to any waiting period that Road Ally Corporation may impose.

5. Payment and Compensation

5.1 Service Fees and Commission

The Ally will be compensated for each completed Service based on the fee structure set out in Schedule A to this Agreement. Road Ally Corporation will deduct its Commission from each transaction before crediting the Ally’s Wallet. The Commission rate is set out in Schedule A and may be updated by Road Ally Corporation with thirty (30) days’ written notice to the Ally.

5.2 Payment Processing

All payments from Requesters are processed through Road Ally Corporation’s third-party payment processor. The Ally acknowledges that:

1. Payment authorization from the Requester is obtained only after the Ally accepts a Service Request;
2. The Ally must wait for in-app confirmation that payment has been secured before proceeding to the Requester’s location;
3. The Ally’s Wallet will be credited upon successful completion of a Service and confirmation by the Requester or the system;
4. Tips are voluntary and are passed through to the Ally in full without deduction.

5.3 Payout Schedule

Earned funds will be available for withdrawal from the Ally Wallet according to the payout schedule published in the App. Road Ally Corporation reserves the right to place temporary holds on payouts pending investigation of disputes, chargebacks, or suspected fraud.

5.4 Taxes

The Ally is solely responsible for remitting all applicable taxes on income earned through the Platform. Road Ally Corporation will issue any required tax reporting documents in accordance with applicable law.

5.5 No Guaranteed Earnings

Road Ally Corporation does not guarantee any minimum number of Service Requests, earnings, or volume of work. The availability of Service Requests depends on Requester demand, location, competition, and other factors outside of Road Ally Corporation’s control.

6. Insurance and Liability

6.1 Insurance Requirements

The Ally shall maintain, at their own expense, the following insurance coverage throughout the term of this Agreement:

1. Valid automobile insurance covering the Ally’s vehicle(s) used in connection with the Services, meeting or exceeding the minimum requirements of the applicable jurisdiction;
2. Individual Allies must maintain a personal umbrella liability insurance policy with minimum coverage of $1,000,000 CAD (or USD equivalent), or such higher amount as may be required by applicable law;
3. Professional Allies must maintain commercial general liability insurance with minimum coverage as specified in Schedule B, as well as additional commercial insurance appropriate to their services (e.g., garage liability, on-hook towing liability).

6.2 Proof of Insurance

The Ally shall provide proof of current insurance coverage upon request and shall promptly notify Road Ally Corporation of any lapse, cancellation, or material change in coverage. Failure to maintain required insurance is grounds for immediate suspension or termination.

6.3 Platform-Level Coverage

Road Ally Corporation reserves the right, at its sole discretion and at any time, to procure and maintain platform-level insurance coverage (including but not limited to commercial general liability, excess liability, or per-incident coverage) that may provide additional protection to Requesters, Allies, and third parties in connection with Services facilitated through the Platform. Such platform-level coverage, if introduced:

1. Shall not relieve the Ally of any obligation to maintain their own insurance as required under this Agreement;
2. May operate as excess or supplementary coverage above the Ally’s own insurance;
3. May be funded in whole or in part through service fees, transaction surcharges, or subscription fees, as communicated to the Ally with thirty (30) days’ notice;
4. May be modified, replaced, or discontinued by Road Ally Corporation at any time with reasonable notice to affected Allies.

The Ally acknowledges that Road Ally Corporation is under no obligation to procure or maintain any platform-level coverage and that the absence of such coverage does not create any liability on the part of Road Ally Corporation.

6.4 Indemnification

The Ally shall indemnify, defend, and hold harmless Road Ally Corporation, its officers, directors, employees, agents, and affiliates from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

1. The Ally’s performance or failure to perform the Services;
2. Any injury to persons or damage to property caused by the Ally or the Ally’s equipment;
3. Any breach of this Agreement by the Ally;
4. Any violation of applicable law by the Ally;
5. Any claim by a third party arising from the Ally’s actions or omissions.

6.5 Limitation of Road Ally Corporation’s Liability

To the fullest extent permitted by applicable law, Road Ally Corporation’s total liability to the Ally under this Agreement, whether in contract, tort, or otherwise, shall not exceed the aggregate Commission earned by Road Ally Corporation from the Ally’s transactions in the twelve (12) months immediately preceding the event giving rise to the claim. Road Ally Corporation shall not be liable for any indirect, incidental, consequential, special, or punitive damages.

7. Ally Conduct & Platform Rules

7.1 Acceptance and Cancellation

The Ally may accept or decline Service Requests at their sole discretion. However, once a Service Request has been accepted:

1. Cancellation within the first two (2) minutes of acceptance may be permitted without penalty, subject to Road Ally Corporation’s then-current cancellation policy;
2. Cancellation after two (2) minutes of acceptance will require the Ally to provide a reason from a pre-defined list in the App and may result in a penalty, including temporary suspension from receiving new Service Requests;
3. Repeated cancellations (three or more in a seven-day period) may trigger a review of the Ally’s account and potential suspension or termination.

7.2 Rating and Quality

Requesters may rate the Ally after each completed Service. The Ally’s aggregate rating is visible on their profile. Road Ally Corporation reserves the right to deactivate or suspend Allies whose rating falls below the minimum threshold established by Road Ally Corporation from time to time.

7.3 Prohibited Conduct

The Ally shall not:

1. Solicit Requesters for services outside the Platform or encourage Requesters to bypass the App;
2. Share their Ally Account credentials with any third party or allow another person to provide Services under their account;
3. Manipulate GPS data, location information, or any other Platform data;
4. Engage in fraudulent, deceptive, or dishonest practices;
5. Discriminate against Requesters on the basis of race, colour, religion, national origin, sex, sexual orientation, gender identity, disability, age, or any other protected characteristic;
6. Collect, store, or use Requester personal information for any purpose other than fulfilling the immediate Service Request.

7.4 Background and Ongoing Eligibility

Road Ally Corporation reserves the right to conduct background checks and ongoing eligibility assessments. The Ally consents to such checks and agrees to promptly disclose any criminal charges, convictions, or licence suspensions that arise during the term of this Agreement.

8. Data Protection and Privacy

8.1 Data Collection and Use

Road Ally Corporation collects and processes the Ally’s personal information in accordance with its Privacy Policy, which is incorporated herein by reference. Data collected may include identity information, location data (GPS), transaction records, ratings, device information, and communications through the App.

8.2 Location Data

When the Ally is Online (available to receive Service Requests), the App will collect the Ally’s real-time GPS location to facilitate proximity-based matching with nearby Requesters. The Ally consents to this collection and acknowledges that location accuracy is essential to the proper functioning of the Platform.

8.3 Requester Data

The Ally acknowledges that Requester personal information (including name, location, and vehicle details) is provided solely for the purpose of fulfilling the specific Service Request. The Ally shall not retain, copy, share, or use Requester data for any other purpose. This obligation survives termination of this Agreement.

8.4 Data Security

The Ally shall take reasonable measures to protect any information received through the Platform, including securing any device used to access the App with a passcode, biometric lock, or equivalent security measure.

9. Intellectual Property

9.1 Road Ally Corporation’s Intellectual Property

All intellectual property rights in and to the Platform, App, RADAR dashboard, trademarks, logos, trade names, branding, software, algorithms, content, and documentation are and shall remain the exclusive property of Road Ally Corporation. The Ally is granted a limited, non-exclusive, non-transferable, revocable licence to use the App solely for the purpose of providing Services under this Agreement.

9.2 Feedback

If the Ally provides suggestions, feedback, or ideas relating to the Platform or Services, Road Ally Corporation shall own all rights to such feedback and may use it without restriction, attribution, or compensation to the Ally.

9.3 Restrictions

The Ally shall not reverse engineer, decompile, disassemble, modify, create derivative works from, or attempt to extract the source code of the App or any part of the Platform. The Ally shall not scrape, harvest, or collect data from the Platform by automated means.

10. Confidentiality

The Ally acknowledges that in the course of performing Services, the Ally may have access to or become aware of information that is confidential or proprietary to Road Ally Corporation, including but not limited to vetting criteria, pricing algorithms, business strategies, customer lists, operational procedures, and technical information (“Confidential Information”). The Ally agrees to:

1. Hold all Confidential Information in strict confidence;
2. Not disclose Confidential Information to any third party without Road Ally Corporation’s prior written consent;
3. Use Confidential Information solely for the purpose of fulfilling obligations under this Agreement;
4. Return or destroy all Confidential Information upon termination of this Agreement.

This confidentiality obligation survives termination of this Agreement for a period of two (2) years.

11. Non-Circumvention, Platform Exclusivity & Anti-Solicitation

11.1 Definitions

For the purposes of this Section, the following definitions apply:

“Platform” means the Road Ally mobile application, website, RADAR administration dashboard, and any related technology operated by Road Ally Corporation.

“Introduced Customer” means any Requester who, at any time, has contacted, discovered, booked, or otherwise engaged with the Ally or Ally’s service centre through the Platform, whether or not a transaction was completed.

“Direct Transaction” means any booking, appointment, service engagement, or payment arrangement between the Ally and an Introduced Customer that is made outside of the Platform, regardless of the medium through which it is arranged (including but not limited to telephone, email, text message, walk-in, third-party booking platform, or in-person solicitation).

“Circumvention Period” means a period of twenty-four (24) months from the date on which a Requester was first introduced to the Ally through the Platform.

11.2 Non-Circumvention Obligation

The Ally agrees that during the Circumvention Period, it shall not, directly or indirectly:

1. solicit, encourage, or accept a Direct Transaction from an Introduced Customer for any service that falls within the categories of services listed on the Platform, whether or not those services are currently offered through the Platform;
2. offer, advertise, or communicate pricing, availability, discounts, or scheduling directly to an Introduced Customer with the intent or effect of diverting that customer away from the Platform;
3. direct, incentivise, or request that an Introduced Customer contact the Ally outside of the Platform for future service bookings.

11.3 Platform Rate Obligation

Where Road Ally Corporation designates a specific price as the “Platform Rate” for a service offered by the Ally through the Platform, the Ally agrees that:

1. the Platform Rate offered to Requesters booking through Road Ally shall be equal to or lower than the Ally’s standard walk-in or telephone rate for the equivalent service;
2. the Ally shall not increase the Platform Rate without providing Road Ally Corporation with a minimum of fourteen (14) days’ written notice;
3. the Ally shall not offer a lower price for the equivalent service to an Introduced Customer outside the Platform than the Platform Rate available on Road Ally, during the Circumvention Period.

11.4 Permitted Conduct

Nothing in this Section shall be construed to prevent the Ally from:

1. serving customers who independently discover and contact the Ally through means entirely unrelated to the Platform, provided there is no evidence that the Platform played any role in facilitating that introduction;
2. completing a service that was lawfully initiated through the Platform, even if subsequent communication with that customer occurs outside the Platform for the sole purpose of completing that specific engagement;
3. responding to an Introduced Customer who initiates unsolicited contact outside the Platform, provided the Ally makes reasonable efforts to redirect that customer to book through the Platform and does not offer preferential pricing or terms to circumvent the Platform.

11.5 Reporting Obligation

If an Introduced Customer contacts the Ally directly and requests a Direct Transaction, the Ally shall:

1. inform the customer that bookings are available and encouraged through the Road Ally Platform;
2. decline to complete the Direct Transaction during the Circumvention Period; and
3. notify Road Ally Corporation of the attempted direct booking at support@roadally.co within seven (7) business days of the contact, if reasonably practicable.

11.6 Consequences of Breach

The Ally acknowledges that a breach of this Section constitutes a material breach of this Agreement. In the event of a confirmed breach, Road Ally Corporation reserves the right, at its sole discretion, to take any one or more of the following actions:

1. issue a written warning and require the Ally to cease the non-compliant conduct immediately;
2. suspend the Ally’s account and visibility on the Platform pending investigation;
3. levy a platform integrity fee equivalent to Road Ally’s standard commission rate applied to the estimated value of any Direct Transactions identified, as reasonable compensation for lost revenue;
4. terminate the Ally’s account and access to the Platform permanently, without refund of any fees paid;
5. pursue any other remedies available at law or in equity.

Road Ally Corporation shall provide the Ally with written notice of an alleged breach and a period of seven (7) business days to respond before any action under subsections (b) through (e) is taken, except where the breach is ongoing and immediate suspension is necessary to prevent further harm.

11.7 Acknowledgement

The Ally acknowledges that:

1. the customer relationships created through the Platform represent significant commercial value developed through Road Ally Corporation’s marketing, technology, and operational investment;
2. the obligations in this Section are reasonable and necessary to protect Road Ally Corporation’s legitimate business interests;
3. breach of this Section would cause harm to Road Ally Corporation that may be difficult to quantify, and that Road Ally Corporation may be entitled to seek injunctive relief in addition to other remedies;
4. this Section shall survive the termination or expiry of this Agreement for the duration of the applicable Circumvention Period with respect to any Introduced Customers introduced prior to termination.

11.8 Governing Law

This Section shall be governed by and construed in accordance with the laws of the Province of Manitoba and the federal laws of Canada applicable therein (for Canadian Allies), or the laws of the state in which the Ally operates (for United States Allies), without regard to conflict of law principles.

12. Term and Termination

12.1 Term

This Agreement commences on the Effective Date and shall continue until terminated by either Party in accordance with this Section 12.

12.2 Termination by the Ally

The Ally may terminate this Agreement at any time by deactivating their Ally Account through the App or by providing written notice to Road Ally Corporation at hello@roadally.co. The Ally must complete any Service Request already accepted prior to termination.

12.3 Termination by Road Ally Corporation

Road Ally Corporation may terminate or suspend this Agreement and the Ally’s access to the Platform:

1. Immediately and without notice in the event of a material breach of this Agreement, fraud, safety concerns, failure to maintain required insurance, or any conduct that brings Road Ally Corporation into disrepute;
2. With fourteen (14) days’ written notice for any reason or no reason, at Road Ally Corporation’s sole discretion.

12.4 Effects of Termination

Upon termination:

1. The Ally’s access to the Platform and Ally Account will be deactivated;
2. Any pending payouts for completed Services will be processed in accordance with the normal payout schedule;
3. The Ally must cease all use of Road Ally Corporation’s trademarks, branding, and intellectual property;
4. Sections 6 (Insurance and Liability), 8 (Data Protection), 9 (Intellectual Property), 10 (Confidentiality), 11 (Non-Circumvention & Platform Exclusivity, for the duration of the Circumvention Period), 13 (Dispute Resolution), and 14 (General Provisions) shall survive termination.

13. Dispute Resolution

13.1 Informal Resolution

The Parties agree to first attempt to resolve any dispute arising under or in connection with this Agreement through good-faith negotiation. A Party wishing to raise a dispute shall provide written notice to the other Party, and the Parties shall have thirty (30) days from receipt of such notice to resolve the dispute informally.

13.2 Mediation

If the dispute is not resolved within thirty (30) days of informal negotiation, either Party may refer the dispute to mediation administered by a mutually agreed-upon mediator, with costs shared equally.

13.3 Arbitration

If mediation fails, the dispute shall be submitted to binding arbitration in accordance with the Arbitration Act of Manitoba (or the equivalent legislation in the Ally’s jurisdiction). The arbitration shall take place in Winnipeg, Manitoba, or at such other location as the Parties may agree. The decision of the arbitrator shall be final and binding.

13.4 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Manitoba and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

14. General Provisions

14.1 Entire Agreement

This Agreement, together with the Schedules attached hereto and the Privacy Policy, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, representations, warranties, and understandings.

14.2 Amendments

Road Ally Corporation may amend this Agreement from time to time by providing the Ally with thirty (30) days’ notice through the App, email, or other reasonable means. The Ally’s continued use of the Platform after the effective date of any amendment constitutes acceptance of the amended terms.

14.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

14.4 Waiver

The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party’s right to enforce that provision or any other provision in the future.

14.5 Assignment

The Ally may not assign or transfer this Agreement or any rights or obligations hereunder without Road Ally Corporation’s prior written consent. Road Ally Corporation may assign this Agreement freely in connection with a merger, acquisition, or sale of assets.

14.6 Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay results from causes beyond the Party’s reasonable control, including but not limited to natural disasters, pandemics, government actions, war, terrorism, labour disputes, or interruption of communications or power supply.

14.7 Notices

All notices under this Agreement shall be in writing and delivered to the addresses provided by each Party. Notices to Road Ally Corporation shall be sent to hello@roadally.co. Notices to the Ally shall be sent to the email address associated with the Ally’s Account. Notices are deemed received upon delivery for personal or courier delivery, and upon transmission for email.

14.8 Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months following termination, the Ally shall not directly or indirectly solicit, recruit, or hire any employee, contractor, or Ally of Road Ally Corporation, or encourage any such person to terminate their relationship with Road Ally Corporation.

14.9 Anti-Corruption and Compliance

The Ally shall comply with all applicable anti-corruption, anti-bribery, and anti-money laundering laws and shall not make or offer any improper payment in connection with this Agreement.

15. Execution

By tapping “I Accept” or by accessing or using the Platform as an Ally, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement.

Digital acceptance through the Road Ally Corporation App constitutes a valid and binding electronic signature under the Personal Information Protection and Electronic Documents Act (PIPEDA), the Electronic Commerce and Information Act (Manitoba), and equivalent legislation in other Canadian provinces and US states.

If you do not agree to these terms, you may not use the Platform as an Ally. Your continued use of the Platform following any updates to this Agreement constitutes your acceptance of the revised terms.

Schedule A — Service Fees & Commission

This Schedule forms an integral part of the Ally Service Provider Agreement. Road Ally Corporation reserves the right to update this Schedule with thirty (30) days’ written notice.

A.1 Commission Rate

Road Ally Corporation shall retain a Commission at the applicable rate as published in the App from time to time, deducted from the total service fee charged to the Requester for each completed Service. The remaining balance, after deduction of the Commission, will be credited to the Ally’s Wallet.

A.2 Base Service Rates

The following are the base rates for each Service category. Actual fees charged to Requesters may vary based on distance, time of day, demand, and location surcharges:

Current base rates, fees, and payout amounts are displayed in the Ally section of the App and may be updated from time to time. The rates shown in the App at the time of each Service Request are the rates that apply to that transaction.

A.3 Tips

Tips provided by Requesters are passed through to the Ally in full and are not subject to Commission deduction.

A.4 Surge and Dynamic Pricing

Road Ally Corporation may implement dynamic pricing during periods of high demand. In such cases, the increased fee is shared between Road Ally Corporation and the Ally according to the applicable Commission rate.

A.5 Payout Methods and Timing

Payouts are made through the Ally’s connected payment method (bank account or equivalent) on file. Standard payouts are processed according to the payout schedule published in the App. Instant payout may be available for an additional fee as described in the App.

Schedule B — Insurance Requirements

This Schedule sets forth the minimum insurance coverage required of all Allies. Requirements may vary by jurisdiction and service type.

B.1 All Allies

• Valid automobile insurance meeting or exceeding the minimum legal requirements of the province or state in which the Ally operates
• Coverage must be active and in good standing at all times while the Ally is Online

B.2 Individual Allies — Personal Umbrella Liability

• Personal umbrella liability insurance policy with minimum coverage of $1,000,000 CAD (or USD equivalent)
• The umbrella policy must extend coverage beyond the Ally’s underlying automobile insurance and provide protection against third-party bodily injury and property damage claims arising from the provision of Services
• The Ally must obtain the umbrella policy from a licensed insurer in the Ally’s jurisdiction of operation prior to being activated on the Platform

B.3 Professional Allies — Additional Requirements

• Commercial general liability insurance with minimum coverage of $2,000,000 CAD (or USD equivalent)
• Garage liability insurance (for Allies operating from a fixed business location)
• On-hook towing liability (for Allies providing towing services)
• Workers’ compensation insurance (where required by law)

B.4 Proof and Renewal

Allies must upload current Certificates of Insurance to their Ally Account. Road Ally Corporation may request updated proof of coverage at any time. Failure to provide proof within seven (7) days of a request may result in suspension. The Ally must promptly notify Road Ally Corporation of any material change, lapse, or cancellation of coverage.

Schedule C — Acceptable Use Policy

Violation of this Acceptable Use Policy may result in immediate suspension or permanent deactivation of the Ally’s Account.

C.1 Platform Integrity

The Ally shall not use the Platform for any unlawful purpose, nor shall the Ally facilitate or participate in any activity that undermines the trust, safety, or integrity of the Road Ally Corporation community.

C.2 Prohibited Activities

Without limiting the generality of the foregoing, the following activities are expressly prohibited:

• Creating multiple Ally Accounts or operating under a false identity
• Accepting Service Requests on behalf of another person or allowing another person to use the Ally’s Account
• Manipulating ratings, reviews, or feedback through fake accounts, incentives, or coercion
• Colluding with other Allies or Requesters to manipulate pricing, surge conditions, or platform metrics
• Scraping, harvesting, or extracting data from the Platform for commercial or competitive purposes
• Interfering with the operation of the Platform, including by introducing malware, viruses, or harmful code
• Photographing or recording Requesters without their explicit consent
• Soliciting Requesters for off-platform transactions or services

C.3 Safety

The Ally shall immediately report any safety incidents, accidents, or threatening behaviour to Road Ally Corporation and, where appropriate, to local law enforcement. The safety of Requesters and Allies is the highest priority.

C.4 Compliance

The Ally shall comply with all applicable federal, provincial/state, and municipal laws, regulations, bylaws, and ordinances in the jurisdictions in which they operate, including but not limited to vehicle safety standards, environmental regulations, and consumer protection laws.

— End of Agreement —

Questions about this Agreement? Contact hello@roadally.co.

Road Ally Corporation
Winnipeg, MB, Canada