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Peaceful Media LTD Services Agreement
(Last Updated: September 25, 2021)

The terms of the following Services Agreement (Agreement) constitute an agreement between you and Peaceful Media LTD (Company) governing the services you provide to Company in various capacities including as a delivery network courier (Courier) or other role as may be offered by Company from time to time (collectively, Company Services) on an independent contractor basis.
Please read the terms of this agreement carefully. By signing or clicking on the I agree or similar button, you expressly represent that (1) you have read, understand, and agree to be bound by the terms and conditions of this agreement, (2) you are of legal age to form a binding contract with Company, (3) you have the authority to enter into the agreement personally or on behalf of the company you represent and to bind that company to the agreement; and (4) you are legally authorized to work in Canada.


The Company maintains an online-enabled application and platform used to facilitate delivery services to Customers (Customers) by Couriers. Company Services are ancillary to Company's core online delivery network platform business.

Your Relationship with Company

In performing the Company Services, you acknowledge and agree that you and Company are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Company agree that nothing in this Agreement should be construed to create (1) an employer-employee relationship or (2) a joint venture, franchisor-franchisee, partnership or agency relationship, or (3) any other relationship other than that of an independent contractor between you and Company. You have no authority to bind Company, and you will not undertake to represent yourself as an employee, agent or authorized agent of Company.
Company does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Company Services.
You retain the sole right to determine when, where, and for how long you will perform Company Services. In addition, subject to the limitations set forth herein, you can determine the method, details, and means of performing the Company Services, including whether you engage your own employees or contractors to assist you with the provision of Company Services. You acknowledge and agree that (i) you have no authority to enter into any agreement or contract that binds Company or creates
obligations on the part of Company, and (ii) you are not eligible for any Company employee benefits. With the exception of any permit/license rule or other legal requirements, Company shall have no right to require you to: (i) display Company's names, logos or colors, or (ii) wear a uniform or any other clothing displaying Company's names, logos or colors. Any limited exceptions to this provision, will be stated below. You acknowledge and agree that you have complete discretion to provide Company Services or otherwise engage in other business or employment activities with other companies.

Payment for Your Services

You will pay all applicable federal, provincial and local taxes based on your provision of Company Services and any payments received by you. You understand Company will not withhold or make payments for Canada Pension Plan, Employment Insurance benefits contributions, federal or provincial income tax or obtain Workers' Compensation insurance on your behalf. You agree to indemnify, defend and hold Company harmless from any liability for any breach of this Agreement by you, or any liability for or assessment of, any claims or penalties or interest with respect to such taxes or other amounts required to be paid under applicable statutes and regulations in relation to the Company Services.
If applicable (for example, if you earn at least CAD $500 in any calendar year from Company), Company will report fees paid to you for the Company Services by filing a T4A slip with the Canada Revenue Agency, as required by law.

Your Responsibility for Prohibited Activities

While providing Company Services, you agree that you will be solely responsible for the consequences of:
any damage to Company property (Company Property);
any damage or injury to yourself or third parties;
entering any private or public property for which you do not have full authorization to enter;
failing to follow the protocol or rules of any particular jurisdiction in which you may be performing Company Services (e.g., particular local regulations, rules governing public or private property, etc.);
performing Company Services in an unsafe, unprofessional, or unworkmanlike manner, including while under the influence of alcohol or other legal or illegal drug;
any damage, depreciation, and/or wear and tear to your tools or personal property;
violating any law, statute, rule, permit, ordinance or regulation;
although you may hire contractors or employees to assist you, you are responsible for anyone who may use, charge, or take possession of the Company Property while under your control while providing any Company Services;
manipulating your provision of Company Services in order to maximize your payments under Agreement;
providing false or misleading information to the Company or its Customers in the provision of Company Services;
colluding, gaming the rules governing Company Services, or otherwise attempting to defraud Company in the provision of Company Services; and
causing any third party to engage in the restricted activities above. Additionally, you agree to notify Company immediately, in writing, of any contractual breaches listed above, or of a similar nature, before providing any further services under this Agreement.


You are solely responsible for all of your own transportation, equipment, insurance and any expenses that you incur in connection with the Company Services.
While you are providing any Company Services, you may be engaged in commercial activity. Your private passenger automobile or personal insurance policies might not provide coverage for you, depending on the terms of your policy. You are responsible for maintaining adequate insurance coverage to cover losses incurred during your commercial activity.

Lost or Stolen Company Property

If you do not return any Company Property at the conclusion of your Company Services, Company reserves the right to pursue any and all remedies available to it for the recovery of such Company Property, including forfeiture of any deposit, charging you for the replacement cost of the Company Property plus an administrative fee, or pursuing other civil or criminal remedies that may involve local law enforcement.
You agree that the data generated by Company's systems is conclusive evidence of the locations and/or the timing of your provision of Company Services. You agree to report any perceived malfunctioning of the Company's mobile application (App) immediately.

Intellectual Property

All intellectual property rights in the Company App shall be owned by Company absolutely and in their entirety. These rights include database rights, copyright, design
rights (whether registered or unregistered), trademarks (whether registered or unregistered), information regarding Company's business operations, processes, contracts, Customers, the contents of the App and how the App functions, and the contents of any communications from Company to you, and other similar rights wherever existing in the world together with the right to apply for protection of the same (Intellectual Property Rights). All other trademarks, logos, service marks, company or product names set forth in the Company App are the property of their respective owners.

Confidential Information

During the course of providing Company Services under this Agreement, you may be provided with and/or granted access to Confidential Information (as defined below). You shall not use any Confidential Information for any purpose other than as necessary to provide Company Services. You agree to use reasonable care to protect the confidentiality of the Confidential Information. If you are compelled by law to disclose Confidential Information, you shall provide Company with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if Company wishes to contest the disclosure. If you disclose or use (or threaten to disclose or use) any Confidential Information in breach of this paragraph, Company shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts. You specifically acknowledge that any other available remedies are inadequate.
Confidential Information includes, but is not limited to: Intellectual Property Rights, nonpublic information in any form including without limitation technology, data, plans, projects, drawings, schematics, standard operating procedures, know-how, client and/or vendor lists, employee and other personnel information, proposals, contracts, reports, photographs, video recordings, audio recordings, and work space inside and outside of buildings.


You agree to strictly comply with the terms of this Agreement. You agree to be solely responsible for all liabilities resulting from your failure to do so, including but not limited to, loss or damage to any persons or property resulting from such failure.
You will defend, indemnify, and hold Company including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable legal fees and expenses) relating to or arising out of this Agreement and your performance of Company Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including any employee or contractor you may engage
to assist you with the provision of Company Services; (3) any allegation that any information you pass along to Company infringes or otherwise violates the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) your ownership, use or operation of a Company Scooter, or any vehicle used in the performance of Company Services; and/or (5) any other activities in connection with the Company Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

Limitation of Liability

In no event will Company, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders (the Company Parties), be liable to you for any incidental, special, exemplary, punitive, consequential, or indirect damages (including damages for deletion, corruption, loss of data, loss of programs, failure to store any information or other content maintained or transmitted by the Company App, service interruptions, or for the cost of procurement of substitute services) arising out of or in connection with the Company App, the Company Services, or this Agreement, however arising including negligence, even if we or our agents or representatives know or have been advised of the possibility of such damages.
You understand and agree that at all times all Company Property are owned by and remain the property of Company.
The Company App, Company Property, and any other Customer property provided to you by Company or in conjunction with your Company Services are provided to you as is and any use of the App, Company Property, or Customer property are at your own risk. Company disclaims all warranties, whether express, implied, or statutory, including without limitation, any implied warranties of title, non-infringement, merchantability, or fitness for a particular purpose.
You agree that Company will not be responsible for any loss or damage to you or any third parties arising from or related to the App, Company Property, or Customer property. In no event will Company be liable for any lost profits, lost or incorrect data, or loss of use in connection with the use of the App, Company Property, or any other Customer property provided by Company or in connection with any other claim arising from this Agreement, even if Company has been advised of the possibility of such damages. The maximum liability of Company arising out of or in any way connected to this Agreement shall not exceed CAD $100.
You may not use, export, import, or transfer the App, Company Property, or Customer property, except as authorized by Company in writing and by Canada law, the laws of the jurisdiction in which you obtained the foregoing, and any other applicable laws.

Modification of the Agreement

Please note that the Agreement is subject to change by Company in its sole discretion at any time. When material changes are made, Company will make a new copy of the Agreement available within the Company App. Company will also update the date at the top of this Agreement. Any modifications to the Agreement shall be binding on you upon your acceptance of the modified Agreement. You will not be able to continue to provide services to Company if you do not accept such modifications.

No Assignment of Rights

You may not assign any of your rights under this Agreement without prior written consent of Company. Absent any such prior written consent, any attempted assignment hereunder shall be null, void, and have no effect.


Any waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Any delay or forbearance by Company in exercising any right hereunder shall not be deemed a waiver of that right.


All notices to Company under this Agreement shall be in writing, and will be deemed given when personally delivered, when sent by prepaid certified or registered mail with return receipt requested, or when sent by a recognized delivery service to Company at 300-9200 Glenlyon Parkway, Burnaby, British Columbia V5J 0B3.

Term and Termination

This Agreement may be terminated: a) by either party, without cause, upon seven (7) days' prior written notice to the other party; or b) by either party immediately, without notice, upon the other party's material breach of this Agreement. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to Company's satisfaction, Company may choose not to permanently terminate this Agreement. In addition, Company may terminate this Agreement or deactivate your account immediately in the event Company has the good-faith belief that such action is necessary to protect the safety of Company, the Company community or third parties, or to promote the operations of Company's business. The provisions regarding Intellectual Property, Indemnity and Confidential Information shall survive any termination or expiration of this Agreement.

Binding Arbitration and className or Collective Action Waiver


Initial Dispute Resolution

Support is available via the Company App to address any concerns you may have regarding your provision of Company Services and/or this Agreement. The parties shall use their best efforts through this support process to settle any dispute, claim, question, or disagreement and engage in good faith negotiations which shall be a condition to either party initiating a lawsuit or arbitration.

Binding Arbitration

If the parties do not reach an agreed upon solution within a period of 30 days from the time informal dispute resolution under the Initial Dispute Resolution provision is initiated, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to Company Services, this Agreement, and the parties' relationship with each other shall be finally and exclusively resolved by binding arbitration administered by ADR Institute of Canada, or alternatively a mutually agreed upon arbitrator or arbitration service, under the applicable commercial arbitration rules for ADR Institute of Canada or the mutually agreed upon arbitration service, excluding any rules or procedures governing or permitting className actions. The language of the arbitration shall be English.
The arbitrator, and not any federal, provincial or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to any claim that all or any part of this Agreement are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Company will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, Company will pay all of the actual filing and arbitrator fees for the arbitration, provided your claim does not exceed CAD $35,000. The arbitration rules also permit you to recover attorney's fees in certain cases. The parties understand that, absent this mandatory
provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.


The arbitration will take place in the province in which you provided the majority of Company Services at issue in the arbitration.

className or Collective Action Waiver

The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a className action or other collective action, and the parties expressly waive their right to file a className action or seek relief on a className or collective basis. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR className MEMBER IN ANY PURPORTED className OR COLLECTIVE PROCEEDING.

Litigation of Intellectual Property

Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring an action in provincial or federal court to protect its Intellectual Property Rights, including patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights.

Changes to this Section

Company will provide prior written notice of any material changes to this section. Changes will become effective only after prior written notice and will apply prospectively only to any claims arising after the notice period.
For any dispute not subject to arbitration you and Company agree to submit to the personal and exclusive jurisdiction of and venue in the federal and provincial courts located in British Columbia, Canada. You hereby waive any and all jurisdictional and venue defenses otherwise available.


This Agreement shall be governed, construed and interpreted in accordance with the laws of the province in which you provided the Company Services at issue in the arbitration.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, then (i) such provision shall be excluded from this Agreement, (ii) the remainder of the Agreement shall be interpreted as if such provision were so excluded and (iii) the remainder of the Agreement shall be enforceable in accordance with its terms.
This Agreement is the final, complete and exclusive agreement between you and Company with respect to the subject matter hereof and supersedes any prior agreements or discussions.
If you have any questions regarding this Agreement, please contact the Company through Dingtalk app.

Courier Services Addendum

The following addendum applies to your Courier Services, and should be read in conjunction with the general terms and conditions set forth above.

Your Provision of Courier Services for Company

You will provide Courier Services for the Company in the Province of British Columbia.
Courier Services involve the delivery of Product (unopened and in the same condition received) from the Restaurant to the Customer at a location of the Customer's choosing. You will have discretion and independence in determining how to successfully perform the Courier Services.
You will be paid an agreed-upon Service Fee for the successful completion of Courier Services. The Service Fee may vary based on market conditions, however, you will be notified of the agreed-upon Service Fee prior to performing the Courier Service. The Company has sole discretion in making reasonable changes to the Services Fee based on market conditions. You will be notified of any changes to the agreed-upon Service Fee. Your continued provision of Company Service after such notification constitutes your agreement to such changes. If you do not agree with such changes, you may terminate this Agreement pursuant to the terms of this Agreement.
You will be paid on a biweekly basis. If the payment date falls on a statutory holiday, the payment will be postponed to the next business day.
Prior to providing any Courier Services, you will demonstrate that you may perform Courier Services in a lawful manner, by providing proof of a valid driver's license and any legally required auto insurance, in addition to that provided by the Company below.
The Company reserves the right to recover contractual penalties from Services Fees, up to and including the amount of the Service Fees, if it determines that you have been engaging in colluding, gaming the rules governing Company Services, or otherwise attempting to defraud Company in the provision of Company Services.
You will receive enhanced Service Fees for using Company branded warming boxes, wearing Company apparel, and/or displaying the Company logo on your vehicle.
If you elect to use a Company branded warming box, decals/stickers with the Company branded logo and Company apparel, you will post a CAD $200 deposit, which will be returned when you return the warming box, decals/stickers and Company apparel in good condition.
You may keep tips and gratuities received from a Customer, however, you agree not to solicit or request tips from Customers. You acknowledge and agree that the Service Fee is the full contractual payment for your Courier Services, and that Customer tips and gratuities, if any, should be provided by the Customer voluntarily and without solicitation from you. The Company reserves the right to recover contractual penalties at its discretion, up to and including the Service Fee, for any Customer complaints regarding solicitation of tips and gratuities.
You agree that the data generated by the Company's systems is conclusive evidence of the location and timing of your provision of Company Services.
Flexible Work Schedule -- you may choose your days, times of day, and hours of work.
Freedom to Reject Service Request -- you may choose your deliveries.
Freedom to Contract with a Competitor -- you may perform courier services for a competitor.
Freedom to Pursue Other Work -- you may work in other lawful occupations or businesses.
Service Agreement -- the Company Services Agreement may be terminated by you or the Company according to its written terms. You may appeal the Company's decision to terminate the Agreement through the Initial Dispute Resolution provision in the Company Services Agreement.
Antidiscrimination and Public Safety -- the Company prohibits unlawful discrimination, harassment, or retaliation and will provide its harassment policy to you through the Company's website.
Zero Tolerance for Drugs and Alcohol -- the Company will promptly suspend any Courier for operating under the influence of drugs or alcohol.

Representations, Warranties, and Agreements

By providing Courier Services, you represent, warrant, and agree that:
you are providing Courier Services as an independent contractor, and that your relationship with the Company is commercial in nature and not an employment relationship;
you are free from the control and direction of the Company in performing Courier Services;
the Company is a technology company, and Courier Services are outside the usual course of the Company's business;
you are customarily engaged in providing services, similar or identical to Courier Services, to other companies/individuals in similar or identical businesses, some of which may compete with Company, as part of an independently established trade, and Company is not your only Customer/client for Courier Services; and
you have the legal right, and are in compliance with all legal requirements, to provide Courier Services.








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