TERMS AND CONDITIONS

Last updated: November 1st, 2023

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THESE TERMS AND CONDITIONS (“AGREEMENT”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND THE PROJECT GARAGE INC. (“THE COMPANY”, “THE PROJECT GARAGE,” “WE,” “US,” OR “OUR”). THE AGREEMENT, TOGETHER WITH ANY DOCUMENTS AND/OR ADDITIONAL TERMS THAT THE AGREEMENT EXPRESSLY INCORPORATES BY REFERENCE (COLLECTIVELY, THE “TERMS AND CONDITIONS”) GOVERN YOUR ACCESS TO AND USE OF ANY CONTENT, FUNCTIONALITY, AND SERVICES OFFERED ON OR THROUGH WWW.THEPROJECTGARAGE.CA (THE “WEBSITE”).  

Acceptance of this Agreement The Project Garage uses its online marketplace platform (the “Platform”), using web-based technology, to connect individuals engaging in home improvement projects (“DIYs”), and independent professional trades people from a variety of skilled trades (“Contractors”). The Company connects DIYs to Contractors so that Contractors can assist DIYs with household improvement projects by providing advice and guidance either virtually or over the phone. Once a request for assistance by a DIY is made, Contractors are notified that an opportunity is available, and The Project Garage uses its Platform to facilitate the delivery of services by a Contractor to the DIY. The Company is not a general contractor, project manager, skilled trades person/entity, or any other entity or individual generally held to be in the business of providing professional assistance, advice or services in the construction or trades industry.

  If you access the Website, or install or use any other technology supplied by The Project Garage (“Technology”), or access any information, function, or service available or enabled by The Project Garage (each, a “Service” and collectively, the “Services”), or complete The Project Garage’s account registration process, you, your heirs, assigns, and successors ( collectively, “you” or “your”) hereby represent and warrant that:

a) you have read, understand, and agree to be bound by this Agreement.

b) you are of legal age in the jurisdiction in which you reside to form a binding contract with The Project Garage (the “Minimum Age”); and

c) you have the authority to enter into the Agreement personally and, if applicable, on behalf of any organization on whose behalf you have created an account and to bind such organization to the Agreement.


The terms “User” and “Users” refer to all individuals and other persons who access or use the Services, including both DIY and Contractors, and including, without limitation, any organizations that register accounts or otherwise access or use the Services through their respective representatives. Except as otherwise provided in this Agreement, if you do not agree to be bound by the Agreement, you may not access or use The Project Garage’s Services.

 

1. Modifications


Subject to Section 11(h) of this Agreement, The Project Garage reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Technology or Services at any time, effective upon posting of an updated version of this Agreement through the Services. You should regularly review this Agreement, as your continued use of the Technology or Services after any such changes constitutes your agreement to such changes.

  2. Additional Terms and Policies


By using the Technology or Services, you agree to be bound by this Agreement and acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with The Project Garage’s Privacy Policy: https://www.theprojectgarage.ca/privacy-policy, which is incorporated in this Agreement by reference. Certain features of our Services may be subject to additional terms and conditions, which to the extent permitted by applicable law are incorporated herein by reference.

You are responsible for understanding and complying with any laws, rules, regulations, and contracts with third parties that apply to your use of the Services and the Technology. For example, certain home improvement tasks may require permits or licenses in certain jurisdictions or may require certain certified professionals to actually carry out any work. It is your responsibility to check the laws and regulations in your jurisdiction to learn which laws and regulations apply to you. Any information provided by The Project Garage related to legal or quasi-legal requirements is provided by The Project Garage for informational purposes only. You should independently confirm your obligations and seek independent legal advice if you are unsure about how the laws and regulations in your jurisdiction apply to you.

  3. Rules and Prohibitions


By using the Services, you agree that:

  (a) You will only use the Services for lawful purposes; you will not use the Services for sending or storing any unlawful material or for deceptive or fraudulent purposes; and you will not engage in conduct or upload material that is that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in The Project Garage's sole discretion.


(b)You will not use the Services for any activity involving stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws, regulations, or code.


(c) You will not in any manner violate any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and Conditions and our Privacy Policy.


(d) You will only access the Services using means explicitly authorized by The Project Garage.


(e) You will not use another User’s account, impersonate any person or entity, or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Services.


(f) You will not use the Services to cause nuisance, annoyance, or inconvenience.


(g) You will not use the Services, or any content accessible through the Services, for any commercial purpose, including but not limited to contacting, advertising to, soliciting or selling to, any User, unless The Project Garage has given you prior permission to do so in writing.

(h) You will not copy or distribute the Technology, or any content displayed through the Services, including Contractor reviews, for republication in any format or media.

(i) You will not compile, directly or indirectly, any content displayed through the Services except for your personal, non-commercial use.


(j) The information you provide to us when you register an account or otherwise communicate with us is accurate, you will promptly notify us of any changes to such information, and you will provide us with whatever proof of identity we may reasonably request.


(k) You will keep secure and confidential your account password or any identification credentials we provide you which allows access to the Services.


(l) You will use the Technology and Services only for your own use and will not directly or indirectly resell, license, or transfer the Technology, Services or content displayed by the Services to a third party.


(m) You will not use the Services in any way that could damage, disable, overburden, or impair any of The Project Garage’s servers, or the networks connected to any of The Project Garage’s servers.


(n) You will not attempt to gain unauthorized access to the Services and/or to any account, resource, computer system, and/or network connected to any of The Project Garage’s servers.


(o) You will not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures that The Project Garage may use to prevent or restrict access to the Services or use of the Services or the content therein.


(p) You will not deep-link to The Project Garage website or access The Project Garage website manually or with any robot, spider, web crawler, extraction software, automated process and/or device to scrape, copy, index, frame, or monitor any portion of The Project Garage website or any content on The Project Garage website.


(q) You will not conduct any systematic retrieval of data or other content from the Services.


(r) You will not try to harm other Users, The Project Garage, or the Technology or Services in any way whatsoever.


(s) You will report any errors, bugs, unauthorized access methodologies or any breach of our intellectual property rights that you uncover in your use of the Services.


(t) You will not attempt to undertake any of the foregoing.


  4. Contractors and DIYs Are Independent


You understand and agree that The Project Garage provides a service of connecting DIYs with independent third party Contractors who provide advice related to home improvement projects and others that provide the products offered through the Services. You acknowledge and agree that The Project Garage does not itself offer any professional advice or services related to home improvement projects, construction, or any other skilled trade, and has no responsibility or liability for the acts or omissions of any Contractor. The Project Garage provides a service of facilitating the transmission of requests for assistance by DIYs to be received by Contractors who then provide advice and guidance in their professional capacities to DIYs. The Project Garage will not assess or guarantee the suitability, legality insurance coverage or ability of any Contractor. DIYs agree that The Project Garage is not responsible for the Contractors’ advice or the safety thereof and does not verify Contractors’ compliance with applicable laws or regulations. The Project Garage has no responsibility or liability for acts or omissions by any Contractor. The Contractor will be responsible for remitting all applicable taxes and levies for which the Contractor may be liable at law in respect of any payments to it from DIYs or The Project Garage. To the extent that The Project Garage is required by any applicable law or order to withhold any sum from a payment, The Project Garage will be entitled to do so.

   5. User Account


You will be required to register for an account to use the Services. Registration for your User account will be done through The Project Garage’s website. The Project Garage will collect certain information from prospective Users during the registration process, and such information may differ based on the type of account that a prospective User is registering for. You must provide accurate, current, and complete information during the registration process and at all other times when you use the Services, and to update the information to keep it accurate, current, and complete. You are the sole authorized user of any account you create through the Services. You are solely and fully responsible for all activities that occur under your password or account. You agree that you shall monitor your account to prevent use by minors, and you will accept full responsibility for any unauthorized use of your password or your account. You may not authorize others to use your User status, and you may not assign or otherwise transfer your User account to any other person or entity. Should you suspect that any unauthorized party may be using your password or account, you will notify The Project Garage immediately. The Project Garage will not be liable, and you may be liable, for losses, damages, liability, expenses, and fees incurred by The Project Garage or a third party arising from someone else using your account, regardless of whether you have notified us of such unauthorized use. If you provide any information that is untrue, inaccurate, not current, or incomplete, or The Project Garage has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, The Project Garage has the right to suspend or terminate your account and refuse any and all current or future use of the Technology or Services (or any portion thereof). You agree not to create an account or use the Technology or Services if you have been previously removed by The Project Garage, or if you have been previously banned from use of the Technology or Services.

b) Conditional Approval Status of a Contractor Account

By signing up, Contractors are granted a conditional approval status on the Platform. The conditional approval indicates that their credentials are undergoing verification, which The Project Garage diligently strives to complete within 2 business days. It is important to note that any discrepancy or inconsistency found in their provided information may result in the temporary suspension, removal, or permanent ban of their listing from the Platform. The Project Garage prioritizes maintaining a trustworthy environment for Users and takes necessary actions to ensure the accuracy and validity of professional profiles.  

  6. User Content


(a) User Content.


The Services may contain interactive functions including but not limited to applications, chat rooms, e-mail, message boards, personal or interest group pages, profiles, forums, bulletin boards, User ratings, reviews, etc. (collectively, “Interactive Functions”). Any content created by any User by way of any Interactive Function is User Content (“User Content”). You represent and warrant that you are the owner of, or otherwise have the right to provide, all User Content that you submit, post and/or otherwise transmit through the Technology or Services. You hereby grant The Project Garage a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sub-licensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use the User Content in connection with The Project Garage’s business and in all forms now known or hereafter invented (“Uses”), without notification to and/or approval by you. You further grant The Project Garage a license to use your username and/or other User profile information, including without limitation your ratings history, to attribute User Content to you in connection with such Uses, without notification or approval by you. You agree that this license includes the right for other Users to access and use your User Content in conjunction with participation in the Services and as permitted through the functionality of the Services. For further clarity, the license granted to The Project Garage herein shall survive termination of the Services or your account. The Project Garage reserves the right in its sole discretion to remove or disable access to any User Content from the Services, suspend or terminate your account at any time, or pursue any other remedy or relief available under equity or law if you post any User Content that violates this Agreement or we consider to be objectionable for any reason, in our sole discretion. You agree that The Project Garage may monitor and/or delete your User Content (but does not assume the obligation) for any reason in The Project Garage’s sole discretion. The Project Garage may also access, read, preserve, and disclose any information as The Project Garage reasonably believes is necessary to: (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to User support requests, or (v) protect the rights, property or safety of The Project Garage, its Users and the public.

  (b) Feedback.


You agree that any submission of any ideas, suggestions, and/or proposals to The Project Garage through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that The Project Garage has no obligations (including without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback and you hereby grant to The Project Garage a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sub-licensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use such Feedback.

  (c) Ratings and Reviews.


To the extent that you are asked to rate and post reviews of Users or other businesses (“Ratings” and “Reviews”), such Ratings and Reviews are considered User Content and are governed by this Agreement. Ratings and Reviews are not endorsed by The Project Garage and do not represent the views of The Project Garage or its affiliates. The Project Garage shall have no liability for Ratings and Reviews or for any claims for economic loss resulting from such Ratings and Reviews. Because we strive to maintain a high level of integrity with respect to Ratings and Reviews posted or otherwise made available through the Services, you agree that: (i) you will base any Rating or Review on first-hand experience with the User or business; (ii) you will not provide a Rating or Review for any User or business for which you have an ownership interest, employment relationship or other affiliation or for any of that company’s competitors; (iii) you will not submit a Rating or Review in exchange for payment, free items, or other benefits from a User or business; and (iv) your review will comply with the terms of this Agreement. If we determine, in our sole discretion, that any Rating or Review could diminish the integrity of the Ratings and Reviews or otherwise violates this Agreement, we may remove such User Content without notice.

  7. Communications with The Project Garage


By creating an account with The Project Garage, you agree to accept and receive communications from The Project Garage, Users, or third parties providing services to The Project Garage including via email, text message, calls, and push notifications to the cellular telephone number you provided to The Project Garage. You understand and agree that you may receive communications generated by automatic telephone dialing systems and/or which will deliver pre-recorded messages sent by or on behalf of The Project Garage, its affiliated companies and/or Users, including but not limited to communications concerning requests for assistance placed through your account on the Services. Message and data rates may apply.

  8. Intellectual Property Ownership


You understand and agree that The Project Garage alone (and its affiliates and licensors where applicable) own all right, title and interest, in all intellectual property rights including, without limitation, copyright, trademarks, patents, trade secrets, and any other proprietary rights in the Technology and the Services, including but not limited to all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangements. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Technology or the Services, or any intellectual property rights owned by The Project Garage. The Project Garage name, all related names, logos, and product and service names associated with the Technology and Services are trademarks of The Project Garage or third parties, and no right or license is granted to use them. You agree that you will not directly or indirectly reproduce, remove, alter or obscure, create derivative works, publicly display, compile for an internal database, distribute, download, store or transmit any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Technology or the Services.


 9. Delivery of Services and Rates


(a) The Project Garage will facilitate Contractors providing Services to DIYs via calls (“Calls”). When a DIY engages a Contractor through the Website, the DIY will be prompted to choose a Call length from a selection of pre-determined time blocks ranging from 15, 30, 45 and 60 minutes or longer. The price of a Call will increase or decrease based on the length of the Call that the DIY selects (the “Call Fees”) The first 15 minutes are a flat rate and will be charged as 15 minutes regardless of shorter length, but following those 15 minutes, the calls will be billed to the minute of the call length. The Calls between DIYs and Contractors will be capped at the maximum length of the Call selected. Should the call get near the booked length, if there is availability for the call to be extended, a message will appear, and both the DIYer and the contractor may or may not agree to elongate the call for additional cost. Calls will be conducted through a third party service provider, which may include www.twilio.com or another third party providing similar services, in the sole discretion of The Project Garage.  The Project Garage will make, or cause to be made, an audio recording of each Call which will be saved to The Project Garage’s internal database.  Each User acknowledges and consents to the Calls being recorded.  Each User further acknowledge that all intellectual property rights in the Calls belong solely to The Project Garage.  Any use of the Calls by The Project Garage will be subject to the terms and conditions of The Project Garage’s Privacy Policy.


(b) Rates for Calls are determined by individual Contractors and are displayed on The Project Garage’s website.  You understand that: (i) the prices displayed through the Services may differ from Contractor to Contractor and may differ from the prices offered or published by Contractors for the same services elsewhere and that such prices may not be the lowest prices at which the Contractors’ services and advice are provided; (ii) The Project Garage has no obligation to itemize its costs, profits or margins when publishing such prices; and (iii) each Contractor reserves the right to change such prices at any time, at its discretion. 


(c) Contractor’s use of the Services will be based on a 15% rake fee taken by The Project Garage from the revenue generated from the Call Fees (the “Service Fee”).  The Project Garage may at any time change the fee structure in its sole discretion by providing thirty (30) days prior written notice to the Contractor. The Project Garage uses www.tiplati.com for the payout process and any and all fees associated with payouts will be passed on to the contractor.


(d) The Project Garage will charge an application fee of $0 plus tax to create a DIYer account and an application fee of $0 plus tax to create a Contractor account (the “Application Fee”).  The Application Fee is non-refundable and will be retained by The Project Garage regardless of whether or not the account is granted.  Granting of the account shall be at the sole discretion of The Project Garage.  The Project Garage will endeavor to complete the vetting process within 2 business days of submitting an application.


(e) The Project Garage will be vetting contractors after the payment of the Application Fee, and the vetting shall consist of the following:


-confirmation of the Contractors identity

-confirmation of any and all education and credentials if possible

-verification of provided insurance information if applicable, including provider, policy number, type of insurance and validity.

-checking of all open-source information, reviews, websites, social media, pertaining to the applicant

-all sources of information in relation to memberships in professional associations not limited to Business Improvement Associations and Chambers of Commerce

-any open source information in relation to professional designations such as red seal and BCIN


Should any information not be able to be independently verified, it shall not be included in the listing of the Contractor except in the case that the credential is grandfathered and can be verified by other means.  False information is sufficient grounds to discontinue the vetting process and deny an account.

Accounts can be randomly audited at any time to confirm the continued veracity of the information.

The Contractor can ‘nap’ their account at any time, but in the event that the account is napped for a period of longer than 12 months, The Project Garage reserves the right to cancel the account and the Contractor will have to reapply.


 10. Payment Terms


(a) Payments by DIYs to Contractors


The Project Garage utilizes an online payment service (“Online Payment Service”) to facilitate payments of Call Fees from DIYs to Contractors. The Project Garage also utilizes a third party payment provider (the “Payment Provider”) which is currently www.stripe.com to operate its Online Payment Service.  Users are required to make an account with the Payment Provider in order to facilitate the payment of Call Fees from the DIYs to the Contractors.  Payments are made subject to the terms and conditions of the Payment Provider (collectively, the “Payment Provider Terms and Conditions”). The Project Garage does not accept any responsibility or liability for the Payment Provider Terms and Conditions and strongly recommends that you read them before completing your transaction.  To ensure proper payment, all Users are responsible for providing and maintaining accurate contact and payment information associated with the Payment Provider.  DIYs agree that they will be required to pay the total price of the posted rate for Calls plus applicable taxes, and that such payments will take place after each Call, in accordance with this Section 10.  The payouts to the contractors minus the rake fee indicated in section 9 paragraph C will be made through www.tiplati.com, and contractors are required to create an account with this provider in order to facilitate these payouts.  The Project Garage does not accept any responsibility or liability for the Payout Processor Terms and Conditions and strongly recommends that you read them before completing your transaction.  As indicated in Section 9, Payout Processing fees will be passed onto the contractor. 


(b) Payments by Contractors to The Project Garage.


The Project Garage will send invoices to Contractors each month for the prior month’s fees and collect Service Fees through the Payment Provider.  The Contractor agrees, as a condition of use of the Services, to create an account with the Payment Provider to facilitate such automatic payments.  Payments are made subject to the Payment Provider Terms and Conditions. The Project Garage does not accept any responsibility or liability for the Payment Provider Terms and Conditions and strongly recommends that you read them before making an account with the Payment Provider.  

  (c) No Refunds.


Charges paid by you for completed and delivered Services are final and non-refundable. Neither The Project Garage nor the Contractors have an obligation to provide refunds or credits.

  (d) Cancellation Policy


DIYs can cancel a Call at any time up until the start time of the Call.  DIYs will be charged the 15 minute flat rate fee if they do not join the Call or cancel prior to the commencement of the Call.  Contractors will stay on the Call for up to 5 minutes before the Call is cancelled.


 11. Dispute Resolution

(a) Scope of Mutual Arbitration Provision.


You agree that any dispute or claim relating in any way: to your access or use of the Technology or Services, to any advertising or marketing communications regarding The Project Garage or the Services, to any products or services sold or distributed through the Services that you received as a User, or to any aspect of your relationship or transactions with The Project Garage as a User will be resolved by binding arbitration, rather than in court, except as otherwise required by law or as otherwise provided in this “Mutual Arbitration Provision.” Either you or The Project Garage may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual.

  CASES MAY BE FILED IN THE FUTURE THAT ATTEMPT TO ASSERT CLASS ACTION CLAIMS, AND BY ACCEPTING THIS MUTUAL ARBITRATION PROVISION YOU ELECT NOT TO PARTICIPATE IN SUCH CASES.

  IF YOU AGREE TO ARBITRATION WITH THE PROJECT GARAGE, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST THE PROJECT GARAGE IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR

  (b) Informal Resolution.


You and The Project Garage agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and The Project Garage therefore agree that, before either you or The Project Garage demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this Mutual Arbitration Provision. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of its, his, or her intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify The Project Garage that you intend to initiate an informal dispute resolution conference, email [email protected] providing your name, telephone number associated with your The Project Garage account (if any), the email address associated with your The Project Garage account, and a description of your claim. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

  (c) Arbitration Rules and Forum.


This Mutual Arbitration Provision is governed by the Arbitration Act (New Brunswick) and ADR Institute of Canada, Inc.’s Arbitration Rules (https://adric.ca/case-administration-services/) (“ADRIC Rules”) as applicable, in all respects except as otherwise expressly agreed herein. Before a party may begin an arbitration proceeding, that party must send notice of an intent to initiate arbitration and certify completion of the informal dispute resolution conference pursuant to paragraph 11(b). If this notice is being sent to The Project Garage, it must be sent by email to the counsel who represented The Project Garage in the informal dispute resolution process, or if there was no such counsel then by e-mail to Duncan Harvie at  [email protected]. Arbitration demands shall be filed with ADR Institute of Canada, Inc. (“ADRIC”) and shall be submitted in accordance with the ADRIC Rules and must include: (1) the name, telephone number, mailing address, and e-mail address of the party seeking arbitration; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy (any request for injunctive relief or attorneys’ fees shall not count toward the calculation of the amount in controversy unless such injunctive relief seeks the payment of money); and (4) the signature of the party seeking arbitration. Your demand for arbitration must also be delivered to Duncan Harvie at [email protected]. Notwithstanding anything to the contrary in the ADRIC Rules, the arbitration shall be heard by a single arbitrator (selected in accordance with the ADRIC Rules), who shall be a lawyer or former judge. The seat of the arbitration shall be Moncton, New Brunswick. The parties agree that the arbitration may proceed virtually, and the arbitrator has the discretion to order a virtual arbitration at the request of either party. Unless applicable law provides otherwise, you and The Project Garage shall pay equal shares of the applicable filing fees and other similar and usual administrative costs, as are common to both court and administrative proceedings. Further, you and The Project Garage shall pay equal shares of any additional costs uniquely associated with arbitration, such as payment of the costs of ADRIC and the Arbitrator, as well as room rental or technical assistance required to support a virtual arbitration. The current fee schedule under the ADRIC Rules is available at the following link: https://adric.ca/case-administration-services/. If ADRIC is not available to arbitrate, the parties will mutually select an alternative arbitral forum.

  (d) Arbitrator Powers.


The arbitrator, and not any federal or provincial court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Mutual Arbitration Provision including, but not limited to any claim that all or any part of this Mutual Arbitration Provision is void or voidable. All disputes regarding the payment of arbitrator or arbitration-organization fees including the timing of such payments and remedies for nonpayment, shall be determined exclusively by an arbitrator, and not by any court. The arbitration will decide the rights and liabilities, if any, of you and The Project Garage. Except as expressly agreed to in Section 10 of this Agreement, the arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the applicable rules of civil procedure governing such motions in the province in which you reside as at the effective date of this Agreement. Except as expressly agreed to in Section 10, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the substantive law of the Province of New Brunswick and the laws of Canada applicable therein. The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. The arbitrator’s decision is final and binding on you and The Project Garage.

  The arbitrator may also issue orders to protect the confidentiality of proprietary information, trade secrets, or other sensitive information. Subject to the discretion of the Arbitrator or agreement of the parties, any person having a direct interest in the arbitration may attend the arbitration hearing. The Arbitrator may exclude any non-party from any part of the hearing.

  (e) Waiver of Class or Consolidated Actions.


YOU AND THE PROJECT GARAGE AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS MUTUAL ARBITRATION PROVISION ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS MUTUAL ARBITRATION PROVISION MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER (“Arbitration Class Action Waiver”). Notwithstanding any other clause contained in this Agreement or the ADRIC Rules, any claim that all or part of this Arbitration Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that all or part of the Arbitration Class Action Waiver is unenforceable, the class, collective and/or representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Arbitration Class Action Waiver that is enforceable shall be enforced in arbitration. All other disputes with respect to whether this Mutual Arbitration Provision is unenforceable, unconscionable, applicable, valid, void or voidable shall be determined exclusively by an arbitrator, and not by any court. This provision does not prevent you or The Project Garage from participating in a class-wide settlement of claims.

  (f) No Effect on Independent Contractor Agreement.


NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS AGREEMENT SHALL SUPERSEDE, AMEND, OR MODIFY THE TERMS OF ANY SEPARATE AGREEMENT(S) BETWEEN YOU AND THE PROJECT GARAGE RELATING TO YOUR WORK AS AN INDEPENDENT CONTRACTOR. 

  (g) Survival.


This Mutual Arbitration Provision will survive any termination of your relationship with The Project Garage.

  (h) Modification.


Notwithstanding any provision in this Agreement to the contrary, we agree that if The Project Garage makes any future material change to this Mutual Arbitration Provision, it will not apply to any individual claim(s) that you had already provided notice of to The Project Garage.

  (i) Notwithstanding anything to the contrary in this Mutual Arbitration Provision, nothing in this Mutual Arbitration Provision prevents you from making a report to or filing a claim, application or charge with any applicable governmental or administrative agency or tribunal, or from seeking relief under applicable consumer protection legislation if and to the extent the terms of applicable legislation entitle you to do so and preclude exclusive pre-dispute recourse to arbitration. This Mutual Arbitration Provision also does not prevent federal, provincial or local administrative agencies from adjudicating claims and awarding remedies based on those claims if and to the extent the terms of applicable legislation preclude exclusive pre-dispute recourse to arbitration. Nothing in this Mutual Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable legislation before delivering a notice of request to arbitrate. Disputes between the parties that may not be subject to pre-dispute arbitration, including as provided by applicable legislation, are excluded from the coverage of this Mutual Arbitration Provision.


(j) This Mutual Arbitration Provision is the full and complete agreement relating to the formal resolution of disputes covered by this Mutual Arbitration Provision. In the event any portion of this Mutual Arbitration Provision is deemed unenforceable, the remainder of this Mutual Arbitration Provision will be enforceable. The award issued by the arbitrator may be entered in any court of competent jurisdiction.


12. Third-Party Interactions


The Services may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”) and advertisements (“Third-Party Advertisements”) (collectively, “Third-Party Websites & Advertisements”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Advertisement, The Project Garage will not warn you that you have left The Project Garage’s Website or Services and will not warn you that you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites & Advertisements are not under the control of The Project Garage and The Project Garage is not responsible for any Third-Party Websites, Third-Party Applications or any Third-Party Advertisements. The Project Garage does not review, approve, monitor, endorse, warrant, or make any condition or representations with respect to such Third-Party Websites & Advertisements, or their products or services. You use all links in Third-Party Websites & Advertisements at your own risk. You should review applicable terms and policies, including privacy and data gathering practices of any Third-Party Websites or Third-Party Applications, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

13. Indemnification


You agree to indemnify and hold harmless The Project Garage and its officers, directors, employees, agents and affiliates (each, an “Indemnified Party”), from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation legal and attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from: (a) your User Content; (b) your misuse of the Technology or Services; (c) your breach of this Agreement or any representation, warranty, condition or covenant in this Agreement; or (d) your violation of any applicable laws, rules or regulations through or related to the use of the Technology or Services. In the event of any claim, allegation, suit or proceeding alleging any matter potentially covered by the agreements in this section, you agree to pay for the defense of the Indemnified Party, including reasonable costs and legal and attorneys’ fees incurred by the Indemnified Party. The Project Garage reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with The Project Garage in asserting any available defenses. This provision does not require you to indemnify any Indemnified Party for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Technology or Services. You agree that the provisions in this section will survive any termination of your account, this Agreement, or your access to the Technology and/or Services.

  14. Disclaimer of Warranties


YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE TECHNOLOGY AND SERVICES IS ENTIRELY AT YOUR OWN RISK. CHANGES ARE PERIODICALLY MADE TO THE TECHNOLOGY AND SERVICES AND MAY BE MADE AT ANY TIME WITHOUT NOTICE TO YOU. THE TECHNOLOGY AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE AND NON-INFRINGEMENT. THE PROJECT GARAGE MAKES NO WARRANTIES, CONDITIONS OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT MADE AVAILABLE THROUGH THE TECHNOLOGY OR SERVICES, OR THE SERVICES, TECHNOLOGY, TEXT, GRAPHICS OR LINKS.

THE PROJECT GARAGE DOES NOT WARRANT THAT THE TECHNOLOGY OR SERVICES WILL OPERATE ERROR-FREE OR THAT THE TECHNOLOGY OR SERVICES ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL MALWARE. IF YOUR USE OF THE TECHNOLOGY OR SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THE PROJECT GARAGE SHALL NOT BE RESPONSIBLE FOR THOSE ECONOMIC COSTS.

15. Release of Liability and Waiver of Claims.


 Each DIY agrees that the Release of Liability, Waiver of Claims and Assumption of Risks https://www.theprojectgarage.ca/waiver is an integral component of this Agreement, and incorporated herein by reference, and agrees to be bound by the terms thereof. 

 16. Internet Delays


The Technology and Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Except as set forth in The Project Garage’s privacy policy or as otherwise required by applicable law, The Project Garage is not responsible for any delays, delivery failures, or damage, loss or injury resulting from such problems.  

17. Breach and Limitation of Liability


(a) General.


You understand and agree that a key element of the Services and this Agreement is your and our mutual desire to keep the Services simple and efficient, and to provide the Technology and Services at low cost. You understand and agree to the limitations on remedies and liabilities set forth in this Section 16 to keep the Technology and Services simple and efficient, and costs low, for all users.

  (b) Cap on Liability.


TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW THE PROJECT GARAGE’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU TO THE PROJECT GARAGE IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR ONE HUNDRED DOLLARS ($100).

  (c) Disclaimer of Certain Damages.


TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW THE PROJECT GARAGE SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, AND LOSS OF DATA, REVENUE, USE AND ECONOMIC ADVANTAGE).

  18. Exclusive Venue


Except where prohibited by applicable law, to the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and The Project Garage agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in a civil court of competent jurisdiction.

  19. Termination


If you violate this Agreement, The Project Garage may, in its sole discretion, modify or discontinue the Technology or Services, or may modify, suspend or terminate your access to the Technology or the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Technology or the Services, The Project Garage reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Technology or the Services is terminated, this Agreement will remain enforceable against you. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of this Agreement.

  20. General

(a) No Joint Venture or Partnership.


No joint venture, partnership, employment, or agency relationship exists between you, The Project Garage or any third party provider as a result of this Agreement or use of the Technology or Services.  For clarity, the Contractors acknowledge and agree that it is their sole obligation to make government remittances related to any income derived from their use of the Services.

  (b) Choice of Law.


This Agreement is governed by the laws of the Province of New Brunswick and the federal laws of Canada applicable therein, without giving effect to any principles that provide for the application of the law of any other jurisdiction.

  (c) Severability.


Except as otherwise provided in this Agreement, if any provision of this Agreement is found to be invalid, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

   (d) Notice.


Where The Project Garage requires that you provide an e-mail address, you are responsible for providing The Project Garage with your most current e-mail address. In the event that the last e-mail address you provided to The Project Garage is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, The Project Garage’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to The Project Garage through the following web form: [email protected]. Such notice shall be deemed given on the next business day after such e-mail is actually received by The Project Garage.

  (e) Electronic Communications.


For contractual purposes, you (1) consent to receive communications from The Project Garage in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that The Project Garage provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. You agree to keep your contact information, including email address, current. This subparagraph does not affect your statutory rights.

  (f) Transfer and Assignment.


This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by The Project Garage without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. This Agreement binds and inures to the benefit of each party and the party’s successors and permitted assigns.

  (g) Entire Agreement.


 This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. However, nothing in this Agreement shall supersede, amend, or modify the terms of any separate agreement(s) between you and The Project Garage relating to your work as an independent contractor, including, without limitation, any Independent Contractor Agreement governing your efforts as a Contractor.