Welcome to Doorfleet Inc. These Terms of Service govern your access to and use of our logistics platform, Doorfleet, including any related websites, applications, manual procedures and services we operate (collectively, the “Service”).

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Service. If you have any questions about these Terms, please contact us at sales@doorfleet.ca.

Please read these Terms carefully, as they contain important information about your rights, responsibilities, and obligations when using the Service. These Terms apply to all all visitors, users and others who wish to access or use our Service.

By using the Service, you acknowledge that you have read, understood, and agreed to be bound by these Terms.

The [Other Party] retains all rights, title, and interest in and to its trademarks, service marks, trade names, logos, trade dress, and other brand identifiers (“Marks”), which are protected by applicable intellectual property laws.

Subject to the terms of this Agreement, Other Party grants Doorfleet Inc. a limited, non-exclusive, non-transferable, royalty-free license to use Other Party’s Marks solely during the Term and only to the extent necessary to perform promotional activities.Any such use must comply with Other Party’s branding guidelines or usage instructions provided in writing. All goodwill generated through such use shall inure solely to the benefit of Other Party.

No license or rights are granted by Doorfleet Inc. to Other Party with respect to Doorfleet Inc.’s Marks, unless separately agreed in writing. All rights not expressly granted are reserved.

By creating an account on our Service, you consent to receive communications from us, including newsletters, marketing or promotional materials, and other information related to the Service.

You may opt out of receiving marketing communications at any time by contacting us directly. Please note that even if you opt out of receiving marketing messages, we may still send you important administrative or transactional communications related to your account or the use of the Service (e.g., service updates, security notices, or billing information).

All electronic communications from us will comply with applicable laws, including Canada’s Anti-Spam Legislation (CASL).

If you choose to purchase any product or service made available through the Service (“Purchase”), you may be required to provide certain relevant information, including, but not limited to, your credit card number, expiration date, billing address, and shipping information.

You represent and warrant that:

1. You have the legal right to use any payment method(s) provided in connection with the Purchase; and
2. All information you provide is accurate, current, and complete.

We may use third-party payment processors to facilitate payments and the fulfillment of Purchases. By submitting your payment information, you authorize us to share that information with such third parties subject to their privacy policies and terms. We are not responsible for any errors or breaches by these third-party providers.

We reserve the right to refuse or cancel any order at any time for reasons including, but not limited to:

• Product or service availability;
• Errors in the description or pricing of the product or service;
• Errors in your order;
• Suspected fraud;
• Unauthorized or illegal transactions;
• Or other reasons at our sole discretion.

All purchases are subject to our applicable billing, refund, and cancellation policies, which may be updated from time to time.

All purchases made through the Service are subject to our current refund and cancellation policy, as outlined in this Agreement or posted separately on the Service. Nothing in this section limits your rights under applicable Canadian consumer protection laws.

5.1 Cancellation by You

You may cancel your order or service request within 10 minutes of purchase, provided that fulfillment or processing has not already begun. To request a cancellation, please contact us at support@doorfleet.ca with your order details.

5.2 Cancellation by Us

We reserve the right to cancel an order or service at any time for reasons including, but not limited to:

• Product or service unavailability,
• Operational constraints,
• Pricing or listing errors,
• Fraud, unauthorized use, or suspected illegal activity,
• Or any violation of these Terms.

If we cancel an order after payment has been processed, a full refund will be issued to the original payment method, unless otherwise required by law.

5.3 Refunds

Refunds may be issued at our sole discretion and only in accordance with our refund policy. Unless otherwise stated, all fees for services rendered are non-refundable.

Refunds, where approved, will be processed within a commercially reasonable time and returned to the original payment method used for the transaction.

Refunds may be subject to the terms and processing timelines of third-party payment processors, which are outside our control.

5.4 Non-Refundable Items or Services

Certain services or fees may be non-refundable, including but not limited to:

• Processing or administrative fees,
• Completed fulfillment or shipping services,
• Third-party transaction fees,
• Or any services explicitly marked as “non-refundable” at the time of purchase.

Any contests, sweepstakes, giveaways, or other promotions (collectively, “Promotions”) made available through the Service may be governed by separate rules, terms, and conditions (“Promotion Rules”) that apply in addition to or instead of these Terms.

If you choose to participate in any Promotions, you agree to be bound by the applicable Promotion Rules. In the event of any conflict between these Terms and the Promotion Rules, the Promotion Rules will govern.

Promotions may be subject to eligibility requirements and may be void where prohibited by law. We reserve the right to cancel, suspend, or modify any Promotion at any time without prior notice and for any reason.

Participation in any Promotion is at your sole risk. Doorfleet Inc. disclaims any liability for claims, losses, or damages arising from or related to your participation in any Promotion, except as expressly set out in the applicable Promotion Rules.

The other party shall not issue any press release, public announcement, or make any public reference to Doorfleet Inc., its affiliates, or their respective products, services, customers, or business operations, nor use Doorfleet Inc.’s name, logo, trademarks, or other identifying marks in any manner (including in marketing materials, websites, case studies, or client lists) without the prior written consent of Doorfleet Inc.

Notwithstanding the foregoing, Doorfleet Inc. may identify the other party as a customer or user of its services in its marketing and promotional materials, including its website, client lists, presentations, and case studies, provided that such references are accurate and do not disclose any confidential information.

This provision shall survive the termination or expiration of this Agreement.

8.1 Representations and Warranties
Each party represents and warrants to the other that:

(a) It has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder;

(b) It is either:

(i) a corporation, partnership, or other legal entity duly incorporated, organized, or formed and validly existing under the laws of its jurisdiction of incorporation or formation;

(ii) an individual who has reached the age of majority in their jurisdiction and has the legal capacity to enter into binding agreements;

(c) The execution, delivery, and performance of this Agreement have been duly authorized and do not and will not violate any other agreement to which it is a party;

(d) It will perform its obligations in compliance with all applicable laws, regulations, and industry standards, including, where applicable, Canadian privacy and data protection laws such as the **Personal Information Protection and Electronic Documents Act (PIPEDA) and provincial equivalents;

(e) Any materials, content, or services it provides under this Agreement do not and will not infringe, misappropriate, or otherwise violate the intellectual property rights, proprietary rights, or privacy rights of any third party.

8.2 Disclaimer
Except as expressly provided in this Agreement, each party disclaims all conditions, warranties, and representations, express, implied, statutory, or otherwise, including any implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement, and any warranties arising from course of dealing or usage of trade.

Nothing in this section shall limit any rights or remedies a party may have under applicable Canadian consumer protection legislation, where such legislation may apply and cannot be lawfully excluded.

9.1 Each party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates and their respective directors, officers, employees, and agents (the “Indemnified Party”) from and against any and all claims, demands, actions, damages, liabilities, losses, costs, and expenses, including reasonable legal fees and disbursements (collectively, “Losses”), arising out of or resulting from:

(a) any breach of this Agreement, including any breach of the representations, warranties, or obligations of the Indemnifying Party;

(b) the negligence, gross negligence, or willful misconduct of the Indemnifying Party or its employees, agents, or subcontractors in connection with this Agreement;

(c) any claim that the Indemnifying Party’s use of the other party’s intellectual property (including trademarks, copyrights, or patents) infringes or misappropriates the rights of any third party, provided such use was in accordance with the terms of this Agreement;

(d) any violation of applicable laws, regulations, or third-party rights by the Indemnifying Party in connection with this Agreement.

9.2 The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim or action for which it seeks indemnification. Failure to provide prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent that the Indemnifying Party is materially prejudiced by such delay.

9.3 The Indemnifying Party shall have the right to assume the defense and control of such claim with counsel reasonably satisfactory to the Indemnified Party. The Indemnifying Party shall not settle or compromise any claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed.

9.4 The Indemnified Party agrees to cooperate fully, at the Indemnifying Party’s expense, in the defense of any claim.

9.5 Notwithstanding the foregoing, neither party shall be obligated to indemnify the other for any Losses arising from the other party’s sole negligence, gross negligence, willful misconduct, or breach of this Agreement.

10.1 Except for liability arising from a party’s indemnification obligations, breach of confidentiality, or infringement of intellectual property rights, in no event shall either party be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost data, business interruption, or loss of business opportunity, arising out of or relating to this agreement, regardless of the cause of action or theory of liability, even if advised of the possibility of such damages.

10.2 Except for liability arising from a party’s indemnification obligations, gross negligence, or willful misconduct, each party’s total cumulative liability under this agreement shall not exceed the total amounts paid by one party to the other under this agreement in the twelve (12) months immediately prior to the event giving rise to such liability, or cad $100,000, whichever is greater.

10.3 Nothing in this section shall limit liability where such limitation is prohibited by applicable law.

10.4 Shipment Liability

10.4.1 Delivery and Performance Disclaimer
Doorfleet conducts its operations under circumstances that preclude any assurance or warranty as to delivery by any specified date or time. Accordingly, Doorfleet shall not be held financially responsible or otherwise liable for any loss, damage, expense, or inconvenience arising from loss of goods, delay in delivery, or failure to deliver within a stipulated timeframe.

10.4.2 Exclusion of Certain Damages
In no event shall Doorfleet, its employees, contractors, or agents be liable, whether in contract, tort (including negligence or gross negligence), or otherwise, for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, loss of income, loss of use, or loss of business opportunity, even if Doorfleet has been advised of the possibility of such damages. This exclusion applies regardless of the nature or cause of the claim, including but not limited to fundamental breach or breach of a fundamental term.

10.4.3 Limitation of Monetary Liability
Notwithstanding anything to the contrary contained herein, the total cumulative liability of Doorfleet in respect of any loss, theft, damage, or delay of any shipment, whether arising under contract, tort, statute, or otherwise, shall in all cases be limited to the sum of fifty dollars ($50.00) per shipment.

10.4.4 Notice of Claim
Doorfleet shall bear no liability whatsoever in respect of any claim for loss, theft, damage, or delay unless written notice of such claim is received by Doorfleet within thirty (30) days from the date of the relevant contract.

We may suspend or terminate your account and access to the Service at any time, with or without notice, at our sole discretion, for any reason, including but not limited to your violation of these Terms. We shall not be liable to you or any third party for any termination or suspension of your access to the Service.

You may terminate your use of the Service at any time by ceasing all access and use. Termination of your account does not relieve you of any obligations incurred prior to such termination.

We reserve the right to modify, withdraw, suspend, or discontinue all or any part of the Service, or any content, feature, or material provided via the Service, at any time and in our sole discretion, without prior notice. We will not be liable if any portion or all of the Service is unavailable at any time or for any period.

From time to time, we may restrict access to certain features or portions of the Service, or the entire Service, to certain users, including registered users.

All provisions of these Terms which by their nature should survive termination shall survive, including, without limitation, ownership provisions, disclaimers, indemnity, and limitations of liability.

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

12.2 The parties agree that any disputes arising out of or in connection with this Agreement shall first be subject to good faith negotiations between senior representatives of the parties.

12.3 If the parties are unable to resolve the dispute within thirty (30) days, either party may refer the matter to binding arbitration in Mississauga, Ontario, in accordance with the Arbitration Act (or equivalent) in force in that jurisdiction. The language of arbitration shall be English, and the decision of the arbitrator shall be final and binding.

12.4 Nothing in this Section shall prevent either party from seeking interim or injunctive relief in a court of competent jurisdiction to protect its confidential information or intellectual property.

12.5 General Terms

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from these Terms, and the remaining provisions shall remain in full force and effect.

These Terms, together with our Privacy Policy and any other legal notices published by us, constitute the entire agreement between you and us with respect to the Service, and supersede any prior or contemporaneous understandings, communications, or agreements, whether oral or written, relating to the Service.

No agency, partnership, joint venture, or employment relationship is created as a result of these Terms, and neither party has any authority to bind the other in any respect.

We may amend Terms at any time by posting the amended terms on this site. It is your responsibility to review these Terms periodically.

Your continued use of the Platform following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use Service.

14.1 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any of its obligations under this Agreement and fails to remedy such breach within two (2) business days after receiving written notice from the non-breaching party specifying the breach in reasonable detail.

14.2 Termination for Convenience

Either party may terminate this Agreement for any reason and without cause by providing the other party with at least seven (7) days’ prior written notice.

14.3 Termination for Insolvency

Either party may terminate this Agreement immediately upon written notice if the other party:

• Becomes insolvent or admits in writing its inability to pay its debts as they become due;
• Makes a general assignment for the benefit of creditors;
• Becomes subject to any proceeding under any bankruptcy or insolvency laws (including the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act);
• Has a receiver, trustee, or similar officer appointed over all or a substantial part of its assets;
• Is subject to a corporate dissolution or liquidation.

14.4 Post-Termination Obligations

Upon termination of this Agreement for any reason:

• Each party shall promptly return or destroy (at the disclosing party’s request) all Confidential Information belonging to the other party;
• Any accrued but unpaid fees or other payment obligations up to the effective date of termination shall become immediately due and payable;
• All licenses and rights granted under this Agreement shall immediately terminate except for all the reasonable sections

By accessing or using the Service, or any other services provided by us, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.