HOVIT CORPORATION SERVICES AGREEMENT

This Services Agreement (“Agreement”) is made by Hovit Corporation (“Company”), and the signatory identified in the completed “provider” field associated with this Agreement (“you,” “your,” “me,” “my”). By clicking “I accept” button on the Company Website at https://www.hovit.com (“Site”), you expressly acknowledge that: you have read, understood, and considered the consequences of this Agreement, you agree to be bound by the terms and conditions of the Agreement, and that you are legally competent to enter into and perform this Agreement. You must agree to the terms and conditions of this Agreement to use the Services. Upon your execution (electronic or otherwise) of this Agreement, you shall be bound by the terms and conditions of this Agreement.

RECITALS: For purposes of this Agreement:

Section 1. Essential Covenants. (a) With respect to the Services and this Agreement, and being central to the bargain of the Company under this Agreement, you agree, acknowledge, represent and covenant that:

    1. Company has an absolute right to do any and all of the following and to do so without any reason or explanation, without prior notice to you, and without your consent:
      1. terminate, suspend or deactivate your use of or access to the Services, and
      2. to remove your information and account from the Services;
      3. change the pricing and fees for the Services at any time and upon posting on Company’s Website;
      4. change or end any Company promotion or sale or rebate/coupon promotion or program;
      5. access and analyze, as well as provide in any lawful manner, all information, data, images, drawings, text messages, emails, web postings, voicemails and other data (including personal information) that you provide to Company or allow the Company to access from any sources, including your Device and Devices under your control (which access and use shall include compliance with federal, state and local laws and regulations as well as court orders, government agency orders and requests or law enforcement requests);
      6. change or end the Services in any manner and for any period; and
      7. conduct its business, financial and technical affairs and operations in its sole discretion.
    2. You agree, represent and covenant as follows in order to induce the Company to provide the Services and allow you to use the Services:
      1. You will log off or not access the Services whenever you are not available or not willing or not able to provide your RIDE;
      2. You will always abide by all applicable federal, state and local laws, regulations, ordinances, court orders, government agency orders, traffic signs, posted safety and community rules, and Company policies while using the Services;
      3. You will not use the Services to conduct a delivery service of any kind, other than RIDE for natural Persons;
      4. You will immediately cease use of the Services whenever requested to do so by the Company;
      5. You will use your own financial accounts and credit cards to conduct your provision and all related commercial activities in respect of RIDE;
      6. You will provide your real, legal, full name, residential address, telephone numbers, cell phone numbers, email addresses, Social Media contact information and any other personal information to the Company and to the extent that such information is necessary for the Services or required by federal, state or local laws and regulations, tax reporting, or required for insurance purposes;
      7. You will not violate the U.S. Constitutional or state constitutional rights of any Passenger, including any human rights or civil rights therein or any statutory protections against unwanted and unwarranted interference in a Passenger’s personal freedom, which rights consist of discrimination against a Person based on race, color, religion, gender, disability, ethnicity, nationality, political beliefs, economic status or sexual orientation;
      8. You will not steal or misappropriate or use in an unauthorized or improper or illegal manner any personal property of a Passenger, including unauthorized access to or use of a Passenger’s personal information;
      9. Infringe or use in an unauthorized manner, whether commercially or otherwise, any Intellectual Property Rights of the Company;
      10. You will not modify, adapt, translate or reverse engineer any part of the software code, applications and programs that constitute or provide the Services or re-format or frame any portion of the code or pages comprising the software code, applications, or programs constituting or providing the Services;
      11. You will not access or attempt to access the Services for any purpose other than to use the Services to provide RIDE in accordance with this Agreement and Company posted policies;
      12. You will not: ask for a date or any social interaction or non-RIDE interaction with any Passenger identified by the Services; or contact any such Passenger by Social Media or other means for any non-RIDE purposes; sexually harass or stalk a Passenger; or contact or meet any Passenger at the Passenger’s business or residence for any purpose or reason other than providing RIDE at the request of the Passenger;
      13. You will not physically or verbally abuse any Passenger or assault or batter any Passenger, except in extreme cases of self defense from an unwarranted attack or assault by a Passenger;
      14. You will wear proper attire and maintain good personal hygiene while providing RIDE to a Passenger;
      15. You will not work for a competitor of the Company while using the Services or use the Services to benefit a competitor of the Company, which restriction only applies to the Territory in which you provide RIDE; and
      16. You will not engage in any conduct or make any communications of any kind whatsoever that adversely affects the public or business reputation of the Company or the Services.
    3. You further agree, represent and covenant to the Company the following and do so to induce the Company to provide the Services:
      1. Company is a technology services provider and developer only and provides the Services solely on a non-exclusive basis to any authorized Person; and
      2. Company does not that provide RIDE or act as a transportation carrier or similar service, and has no relationship with you outside of this Agreement and no relationship with any of your Passengers; and
      3. YOU MUST DECIDE WHETHER OR NOT TO OFFER RIDE TO A PASSENGER CONTACTED THROUGH THE SERVICES, AND IT IS UP TO THE PASSENGER TO DECIDE WHETHER OR NOT TO ACCEPT ANY COMPETING OR OTHER SERVICES LIKE RIDE FROM ANY PERSON CONTACTED THROUGH THE SERVICES. ANY DECISION BY A PERSON TO OFFER OR ACCEPT SERVICES ONCE SUCH PASSENGER IS MATCHED THROUGH THE SERVICES IS A DECISION MADE IN SUCH PASSENGER’S SOLE DISCRETION. EACH INSTANCE OF RIDE PROVIDED BY YOU AS A PASSENGER SHALL CONSTITUTE A SEPARATE AGREEMENT BETWEEN SUCH PERSONS. COMPANY HAS NO LIABILITY FOR COMMERCIAL AND OTHER TRANSACTIONS BETWEEN YOU AND ANY PASSENGER; and
      4. YOU MUST AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO USE THE SERVICES. BY YOUR ELECTRONIC OR MANUAL EXECUTION OF THIS AGREEMENT, YOU AGREE AND ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT (INCLUDING THE ARBITRATION PROVISION) AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT BUSINESS DECISION; and
      5. THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION FOR CERTAIN DISPUTES, CONTROVERSIES, CLAIMS OR CAUSES OF ACTION; and
      6. The Services are available only to, and may only be used by Persons who can form legally binding agreement or legal obligations under applicable law. Without limiting the foregoing, the Services are not available to or offered to any natural persons under the age of 21 years or any former customers or users of the Services who have had their Services account temporarily or permanently deactivated. By becoming a customer of the Services, you represent and warrant that you are at least 21 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement. If you do not meet the foregoing conditions, this Agreement is void; and
      7. The Company’s provision to you of the Services creates a direct business relationship between Company and you, but no one else. Company does not, and shall not be deemed to, direct or control or supervise you or your performance under this Agreement, especially in connection with your provision of RIDE, your acts or omissions, or your operation and maintenance of your Vehicle. You retain the sole right to determine when, where, and for how long you will utilize the Services or the Services. You retain the option to attempt to accept or to decline or ignore a Passenger’s request for RIDE through the Services, or to cancel an accepted request for RIDE through the Services, subject to Company’s then-current cancellation policies. With the exception of any signage required by federal, state or local laws or permit or license requirements, Company shall have no right to require you to: (A) display Company’s or any of its Affiliates’ names, logos or colors on your Vehicle(s); or (B) wear a uniform or any other clothing displaying Company’s or any of its Affiliates’ names, logos or colors. You acknowledge and agree that you have complete discretion to provide, and sole control over the provision of, services or otherwise engage in other business or employment activities. You understand that you retain the complete right to; (AA) use other software application services in addition to the Services; and (BB) engage in any other commercial activity or employment. Company is entitled to deactivate or otherwise restrict you from accessing or using the Services at any time and with or without reason. You agree that you have no claim or cause of action against the Company or its officers, directors, employees, independent contractors, agents or attorneys based upon or arising from Company’s termination of or deactivating or suspension of Services.
    4. DISCLAIMERS AS TO SERVICES. You agree, understand and acknowledge the following disclaimers about the Services:

COMPANY AND ITS AFFILIATES PROVIDE, AND YOU ACCEPT, THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY AND ITS AFFILIATES DO NOT REPRESENT, WARRANT OR GUARANTEE THAT YOUR ACCESS TO OR USE OF THE SERVICES, SERVICES OR THE COMPANY DEVICES: (A) WILL BE UNINTERRUPTED OR ERROR FREE; OR (B) WILL RESULT IN ANY REQUESTS FOR RIDE. COMPANY AND ITS AFFILIATES FUNCTION AS AN ON-DEMAND LEAD GENERATION AND RELATED SERVICE ONLY AND MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE USERS WHO MAY REQUEST OR RECEIVE RIDE FROM YOU, AND COMPANY AND ITS AFFILIATES DO NOT SCREEN OR OTHERWISE EVALUATE USERS. BY USING THE SERVICES AND SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY/PASSENGER THAT MAY POSE HARM OR RISK TO YOU OR OTHER THIRD PARTIES. YOU ARE ADVISED TO TAKE REASONABLE, LAWFUL PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES/PASSENGERS ENCOUNTERED IN CONNECTION WITH THE USE OF THE SERVICES. COMPANY AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY USER OR OTHER THIRD PARTY.

COMPANY AND ITS AFFILIATES DO NOT GUARANTEE THE AVAILABILITY OR UPTIME OF THE SERVICES OR SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES OR SERVICES MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON (INCLUDING SCHEDULED MAINTENANCE OR NETWORK FAILURE). FURTHER, THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND COMPANY AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES, LIABILITIES OR LOSSES RESULTING FROM SUCH PROBLEMS.

USE OF THE SERVICES (INCLUDING ALL SOFTWARE CODE, APPLICATIONS AND PROGRAMS THEREIN) IS AT YOUR OWN RISK. (A) COMPANY DISCLAIMS ALL LIABILITY WHATSOEVER, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE IN RELATION TO THE SERVICES; AND (B) ALL IMPLIED WARRANTIES, TERMS AND CONDITIONS RELATING TO THE SERVICES (WHETHER IMPLIED BY STATUE, COMMON LAW OR OTHERWISE), INCLUDING (WITHOUT LIMITATION) ANY WARRANTY, TERM OR CONDITION AS TO ACCURACY, COMPLETENESS, SATISFACTORY QUALITY, PERFORMANCE, FITNESS FOR PURPOSE OR ANY SPECIAL PURPOSE, AVAILABILITY, NON-INFRINGEMENT, INFORMATION ACCURACY, INTEROPERABILITY, QUIET ENJOYMENT AND TITLE ARE, AS BETWEEN COMPANY AND YOU, HEREBY EXCLUDED. RELATING TO THEIR USE OF THE SERVICES YOUR STATUTORY RIGHTS ARE NOT AFFECTED.

Section 2. Pass. Company will issue you a Pass to enable you to access and use Services on a Device in accordance with this Agreement. Company has the absolute right to cancel or suspend or deactivate your Pass and to do so without reason or cause. If you have not fulfilled a request for RIDE using the Services at least once every sixty (60) days, you should expect deactivation of your Pass. You agree that you will maintain your Pass in confidence and not share your Pass with any third party. You will immediately notify Company of any actual or suspected breach or improper use or disclosure of your Pass.

Section 3. RIDE

  1. The Services are only provided in the “Territory,” which is the geographical region set forth in the Site and located in your location or adjacent to your location. You are not eligible to provide RIDE using the Services if you are more than fifty (50) miles from any of the “Territories” set forth as Service areas in the Site.
  2. Information; Privacy. When the Services are active, Passenger requests for RIDE may appear to you by the Services if you are available and in the vicinity of the Passenger. If you accept a Passenger’s request for RIDE, the Services will provide you with certain Passenger data, including the Passenger’s first name and Passenger location. In order to enhance Passenger satisfaction, it is recommended that you wait at least twelve (12) minutes for a Passenger to show up at the requested Passenger location. You will obtain the destination from the Passenger, either in person upon Passenger or from the Services if the Passenger elects to enter such destination by the Services. You acknowledge and agree that once you have accepted a Passenger’s request for RIDE, Services may provide certain information about you to the Passenger, including your first name, contact information, photo and location, and your Vehicle’s make and license plate number. You shall not contact any Passengers or use any Passengers’ personal data for any reason other than for the purposes of fulfilling RIDE. As between Company and you, you acknowledge and agree that: (i) you shall be solely responsible for determining the most effective, efficient and safe manner to perform each instance of RIDE; and (ii) except for the Services, you shall provide all necessary equipment, cables and peripherals, tools, electrical power sources and other materials, at your own expense, necessary to perform your RIDE in a professional manner.
  3. Geographical Scope of RIDE. You acknowledge and agree that your geo-location information must be provided to the Services by your Device in order to use the Services. You acknowledge and agree that: (a) your geo-location information may be obtained by the Services while the Services is running; and (b) the approximate location of your Vehicle will be displayed to the Passenger before and during the provision of RIDE to such Passenger. Company and its Affiliates may monitor, track and share with third parties your or the Passenger’s geo-location information obtained by the Services or your Device for safety and security purposes.
  4. Ratings. You agree a Passenger may provide a quality of service rating of you and your RIDE as well as provide comments or feedback about you and your RIDE. You will be asked by the Services to provide a rating of the Passenger and, optionally, to provide comments or feedback about the Passenger. You shall provide your ratings and feedback in good faith and promptly to the Company. You agree to use your good faith and diligent efforts to provide a professional, friendly RIDE that is deserving of high grades from users of your RIDE and you agree that your RIDE has an impact on the business and public reputation of the Company and its Services. Company and its Affiliates reserve the right to use, share and display your and Passenger ratings and comments in any manner in connection with the business of Company and its Affiliates without attribution to you or your approval. You acknowledge and agree that Company and its Affiliates are distributors (without any obligation to verify) and not publishers of your and Passengers’ ratings and comments, provided that Company and its Affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws or Company’s or its Affiliates’ content policies. This subsection (d) is ban of any legal proceedings against the Company or any other Company Party based upon or arising from alleged defamation or other claims or causes of action based upon or arising from Company exercise of its rights under this subsection (d) or any of the ratings contemplated herein.

Section 4. ADA/Service Animals. You understand and agree that you have a legal obligation under the Americans with Disabilities Act and similar state laws to transport Passengers with Service Animals, and there is no exception to this obligation for allergies or religious objections. Your knowing failure to transport a Passenger with a Service Animal shall constitute a material breach of this Agreement. You agree that a “knowing failure” to comply with this legal obligation shall consist of either: (a) a denial of a ride where you state the denial was due to a Service Animal; or (b) there is more than one (1) instance in which a Passenger or the companion of a Passenger alleges that you cancelled or refused a ride on the basis of a Service Animal. DO NOT BECOME A USER OF THE SERVICES IF YOU WILL NOT OR CANNOT TRANSPORT SERVICE ANIMALS IN AS A PASSENGER IN THE PASSENGER COMPARTMENT OF YOUR VEHICLE. PLACING A DOG IN A TRUNK OR OUTSIDE YOUR VEHICLE IS NOT ALLOWED AND MAY VIOLATE LOCAL CRUELTY TO ANIMAL LAWS.

Section 5. Relationship with Passengers. You acknowledge and agree that your provision of RIDE to Passengers creates a direct business relationship between you and the Passengers. Company is not responsible or liable for the actions or inactions of a Passenger in relation to you, your activities or your Vehicle. The Company is not an agent or principal or employer of any Passenger. You shall have the sole responsibility for any obligations or liabilities to Passengers or third parties that arise from your provision of RIDE. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws including motor vehicle financial responsibility laws) regarding any acts or omissions of a Passenger or third party. You acknowledge and agree that Company may release your contact and/or insurance information to a Passenger upon such Passenger’s reasonable request. You acknowledge and agree that, unless specifically consented to by a Passenger, you may not transport or allow inside your Vehicle individuals other than a Passenger and any individuals authorized by such Passenger, during the performance of RIDE for such Passenger. You acknowledge and agree that all Passengers should be transported directly to their specified destination, as directed by the Passengers (within the region specified in the Site for the Territory), without unauthorized interruption or unauthorized stops. YOU WILL NOT TRANSPORT ANY PASSENGER IDENTIFIED BY THE SERVICES OUTSIDE OF YOUR TERRITORY.

Section 6. Devices. You must use your Device to access and use the Services and your Device must meet the requirements for Devices set forth in the Site. If your Device does not conform to the requirements for Devices on the Site, then you agree that you will obtain a Device that conforms to Company requirements for Devices and that you will be solely liable and responsible for the cost of that Device, its use and communication costs, maintenance, repair, protection, contents, usage, insurance and replacement. THE COMPANY RECOMMENDS YOU’RE YOU CONSIDER: YOUR DEVICE ONLY BE USED UNDER A DATA PLAN WITH UNLIMITED OR VERY HIGH DATA USAGE LIMITS, AND COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FEES, COSTS, OR OVERAGE CHARGES ASSOCIATED WITH ANY DATA PLAN.

Section 7. Your Vehicle.

  1. General. You acknowledge and agree that at all times, you shall: (a) hold and maintain (i) a valid driver’s license with the appropriate level of certification to operate your Vehicle, and (ii) all licenses, permits, approvals and authority applicable to you that are necessary to provide passenger RIDE to third parties in the Territory; (b) possess the appropriate and current level of training, expertise and experience to provide RIDE in a professional manner with due skill, care and diligence; and (c) maintain high standards of professionalism, service, safety and courtesy. You acknowledge and agree that you may be subject to certain background and driving record checks from time to time in order to qualify to provide, and remain eligible to provide, RIDE. You acknowledge and agree that Company reserves the right, at any time in Company’s sole discretion, to deactivate or otherwise restrict you from accessing or using the Services if you fail to meet the requirements set forth in this Section 7.
  2. Vehicle Requirements. You acknowledge and agree that your Vehicle shall at all times be: (a) properly registered and licensed to operate as a passenger transportation vehicle in the Territory; (b) owned or leased by you, or otherwise in your lawful possession; (c) suitable for performing the passenger RIDE contemplated by this Agreement; and (d) maintained in good operating condition, consistent with industry safety and maintenance standards for a Vehicle of its kind and any additional standards or requirements in the applicable Territory, and in a clean, uncluttered/trash free and sanitary condition.
  3. Records. You must provide Company with written copies of all such licenses, permits, approvals, authority, registrations and certifications prior to your provision of any RIDE. You must submit to Company written evidence of all such licenses, permits, approvals, authority, registrations and certifications as they are renewed. Company shall, upon request, be entitled to review such licenses, permits, approvals, authority, registrations and certifications from time to time, and your failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement. Company reserves the right to independently verify your documentation from time to time in any way Company deems appropriate in its reasonable discretion.

Section 8. Fees/Fares

  1. You are entitled to charge a Fee for each instance of completed RIDE provided to a Passenger that are obtained by the Services (“Fee”), where such Fee is calculated based upon a base Fee amount plus distance (as determined by Company using location-based services enabled through your Device) and/or time amounts, as detailed in the Site for your Territory (“Fee Calculation”). You acknowledge and agree that the Fee provided under the Fee Calculation is the only payment you will receive in connection with the provision of RIDE, and that neither the Fee nor the Fee Calculation includes any gratuity. You are also entitled to charge a Passenger for any tolls or fees incurred during the provision of RIDE, if applicable. [INSERT PAYMENT ARRANGEMENTS] You shall always have the right to: (i) charge a Fee that is less than the pre-arranged Fee; or (ii) negotiate, at your request, a Fee that is lower than the pre-arranged Fee (each of (i) and (ii) herein, a “Negotiated Fee”).
  2. Service Fee. In consideration of Company’s provision of the Services and the Services for your use and benefit hereunder, you agree to pay Company a service fee on a per RIDE transaction basis calculated as a percentage of the Fee determined by the Fee Calculation (regardless of any Negotiated Fee), as provided to you by email or otherwise made available electronically by Company from time to time for the applicable Territory (“Service Fee”). In the event regulations applicable to your Territory require taxes to be calculated on the Fee, Company shall calculate the Service Fee based on the Fee net of such taxes. Company reserves the right to change the Service Fee at any time in Company’s discretion based upon local market factors, and Company will provide you with notice in the event of such change. Continued use of the Services after any such change in the Service Fee calculation shall constitute your consent to such change.
  3. Changes to Fee Calculation. Company reserves the right to change the Fee Calculation at any time in Company’s discretion based upon local market factors, and Company will provide you with notice in the event of changes to the base fare, per mile, and/or per minute amounts that would result in a change in the recommended Fare. Continued use of the Services after any such change in the Fee Calculation shall constitute your consent to such change. Company reserves the right to adjust or cancel or refuse to a pay a Fee for good and reasonable commercial or legal reasons, such as: you did not perform the RIDE, you took or dropped off a Passenger at the wrong location, your conducted the RIDE in violation of this Agreement or applicable laws, regulations, ordinances, public policy or court/government agency orders, you committed a crime using the Services, or you violated Company policies applicable to the Services or RIDE (as posted on Site).
  4. Service Fee. In consideration of Company’s provision of the Services and the Services for your use and benefit hereunder, you agree to pay Company a service fee on a per RIDE transaction basis calculated as a percentage of the Fee determined by the Fee Calculation (regardless of any Negotiated Fee), as provided to you by email or otherwise made available electronically by Company from time to time for the applicable Territory (“Service Fee”). In the event regulations applicable to your Territory require taxes to be calculated on the Fee, Company shall calculate the Service Fee based on the Fee net of such taxes. Company reserves the right to change the Service Fee at any time in Company’s discretion based upon local market factors, and Company will provide you with notice in the event of such change. Continued use of the Services after any such change in the Service Fee calculation shall constitute your consent to such change.
  5. Cancellation Charges. You acknowledge and agree that Passenger s may elect to cancel requests for RIDE that have been accepted by you by the Services at any time prior to your arrival. In the event that a Passenger cancels an accepted request for RIDE, Company may charge the Passenger a cancellation fee on your behalf. If charged, this cancellation fee shall be deemed the Fee for the cancelled RIDE for the purpose of remittance to you hereunder (“Cancellation Fee”). The parties acknowledge and agree that as between you and Company, this Cancellation Fee is a recommended amount, and the primary purpose of such Cancellation Fee is to act as the default amount in the event you do not negotiate a different amount. You shall always have the right to: (i) charge a cancellation fee that is less than the Cancellation Fee; or (ii) negotiate, at your request, a cancellation fee that is lower than the Cancellation Fee (each of (i) and (ii) herein, a “Negotiated Cancellation Fee”). If charged, the Cancellation Fee (regardless of any Negotiated Cancellation Fee) shall be deemed the Fee for the cancelled RIDE for the purpose of remittance to you hereunder.
  6. Receipts. As part of the Services, Company provides you a system for the delivery of receipts to Passengers for RIDE rendered. Upon your completion of RIDE for a Passenger , Company prepares an applicable receipt and issues such receipt to the Passenger by email on your behalf. Such receipts are also provided to you by email or the online portal available to you through the Services. Receipts include the breakdown of amounts charged to the Passenger for RIDE and may include specific information about you, including your name, contact information and photo, as well as a map of the route you took. Any corrections to a Passenger ’s receipt for RIDE must be submitted to Company in writing within three (3) business days after the completion of such RIDE. Absent such a notice, Company shall not be liable for any mistakes in or corrections to the receipt or for recalculation or disbursement of the Fare.
  7. No Additional Amounts. You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, Company and its Affiliates may seek to attract new Passenger s to and to increase existing Passenger s’ use of Services. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement.
  8. Taxes. You acknowledge and agree that you are required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of RIDE as required by applicable law; and (b) provide Company with all relevant tax information. You further acknowledge and agree that you are responsible for taxes on your own income arising from the performance of RIDE. Notwithstanding anything to the contrary in this Agreement, Company may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from your provision of RIDE and/or provide any of the relevant tax information you have provided pursuant to the foregoing requirements in this subsection (i) directly to the applicable governmental tax authorities on your behalf or otherwise.

Section 9. License.

  1. Subject to the terms and conditions of this Agreement, Company hereby grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use the Services (including the Services on a Device) solely for the purpose of providing RIDE to Passengers in accordance with the terms and conditions of this Agreement, and tracking resulting Fares and Fees. All rights not expressly granted to you are reserved by Company, its Affiliates and their respective licensors
  2. Restrictions. You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Services, Services in any way; (b) modify or make derivative works based upon the Services; (c) improperly use the Services or Services, including creating Internet “links” to any part of the Services, “framing” or “mirroring” any part of the Services or Services on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Services; (d) reverse engineer, decompile, modify, or disassemble the Services or Services, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, you shall not, and shall not allow any other party to, access or use the Services or Services to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Services; or (iv) attempt to gain unauthorized access to the Services or its related systems or networks.
  3. Ownership. The Services, Company data, including all IP therein, are and shall remain (as between you and Company) the property of Company, its Affiliates or their respective licensors. Neither this Agreement nor your use of the Services, Services or Company Data conveys or grants to you any rights in or related to the Services, Services or Company Data, except for the limited license granted above. Other than as specifically permitted by the Company in connection with the Services, you are not permitted to use or reference in any manner Company’s, its Affiliates’, or their respective licensors’ company names, logos, products and service names, trademarks, service marks, trade dress, copyrights or other indicia of ownership, you agree that you will not try to register or otherwise use and/or claim ownership in any of the Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services alone and in combination with other letters, punctuation, words, symbols and/or designs (the “Marks and Names”) for any commercial purposes.

Section 10. Confidentiality and Other Restrictive Covenants.

  1. Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party (“Confidential Information”). Confidential Information includes Company data, Pass, Passenger data, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.
  2. Each party acknowledges and agrees that: (i) all Confidential Information shall remain the exclusive property of the disclosing party; (ii) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (iii) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers (“Permitted Persons”) as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (iv) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Company, its internal record-keeping requirements).
  3. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (i) is or becomes part of the public domain through no act or omission on the part of the receiving party; (ii) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (iii) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (iv) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.

Section 11. Privacy.

  1. Disclosure of Your Information. Subject to applicable law, Company and its Affiliates may, but shall not be required to, provide to you, a Passenger , an insurance company and/or relevant authorities and/or regulatory agencies any information (including personal information (e.g., information obtained about you through any background check) and any Company Data) about you or any RIDE provided hereunder if: (a) there is a complaint, dispute or conflict, including an accident, between you and a Passenger ; (b) it is necessary to enforce the terms of this Agreement; (c) it is required, in Company’s or any Affiliate’s sole discretion, by applicable law or regulatory requirements (e.g., Company or its Affiliates receive a subpoena, warrant, or other legal process for information); (d) it is necessary, in Company’s or any Affiliate’s sole discretion, to (1) protect the safety, rights, property or security of Company or its Affiliates, the Services or any third party; (2) to protect the safety of the public for any reason including the facilitation of insurance claims related to the Services; (3) to detect, prevent or otherwise address fraud, security or technical issues; (4) to prevent or stop activity which Company or any of its Affiliates, in their sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity); or (e) it is required or necessary, in Company’s or any Affiliate’s sole discretion, for insurance or other purposes related to your ability to qualify, or remain qualified, to use the Services. You understand that Company may retain your personal data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated.
  2. Company and its Affiliates may collect your personal data during the course of your application for, and use of, the Services, or may obtain information about you from third parties. Such information may be stored, processed, transferred, and accessed by Company and its Affiliates, third parties, and service providers for business purposes, including for marketing, lead generation, service development and improvement, analytics, industry and market research, and such other purposes consistent with Company’s and its Affiliates’ legitimate business needs. You expressly consent to such use of personal data.

Section 12. Insurance.

  1. You agree to maintain during the term of this Agreement on all Vehicles operated by you under this Agreement automobile liability insurance that provides protection against bodily injury and property damage to third parties at levels of coverage that satisfy the minimum requirements to operate a private passenger vehicle on the public roads within the Territory. This coverage must also include any no-fault coverage required by law in the Territory that may not be waived by an insured. You agree to provide Company and its Affiliates a copy of the insurance policy, policy declarations, proof of insurance identification card and proof of premium payment for the insurance policy required in this Section 12 upon request. Furthermore, you must provide Company with written notice of cancellation of any insurance policy required by Company. Company shall have no right to control your selection or maintenance of your policy. You must be a named insured or individually rated driver, for which a premium is charged, on the insurance policy required in this Section 12 at all times.
  2. You agree to maintain during the term of this Agreement workers’ compensation insurance as required by all applicable laws in the Territory. If permitted by applicable law, you may choose to insure yourself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance. Furthermore, if permitted by applicable law, you may choose not to insure yourself against industrial injuries at all, but do so at your own risk.
  3. You understand and acknowledge that your personal automobile insurance policy may not afford liability, comprehensive, collision, medical payments, personal injury protection, uninsured motorist, underinsured motorist, or other coverage for the RIDE you provide pursuant to this Agreement. If you have any questions or concerns about the scope or applicability of your own insurance coverage, it is your responsibility, not that of Company, to resolve them with your insurer(s).
  4. Company may maintain during the term of this Agreement insurance related to your provision of RIDE as determined by Company in its reasonable discretion or as described in a Locality Annex, provided that Company and its Affiliates are not required to provide you with any specific insurance coverage for any loss to you or your Vehicle. You are required to promptly notify Company of any accidents that occur while providing RIDE and to cooperate and provide all necessary information related thereto.

Section 13. Additional Representations and Warranties; Disclaimers.

  1. You represent, warrant and agree to the following in order to induce the Company to provide the Services that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement; and (c) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide (i) RIDE using the Vehicles pursuant to this Agreement, and (ii) passenger RIDE to third parties in the Territory generally.
  2. Company Representations. Company represents to you as follows: (i) Company is duly organized under and validly exists under the laws of State; (ii) Company has the legal authority to enter into and perform this Agreement; (iii) Company is the owner of the Intellectual Property Rights underlying and constituting the Services; and (iv) Company has the right and ability to provide the Services.

Section 14. Indemnification; Defamation.

  1. To the fullest extent allowed by law, you will be solely liable for, and you hold the Company and its officers, directors, employees, agents, independent contractors, attorneys and representatives (individually, a “Company Party” and collectively “Company Parties”) harmless from, any and all liabilities, losses, and harm of any kind whatsoever that is incurred or suffered by you while using the Services, your Device, providing RIDE or otherwise and other times, and such liabilities, losses and harm include, without limitation and as an illustration of included items only, traffic fines, lawsuits and judgments, illness, personal injury, disease, damage to your Device, hack or unauthorized access of your Device, identity theft, loss of personal information, theft, robbery, traffic accidents, fines, sanctions, penalties, maintenance and repair costs of your Vehicle, licensing and permit costs and requirements, income and other taxes owed by you and your death or death of others.
  2. Defamation. Neither party shall defame or make derogatory public communications about the other party for the term of this Agreement and for one (1) year after the expiration or termination of this Agreement; provided, that the foregoing restriction shall not prohibit a party from making any good faith statement or response in any legal, arbitration, administrative or investigative proceeding concerning the parties or this Agreement, or responding to discovery in any such proceedings.

Section 15. Limits of Liability.
COMPANY AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER OR RELATED TO THIS AGREEMENT FOR ANY OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (i) ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND; OR (ii) YOUR OR ANY THIRD PARTY’S OR PASSENGER’S PROPERTY DAMAGE, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE. EXCEPT FOR COMPANY’S OBLIGATIONS TO PAY AMOUNTS DUE TO YOU PURSUANT TO SECTION 8 OF THIS AGREEMENT, BUT SUBJECT TO ANY LIMITATIONS OR OTHER PROVISIONS CONTAINED IN THIS AGREEMENT WHICH ARE APPLICABLE THERETO, IN NO EVENT SHALL THE LIABILITY OF COMPANY OR ITS AFFILIATES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF SERVICE FEES ACTUALLY PAID TO OR DUE TO COMPANY HEREUNDER IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

Section 16. Term and Termination.

  1. Term. This Agreement shall commence on the date and time that you click the “I AGREE” button on the Site (“Start Date”) and shall terminate at 11L59 p.m., PST, on the second annual anniversary of the Start Date.
  2. Termination. Either party may terminate this Agreement immediately upon notice to the other party or, with respect to the Company, by the Company deactivating or terminating Pass or your access or sue of the Services(which constitutes notice hereunder).

Section 17. Relationship of the Parties The relationship between the parties under this Agreement is solely that of independent contracting parties. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship, between Company and you; and (b) no joint venture, partnership, common enterprise, principal-agent or other agency relationship exists between Company and you. You have no authority to bind Company or its Affiliates and you undertake not to hold yourself out as an employee, agent or authorized representative of Company or its Affiliates. Where, by implication of mandatory law or otherwise, you may be deemed an agent or representative of Company, you undertake and agree to indemnify, defend (at Company’s option) and hold Company and its Affiliates harmless from and against any claims by any person or entity based on such implied agency or representative relationship.

Section 18. Governing Law; Jury Trial Waiver; Disputes.

  1. Governing Law. Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of the Territory (“State”) that you provide RIDE, without regard to principles of conflicts of law. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN, INCLUDING CLAIMS BASED ON CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER COMMON LAW OR STATUTORY BASIS. Each party hereby submits to the exclusive jurisdiction of the state and federal courts located in the State.
  2. Arbitration. Any disputes, claims, causes of action or controversies arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, and asserted by you or the Company and based upon or arising from a violation or breach of Sections 8 or 18(b), shall be determined by mandatory arbitration before one (1) arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Each party shall communicate its choice of a party-appointed arbitrator only to the JAMS Case Manager in charge of the filing. Neither party is to inform any of the arbitrators as to which of the parties may have appointed them. The parties shall maintain the confidential nature of the arbitration proceeding and the Award, including the Hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an Award or its enforcement, or unless otherwise required by law or judicial decision. In any arbitration arising out of or related to this Agreement, the arbitrator(s) are not empowered to award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages. In any arbitration arising out of or related to this Agreement, the arbitrator may not award any incidental, indirect or consequential damages, including damages for lost profits. In any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determine a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. The Parties adopt and agree to implement the JAMS Optional Arbitration Appeal Procedure (as it exists on the effective date of this Agreement) with respect to any final award in an arbitration arising out of or related to this Agreement.
  3. Other Disputes. All disputes, claims, causes of action or controversies arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof that are not expressly governed by Section 18(b) above shall be exclusively, solely resolved by a legal proceeding in the federal courts of State, which the parties agree is a convenient forum in light of the location of the parties and the fact that the Services originate from State.

Section 19. Miscellaneous Terms.

  1. Supplemental Terms. Supplemental terms may apply to your use of the Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.
  2. Severability. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.
  3. Assignment. Neither party shall assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party; provided that Company may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent: (a) to an Affiliate; or (b) to an acquirer of all or substantially all of Company’s business, equity or assets.
  4. Entire Agreement. This Agreement, including all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals, preamble and all exhibits and annexes referenced in this Agreement are made a part of this Agreement and are incorporated herein by reference.
  5. No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.
  6. Notices. Any notice delivered by Company to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you on the Services. Any notice delivered by you to Company under this Agreement will be delivered by contacting Site in the “Contact Us” section. Additional Territory-specific notices may be required from time to time.
  7. Counterparts. Counterparts and Facsimile Signature. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Execution and delivery of this Agreement by exchange of facsimile copies bearing the facsimile signature of a party shall constitute a valid and binding execution and delivery of this Agreement by such party. Such facsimile copies shall constitute enforceable original documents.
  8. Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments thereto.

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the Effective Date 11/27/2016.

HOVIT CORPORATION

 

See DMS Terms and Conditions