INDEPENDENT CONTRACTOR AND TECHNOLOGY SERVICES AGREEMENT
IMPORTANT: In order to be engaged with LIMO BWI LLC, you must agree to the terms and conditions that are set forth below. Upon your execution (electronic or otherwise) of this Agreement, you and Company shall be bound by the terms and conditions set forth herein. The Contractor shall also have been deemed to have executed and agreed to the be bound by the terms of this Agreement through their act of downloading and agreeing to the terms of service of the Company’s Driver’s software application, and such terms may be updated from time to time without notice. PLEASE REVIEW THE ARBITRATION PROVISION SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH THE Company ON AN INDIVIDUAL BASIS, EXCEPT AS PROVIDED IN SECTION 14, THROUGH FINAL AND BINDING ARBITRATION UNLESS YOU CHOOSE TO OPT OUT OF THE ARBITRATION PROVISION. BY VIRTUE OF YOUR ELECTRONIC EXECUTION OF THIS AGREEMENT, YOU WILL BE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT (INCLUDING THE ARBITRATION PROVISION) AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT BUSINESS DECISION. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN THE ARBITRATION PROVISION BELOW.
THIS AGREEMENT IS MADE AS OF AND EFFECTIVE FROM THE DATE OF DOWNLOAD AND FIRST OPERATION OF THE DRIVER’S APPLICATION (the “Agreement”).BETWEEN: LIMO BWI LLC,
a business and product developer TekMerchant LLC pursuant to the laws of MD, and having an office in Baltimore, MD (the “Company”) – and –
The Driver Software Receiving Booking System or By Texts
Who is an individual or company resident
In the US state of MD, DC and VA (the “Contractor”)
Who is the beneficial owner of a vehicle identified by PSC No, PSC License Number. as registered with the Company and incorporated herein by this reference, together with all the replacement parts, repairs, additions, devices and accessories appurtenant thereto (hereinafter called the “Vehicle”)
INDEPENDENT CONTRACTOR SERVICES AGREEMENT
WHEREAS the Company is a corporation operating in the Baltimore, MD and elsewhere,
AND WHEREAS and the Company wishes to engage the Contractor and the Contractor wishes to assist the Company in its continuing operations, resources and efforts to offer to the public private transportation or taxi services or transportation network company services including dispatching;
AND WHEREAS the Company wishes to retain the Contractor’s help in offering services for a term expiring one (1) week from the date above, and on the terms and conditions contained in this Agreement and the Contractor desires to provide those services;
AND WHEREAS this Agreement is intended to supersede and replace all and any other employment, contractor, or any other agreement or agreements between the Parties and does not create any employment relationship whatsoever;
NOW THEREFORE in consideration of the mutual covenants herein contained, the Company and the Contractor agree as follows:
NOW, THEREFORE, the parties hereby agree as follows:
Section 1 Definitions
1.1 “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of less of the commission agreement or other taking or giving jobs ownership interest or the majority of the voting rights of such entity.
1.3 “Company Data” means all data related to the access and use of the LIMO BWI Services hereunder, including all data related to Users (including User Information), all data related to the provision of Transportation Services via the LIMO BWI Services and the Website, and the Driver ID.
1.5 “Driver ID” means the identification and password key (if any) assigned by Company to you that enables you to use and access the Driver access to LIMO BWI.com website.
1.8 “Fare” has the meaning set forth in Section 4.
1.9 “Service Fee” has the meaning set forth in Section 4
1.10 “Territory” means the city or metro areas in US in which you are enabled by the website email/sms to receive requests for Transportation Services.
1.11 “Tolls” means any applicable road, bridge, ferry, tunnel and airport charges and fees, including inner-city congestion, environmental or similar charges will be driver responsibility
1.12 “Transportation Services” means your provision of P2P passenger transportation services to Users via the LIMO BWI Services in the Territory using the Vehicle.
1.13 “LIMO BWI Services” mean LIMO BWI’s on-demand lead generation and related services, which may be owned or licensed by the Company that enable transportation providers to seek, receive and fulfil on-demand requests for transportation services by Users seeking transportation services; such LIMO BWI Services include access to the website and LIMO BWI’s software, websites, payment services as described in Section 4 below, and related support services systems, as may be updated or modified from time to time.
1.14 “User” means an end user authorized by LIMO BWI to use the LIMO BWI mobile application for the purpose of obtaining Transportation Services offered by Company’s transportation provider customers.
1.15 “User Information” means information about a User made available to you in connection with such User’s request for and use of Transportation Services, which may include the User’s name, pick-up location, contact information and photo.
1.16 “Vehicle” means your vehicle that:
(a) meets the then-current Company requirements for a vehicle on the LIMO BWI Services; and
(b) Company authorizes for your use for the purpose of providing Transportation Services;
2.1 Driver IDs. The Company will issue you a Driver ID to enable you to access and use the website on a Device in accordance with this Agreement. Company reserves the right to deactivate your Driver ID if you have not fulfilled a request for Transportation Services using the website. You agree that you will maintain your Driver ID in confidence and not share your Driver ID with any third party. You will immediately notify Company of any actual or suspected breach or improper use or disclosure of your Driver ID.
2.2 Provision of Transportation Services.. You acknowledge and agree that once you have accepted a User’s request for Transportation Services, LIMO BWI’s website application may provide certain information about you to the User, including your first name, contact information, photo and location, and your Vehicle’s make and license plate number. You shall not contact any Users or use any User’s personal data for any reason other than for the purposes of fulfilling Transportation Services. As between Company and you, you acknowledge and agree that:
(a) you shall be solely responsible for determining the most effective, efficient and safe manner to perform each instance of Transportation Services; and
(b) except for the LIMO BWI Services or any Company Devices (if applicable), you shall provide all necessary equipment, tools and other materials, at your own expense, necessary to perform Transportation Services. You understand and agree that you have a legal obligation under municipal or provincial legislation and applicable human rights legislation or similar regulations to transport Users with Service Animals (as defined by applicable law), including guide dogs for the blind and visually impaired Users. Your knowing failure to transport a User 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 constitute either:
(i) a denial of a ride where you state the denial was due to a Service Animal; or
(ii) there is more than one (1) instance in which a User or the companion of a User alleges that you cancelled or refused a ride on the basis of a Service Animal.
2.3 Your Relationship with Users. You acknowledge and agree that your provision of Transportation Services to Users creates a direct business relationship between you and the User. The Company is not responsible or liable for the actions or inactions of a User in relation to you, your activities or your Vehicle. You shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from your provision of Transportation Services. 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 User or third party. You acknowledge and agree that Company may release your contact and/or insurance information to a User upon such User’s reasonable request. You acknowledge and agree that, unless specifically consented to by a User, you may not transport or allow inside your Vehicle individuals other than a User and any individuals authorized by such User, during the performance of Transportation Services for such User. You acknowledge and agree that all Users should be transported directly to their specified destination, as directed by the applicable User, without unauthorized interruption or unauthorized stops.
2.4 Your Relationship with Company. You, in your individual or corporate capacity, acknowledge and agree that Company’s provision to you of the website and the LIMO BWI Services creates a direct business relationship between the Company and you. The Company does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Transportation Services, 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 website or the LIMO BWI Services. You retain the option, via the website, to attempt to accept or to decline or ignore a User’s request for Transportation Services via the LIMO BWI Services, or to cancel an accepted request for Transportation Services via the Website, subject to Company’s then-current cancellation or ride-acceptance policies. With the exception of any signage required by local law or permit/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 You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities. For the sake of clarity, you understand that you retain the complete right to;
(i) use other software application services in addition to the LIMO BWI Services; and
(ii) engage in any other occupation or business. Company retains the right to deactivate or otherwise restrict you from accessing website or the LIMO BWI Services in the event of a violation or alleged violation of this Agreement, your disparagement of Company or any of its Affiliates, your act or omission that causes harm to Company’s or its Affiliates’ brand, reputation or business as determined by Company in its sole discretion. You agree that this Agreement and any subsequent agreed upon amendments to this Agreement reflects the contractual relationship between you and the Company from the beginning of your interactions with the Company.
(a) You acknowledge and agree that:
(ii) after providing Transportation Services, you may be prompted by the Website to provide a rating of the User and, optionally, to provide comments or feedback about the User. You shall provide your ratings and feedback in good faith.
Section 3 You and Your Vehicle
3.1 Your Requirements. 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 other or PSC licenses, permits, approvals and authority applicable to you that are necessary to provide passenger transportation services to third parties in the Territory;
(b) Possess the appropriate and current level of training, expertise and experience to provide Transportation Services in a professional manner with due skill, care and diligence; and
(c) maintain high standards of professionalism, service and courtesy.
3.2 You acknowledge and agree that:
(a) 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, Transportation Services.
(b) Company reserves the right, at any time in Company’s sole discretion, to deactivate or otherwise restrict you from accessing or using the Website or the LIMO BWI Services if you fail to meet the requirements set forth in this Agreement.
3.3 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 transportation services 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 and sanitary condition.
3.4 Documentation. To ensure your compliance with all requirements in Sections 3.1 and 3.2 above, you must provide Company with written copies of all such licenses, permits, approvals, authority, registrations and certifications prior to your provision of any Transportation Services. Thereafter, 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. You may also be required by local law to carry copies of each of the necessary documents at the time of providing LIMO BWI services.
Section 4 Financial Terms
(a) You acknowledge and agree that the Fare provided under the Fare Calculation as well as any gratuity which could increase your chance for profit are the only payments you will receive in connection with the provision of Transportation Services. You are also entitled to charge User for any Tolls incurred during the provision of Transportation Services, if applicable. You:
(i) appoint Company as your limited payment collection agent solely for accepting the Fare, applicable Tolls and, depending on the region and/or if requested by you, applicable taxes and fees from the User on your behalf via the payment processing functionality facilitated by the LIMO BWI Services; and
(ii) agree that payment made by User to Company (or to an Affiliate of Company acting as an agent of Company) shall be considered the same as payment made directly by User to you. In addition, the parties acknowledge and agree that as between you and Company, the Fare is a recommended amount, and the primary purpose of the pre-arranged Fare is to act as the default amount in the event you do not negotiate a different amount.
(b) You shall always have the right to:
(i) charge a fare that is less than the pre-arranged Fare; or
(ii) negotiate, at your request, a Fare that is lower than the prearranged Fare (each of (i) and (ii) herein, a “Negotiated Fare”). Company shall consider all such requests from you in good faith. Company agrees to remit, or cause to be remitted, to you on at least a monthly basis:
(A) the Fare less the applicable Service Fee;
(B) the Tolls; less
(C) Any taxes and ancillary fees.
(c) You agree that other amounts may be deducted from the Fare prior to remittance to you (e.g., vehicle financing payments, lease payments, mobile device usage charges, tickets or fines, processing fees, etc.), the order of any such deductions from the Fare shall be determined exclusively by Company (as between you and Company).
4.2 Changes to Fare Calculation. Company reserves the right to change the Fare Calculation at any time in Company’s discretion based upon local market factors, and you agree to monitor any 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 LIMO BWI Services after any such change in the Fare Calculation shall constitute your consent to such change.
4.3 Fare Adjustment. Company reserves the right to:
(a) adjust the Fare for a particular instance of Transportation Services (e.g., you took an inefficient route, you failed to properly end a particular instance of Transportation Services in the Website, technical error in the LIMO BWI Services, etc.); or
(b) cancel the Fare for a particular instance of Transportation Services (e.g., User is charged for Transportation Services that were not provided, in the event of a User complaint, fraud, etc.).
4.4 Company’s decision to reduce or cancel the Fare in any such manner shall be exercised in a reasonable manner. The Company reserves the right to charge a fee for the processing of any speeding tickets or other violations or fines.
4.5 Service Fee. In consideration of Company’s provision of the Website and the LIMO BWI Services for your use and benefit hereunder, you agree to pay Company a service fee on a per Transportation Services transaction basis calculated as a percentage of the Fare determined by the Fare Calculation (regardless of any Negotiated Fare) or a negotiated monthly amount, as provided to you via 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 Fare, Company shall calculate the Service Fee based on the Fare net of such taxes. The 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 LIMO BWI Services after any such change in the Service Fee calculation shall constitute your consent to such change.
4.6 Cancellation Charges. You acknowledge and agree that Users may elect to cancel requests for Transportation Services that have been accepted by you via the website at any time prior to your arrival. In the event that a User cancels an accepted request for Transportation Services, Company may charge the User a cancellation fee on your behalf. If charged, this cancellation fee shall be deemed the Fare for the cancelled Transportation Services 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:
(a) charge a cancellation fee that is less than the Cancellation Fee; or
(b) negotiate, at your request, a cancellation fee that is lower than the Cancellation Fee (each of (i) and (ii) herein, a “Negotiated Cancellation Fee”).
4.7 If charged, the Cancellation Fee (regardless of any Negotiated Cancellation Fee) shall be deemed the Fare for the cancelled Transportation Services for the purpose of remittance to you hereunder but the Company reserves the right to deduct an amount per cancellation fee.
4.8 Receipts. As part of the LIMO BWI Services, Company provides you a system for the delivery of receipts to Users for Transportation Services rendered. Upon your completion of Transportation Services for a User, Company prepares an applicable receipt and issues such receipt to the User via email or via the User’s passenger application on your behalf if applicable. Such receipts are also provided to you via email, Driver’s App, or the online portal available to you through the LIMO BWI Services. Receipts include the breakdown of amounts charged to the User for Transportation Services 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 User’s receipt for Transportation Services must be submitted to Company in writing within three (3) business days after the completion of such Transportation Services. 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.
4.9 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 Transportation Services as required by applicable law, including but not limited to, federal and provincial taxes and Goods and Services Tax (“GST”), Employment Insurance (“EI”) and worker’s compensation; and
(b) provide Company with all relevant tax information.
4.11 You further acknowledge and agree that you are responsible for taxes on your own income arising from the performance of Transportation Services. 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 Transportation Services and/or provide any of the relevant tax information you have provided pursuant to the foregoing requirements in this Section 4.10 directly to the applicable governmental or collecting tax authorities on your behalf or otherwise.
Section 5 Proprietary Rights; License
5.2 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 LIMO BWI Services, Website or any Company Device in any way;
(d) 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 7 Privacy
7.1 Disclosure of Your Information. Subject to applicable law, Company and its Affiliates may, but shall not be required to, provide to you, a User, 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 Transportation Services provided hereunder if:
(a) there is a complaint, dispute or conflict, including an accident, between you and a User;
(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:
(i) protect the safety, rights, property or security of Company or its Affiliates, the LIMO BWI Services or any third party;
(ii) to protect the safety of the public for any reason including the facilitation of insurance claims related to the LIMO BWI Services;
(iii) to detect, prevent or otherwise address fraud, security or technical issues;
(iv) 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 LIMO BWI Services. You understand that Company may retain your personal data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated.
7.2 Company and its Affiliates may collect your personal data during the course of your application for, and use of, the LIMO BWI 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 8 Insurance
8.1 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 roads within the Territory. Where applicable, as a provider of Transportation Services may be defined by local law as a private transportation provider. In such jurisdictions, you may be required to maintain automobile liability insurance that is in excess of private passenger vehicle levels, and you agree that your insurance coverage complies with such a statutory increase. 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 8.1 upon request. Furthermore, you must provide Company with written notice of cancellation of any insurance policy required by Company. The 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 8 at all times.
8.2 You may come to an agreement with the Company for the provision of insurance coverage.
8.3 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.
8.4 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 Transportation Services 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 the Company, to resolve them with your insurer(s).
8.5 The Company may maintain during the term of this Agreement insurance related to your provision of Transportation Services as determined by Company in its reasonable discretion or as described in a City Addendum, 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 Transportation Services and to cooperate and provide all necessary information related thereto, including participation in any related claims or legal proceedings. You expressly agree to subrogate any and all of your rights related to any claims made under such a policy maintained by the Company.
8.6 You agree that the Company may charge a fee for the creation of a deduction pool but that you are responsible for any deductibles for at fault accidents.
Section 9 Representations and Warranties; Disclaimers
9.1 By You. You hereby represent and warrant 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) Transportation Services using the Vehicles pursuant to this Agreement, and
(ii) passenger transportation services to third parties in the Territory generally.
9.2 Disclaimer of Warranties. COMPANY AND ITS AFFILIATES PROVIDE, AND YOU ACCEPT, THE LIMO BWI SERVICES, WEBSITEP AND THE COMPANY DEVICES 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 LIMO BWI SERVICES, WEBSITE OR THE COMPANY DEVICES:
(a) WILL BE UNINTERRUPTED OR ERROR FREE; OR
(b) WILL RESULT IN ANY REQUESTS FOR TRANSPORTATION SERVICES. 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 TRANSPORTATION SERVICES FROM YOU, AND COMPANY AND ITS AFFILIATES DO NOT SCREEN OR OTHERWISE EVALUATE USERS. BY USING THE LIMO BWI SERVICES AND WEBSITE, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHER THIRD PARTIES. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE LIMO BWI SERVICES OR WEBSITE.NOTWITHSTANDING COMPANY’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF YOU FOR THE PURPOSE OF ACCEPTING PAYMENT FROM USERS ON YOUR BEHALF AS SET FORTH IN SECTION 4 ABOVE, COMPANY AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY USER OR OTHER THIRD PARTY.
9.3 No Service Guarantee. COMPANY AND ITS AFFILIATES DO NOT GUARANTEE THE AVAILABILITY OR UPTIME OF THE LIMO BWI SERVICES OR WEBSITE. YOU ACKNOWLEDGE AND AGREE THAT THE LIMO BWI SERVICES OR WEBSITE MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON, OR SHUT DOWN PERMANENTLY WITHOUT NOTICE (e.g., DUE TO SCHEDULED MAINTENANCE OR NETWORK FAILURE). FURTHER, THE LIMO BWI SERVICES OR WEBSITE 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.
Section 10 Indemnification
10.1 You shall indemnify, defend (at Company’s option) and hold harmless Company and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to:
(a) your breach of your representations, warranties or obligations under this Agreement; or
(b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to your provision of Transportation Services or use of the LIMO BWI Services. This indemnification provision shall not apply to your breach of any representations regarding your status as an independent contractor.
Section 11 Limits of Liability.
11.1 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:
(a) ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND; OR
(b) YOUR OR ANY THIRD PARTY’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 4 ABOVE, 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 SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
Section 12 Term and Termination
12.1 Term. This Agreement shall commence on the date accepted by you and shall continue until terminated as set forth herein.
12.2 Termination. Either party may terminate this Agreement:
(a) without cause at any time upon seven (7) days prior written notice to the other party;
(b) immediately, without notice, for the other party’s material breach of this Agreement; or
(c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party.
12.3 In addition, Company may terminate this Agreement or deactivate your Driver ID immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of Company and its Affiliates, to provide Transportation Services or to operate the Vehicle, or as otherwise set forth in this Agreement.
12.4 Effect of Termination. Upon termination of the Agreement, you shall:
(a) promptly return to Company all Company Devices; and
(b) pay any amounts outstanding to the Company, including any outstanding traffic or other fines and penalties, monies expended by the Company for provision of Company branding, etc.; and
(c) immediately delete and fully remove the Website from any of Your Devices. Outstanding payment obligations and Sections Section 1, 2.3, 2.5(c), Section 4, 5.4, Section 6, Section 7, Section 9, Section 10, Section 11, 12.4, Section 13, Section 14, Section 15 and Section 16 shall survive the termination of this Agreement.
Section 13 Relationship of the Parties
13.1 Except as otherwise expressly provided herein with respect to Company acting as the limited payment collection agent solely for the purpose of collecting payment from Users on your behalf, 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, or agency relationship exists between Company and you.
13.2 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 14 Miscellaneous Terms
14.1 Modification. In the event Company modifies the terms and conditions of this Agreement at any time, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Company reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by using the LIMO BWI Services, or downloading, installing or using the Website, you are bound by any future amendments and additions to information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Fare Calculations.
14.2 Continued use of the LIMO BWI Services or Website after any such changes shall constitute your consent to such changes. Unless changes are made to the arbitration provisions herein, you acknowledge and agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration.
14.3 Supplemental Terms. Supplemental terms may apply to your use of the LIMO BWI 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.
14.4 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.
14.5 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.
14.6 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 form a part of this Agreement.
14.7 No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement, except as expressly set forth in the Arbitration Provision in Section 14, and elsewhere in this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.
14.8 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 or Driver’s App, available to you on the LIMO BWI Services. Any notice delivered by you to Company under this Agreement will be delivered by contacting Company at https://www.LIMO BWI.com in the “Contact Us” (or equivalent) section. Additional Territory-specific notices may be required from time to time.