Last Updated: July 6, 2017
Driver Logic Transportation, LLC Transport Program Terms and Conditions
By registering as a Customer with Driver Logic Transportation, LLC (hereinafter referred to as “DLT”), you are agreeing to the following Terms and Conditions. The Terms and Conditions constitute a binding contract between you and Driver Logic Transportation, LLC. DLT is an authorized licensee of the HERO system (“ hereinafter referred to as HERO”) For purposes of this contract (alternately referred to as "Contract" “Terms and Conditions” or "Agreement"), any references to "you" or "your" within this document shall refer to you, the Customer utilizing HERO Any reference to "we" "us" or "our" shall refer solely to DLT.
1. Definitions. Except as otherwise defined in this Agreement, capitalized terms have the meanings set forth below:
(a) “Driver” is a registered and licensed driver that utilizes DLT’s Transport Service to avail themselves to Customers to provide designated driving services.
(b) “Vehicle” is a vehicle designated by Customer, for which Customer authorizes a Driver to drive, for the purposes of providing designated driving services, pursuant to the terms of this Agreement.
(c) “Reservation” is a request for Transport Services (as defined below) by Customer, through HERO.
2. Description of Service. DLT is a referral service that provides information to You about where, when, and from whom You may obtain driving services. By signing up with this service (referred to hereinafter as "Referral Service," “Delivery Service” or simply "Service"), we agree to provide You with timely information about individuals that may serve you. We require a Referral Fee (defined below) and compliance with this Agreement in exchange for services, as detailed in the terms and conditions of this Agreement. By receiving our referrals to Drivers, you agree to abide by all of the terms and conditions in this Agreement. During peak usage of the service, Drivers may not be available. Referrals to Drivers are available on a “first come, first serve” basis, and not guaranteed until confirmed by DLT.
4. Customer Conduct. Any of the following acts by Customer shall be considered a material breach of this Agreement:
(a) Use of DLT for an unlawful purpose.
(b) Making false or disparaging comments about DLT, its employees, Customers or Drivers.
(c) Use of DLT for something other than its intended purpose.
(d) Interference with or compromise to the security of DLT, or any computer, server, account, network, data, software and/or hardware associated with DLT.
(e) Any attempt to obtain access to any portion of DLT, any computer, server, account, network, software and/or hardware associated with DLT, from which you are restricted.
(f) Using inaccurate or false information to gain access to the services provided by DLT.
DLT reserves the right to prohibit any conduct involving DLT that it deems to be inappropriate or illegal.
5. Payments and Fees.
(a) In exchange for the Services, Customer hereby agrees to pay DLT the amount listed in HERO (Hereinafter referred to as, “Referral Fee” or “Delivery Fee”), at the time of the Reservation, in accordance with Section 5(b). In exchange for the Referral Fee, DLT shall provide you with the opportunity to avail yourself to Drivers willing to provide designated driving services. You hereby acknowledge and agree that your registration is made in order to facilitate a business transaction, and not a transaction to purchase goods or services for personal or household use.
(b) DLT shall invoice Customer monthly, and invoices shall be payable five (5) days from the invoice date.
(c) If DLT does not receive payment for services rendered within the agreed upon payment term, no longer than that of 30 days after invoice is sent, a 5% monthly penalty fee will be added to all due balances.
(d) DLT will be responsible for paying any tolls, parking fees or violations incurred while providing Services for Customer.
6.Referral Cancellation/Revisions. If you wish to cancel your Reservation, you must do so prior to the dispatch of a Driver by DLT. If you do not cancel your Reservation prior to the dispatch of a Driver by DLT, you will be charged the amount quoted in HERO when you submit your reservation.
7. Restrictions. You are not permitted to receive driving services from Drivers registered with DLT, except through your contractual relationship with DLT. All requests for service with DLT must be placed directly with DLT through HERO, and calling a Driver directly is not considered a request for service with DLT. You hereby agree that receiving driving services of the type provided to referrals from DLT, and from the Drivers you obtain knowledge of through DLT is a material breach of this Agreement and all rights and protections provided by this Agreement to you are null and void, and you hereby waive any rights or remedies you have against DLT under this agreement or under applicable law. If you violate this provision, DLT may, in its sole discretion and without notice, in addition to any remedies available under applicable law, (i) suspend or terminate you from current or future services through DLT; (ii) pursue any remedy necessary to enforce this this provision in a court of law; and (iii) and recover damages related to enforcing this provision including but not limited to (a) lost profits; (b) costs; (c) expenses; and (d) attorney fees.
8. Copyright, Trademark and Intellectual Property. All information, content and material made available by DLT through HERO, including, without limitation, any computer code, design, text, drawings, photographs, graphics, sound recordings and video recordings as well as any copyrights, trademarks, patents or other intellectual property or proprietary rights comprising DLT or any component or element of DLT (collectively, the "Content") is owned by or licensed to DLT. The compilation of the Content on DLT is the exclusive property of DLT, and its licensors and is protected by U.S. and international copyright law. DLT, its parent company and its licensors retain all rights in the Content of DLT. The Content may not be modified, copied, distributed, downloaded, displayed, e-mailed, transmitted, performed or sold in any form or by any means, in whole or in part, without the prior written consent of the respective owner thereof. DLT grants you permission to display and print the Content of DLT (other than the computer code comprising DLT) for your personal, non-commercial use only; provided, that, even if you display or print the Content of DLT as permitted hereunder, you may not modify, reproduce, transmit, distribute, publicly display or perform, or create derivative works from that Content and you must retain all copyright and other proprietary notices contained in or on the Content. The Content may not be used in connection with any service or information that is not DLT's or in any manner that is likely to cause confusion among consumers or that disparages DLT. The rights granted herein terminate automatically if you breach these Terms and Conditions. Upon termination of these rights, you must immediately destroy any Content you displayed or printed. DLT and all derivations thereof are trademarks of DLT. Other marks used on DLT are either registered trademarks, trademarks, trade names, service marks, or otherwise protected property of DLT and may not be used, copied or imitated without the prior written consent of DLT.
9. Alteration by DLT. DLT may change, suspend or discontinue any feature, aspect, or service available through DLT at any time. DLT may alter the availability of any feature of DLT or service related to any feature of DLT at any time. DLT may add, remove or modify any content of DLT, including that of third parties, at any time.
10. Damage and Loss Claims. Subject to Sections 11 and 13(a) herein, DLT will administer recovery of the losses associated with damage, loss or theft of a Vehicle that occurs while a Driver is in possession, custody or control of a Vehicle (each such incident, a “Loss Event”) and any related insurance claim(s). The burden is on the Customer to establish by that any Loss Event reported to DLT under this section occurred while a Driver was in the care, custody or control of the Vehicle. In order to meet its burden under this section Customer must provide time-stamped photos, both prior to, and immediately after the reservation, evidencing the Loss Event occurred while the Vehicle was in the care, custody and control of the Driver. If Customer meets its burden under this section, DLT will pay or reimburse Customer in respect of such Loss Event on the terms described below:
(a) Within 60 days of such loss being reported to DLT, DLT will pay or reimburse Customer for the repair costs for such physical damage only to the Vehicle, in such amount as DLT, at its discretion, determines is due pursuant to Section 10(d);
(b) In the event of the cost to repair the vehicle is higher than the actual cash value (ACV) of the vehicle, DLT will pay or reimburse Provider the replacement cost of the Vehicle less the salvage value of the vehicle, in such amount as DLT, at its discretion, determines is due pursuant to Section 10(d). Payment will be issued 60 days after the initial invoice is received from Customer;
(c) If a Vehicle is not recovered within 90 days from a report of loss or theft being filed with the appropriate local law enforcement authority, DLT will pay Customer the replacement cost of the Vehicle, and Customer will transfer to DLT clear title to the Vehicle in exchange for such payment;
(d) Customer will provide DLT with receipts and other documents to support the physical damage to repair the vehicle, the replacement costs and/or the salvage value, as appropriate, and will authorize and permit DLT to examine the Vehicle and to appoint agents including loss adjusters to review such repair, replacement costs and/or salvage values;
(e) In no event shall DLT have any obligation to pay or reimburse Customer (i) more than $100,000 per Loss Event, (ii) if DLT has received confirmation that a third party insurer will pay the cost of repair or replacement in respect of such Loss Event, and/or (iii) for any third party losses or special or consequential damages including loss of use arising from a Loss Event; and
(f) Provider assigns to DLT all of its rights and claims against each DLT User to recover losses arising from any Vehicle damage, loss or theft.
(a) DLT carries automobile liability, and automobile collision insurance that provides one million dollars in liability coverage for a Loss Event. In order for a Loss Event to be eligible for coverage under section 10, it must be covered by one of DLT’s insurance policies listed herein. DLT does not guarantee any payment whatsoever or compensation for a Loss Event. You may be personally liable for damages that either the Driver’s, DLT’s, or your insurance does not cover. DLT reserves the right to modify or terminate its insurance, at any time, in its sole discretion, and without prior notice.
(b) As a condition of using the services of DLT, you are required to maintain and carry proof of your respective state's minimum motor vehicle insurance (hereinafter "Policy"). The Policy must provide coverage for each Vehicle. This requirement is not intended to be a limitation of insurance. Accordingly, you are at risk of any content loss or physical damage that occurs during your use of the service through no fault of Driver. That insurance must cover the Vehicle.
(c) You shall make available proof of the Policy to your Driver prior to receiving service. You agree that you will notify DLT immediately if you do not have such insurance due to a failure to purchase, cancellation, or lapse.
12. Independent Contractor. You hereby acknowledge that you are receiving only referral services from DLT, and that each Driver to whom you are referred is an independent contractor and is not an employee of DLT. You and DLT agree that this relationship does not create any actual or apparent agency, partnership, franchise, or relationship of employer and employee between the Driver and DLT. You also acknowledge that any Driver to whom you are referred is not authorized to enter into or commit DLT to any agreements beyond those authorized by this Agreement. Furthermore, the Driver is contractually bound to not represent itself as the agent or legal representative of DLT, and shall not be construed as ever doing so.
13. Indemnification & Waiver.
(a) Subject to the limitations listed in Section 17(b), the Parties will indemnify, hold harmless and defend each other, their affiliates and their respective shareholders, directors, officers, members, managers, employees, agents, attorneys, contractors, successors, and assigns (each, a “Indemnified Party”) from and against any damage, cost, loss, liability, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ and experts’ fees and costs (collectively, “Losses”) that are incurred by a Indemnified Party arising out of or incurred in connection with any judicial or non-judicial claim, demand, or action (each, a “Claim”) relating to, or arising from any of the following: (i) breach or non-fulfillment of any provision of this Agreement; (ii) any negligent or more culpable act or omission of breaching party or its directors, officers, employees, agents or affiliates (collectively, “Representatives”) (including any reckless or willful misconduct) in connection with the performance of its obligations under this Agreement; (iii) any bodily injury, death of any person or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of a party or its Representatives (including any reckless or willful misconduct); (iv) any failure by a party or its Representatives to comply with any applicable federal, state or local laws, regulations or codes in the performance of its obligations under this Agreement. Nothing in this subsection (a) shall be construed as providing indemnification by DLT for any Losses that are incurred by a Party arising out of or incurred in connection with any Claim relating to, or arising from the negligent entrustment of a Vehicle.
(b) Customer shall hold harmless and defend DLT, their affiliates and their respective shareholders, directors, officers, members, managers, employees, agents, attorneys, contractors, successors, and assigns from and against any Losses that are incurred by DLT arising out of or incurred in connection with any Claim relating to, or arising from any of the following: (i) the negligent entrustment of a Vehicle to a Driver or any other individual to whom a Vehicle is being delivered.
14. Confirmation of Driver. Customer shall have the duty to verify the identity of Driver to assure the Driver is the Driver who has been registered with DLT and to whom the Reservation was assigned in HERO. DLT shall have no responsibility for any claims relating to the transfer of a Vehicle by Customer to an individual not authorized and/or registered by/with DLT.
15. Duty to Notify & Cooperate / Procedure in Case of Accident or Injury. You agree to fully and timely cooperate in any investigation by DLT of any incident (including a Loss Event) reported by you, a Driver, or any other person; any suit brought by a third party; and/or any process of binding arbitration that may affect a right or interest of DLT. You acknowledge that your cooperation shall include, when relevant, release of any insurance information and medical information and/or tests, including your medical and law enforcement records, related to any accident, injury, violation of law, or violation of the terms and conditions of this Agreement.
16. Disclaimers. EXCEPT AS PROVIDED IN THIS AGREEMENT, ALL DLT SERVICES ARE PROVIDED "AS-IS" AND "AS-AVAILABLE". DLT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING THE OPERATION OF DLT, THE CONTENT, INFORMATION, AND/OR SERVICES AVAILABLE ON OR THROUGH DLT. THE COMPANY DOES NOT GUARANTEE THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY INFORMATION PROVIDED AT OR THROUGH DLT (BY LINK OR OTHERWISE) AND IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS, OR FOR THE RESULTS OBTAINED FROM USE OF SUCH INFORMATION. YOU AGREE THAT DLT IS NOT RESPONSIBLE FOR AND CANNOT GUARANTEE AGAINST THE INTRODUCTION OF VIRUSES OR WORMS, OR UNAUTHORIZED USERS ATTEMPTING TO ACCESS, OR OBTAINING ACCESS TO DLT OR YOUR COMPUTER OR OTHER SYSTEMS FROM OR THROUGH DLT. DLT MAY TEMPORARILY OR PERMANENTLY SUSPEND ACCESS TO OR DISCONTINUE DLT OR ANY PAGE OF DLT AT ITS DISCRETION, AT ANY TIME, WITHOUT NOTICE. YOU AGREE TO VISIT DLT SOLELY AT YOUR OWN RISK. YOU AGREE THAT YOUR USE OF DLT, AND ANY CONTENT, INFORMATION AND/OR SERVICES AVAILABLE THROUGH DLT IS SOLELY AT YOUR OWN RISK. WE DO NOT WARRANT THAT DLT WILL BE AVAILABLE AT ALL TIMES OR THAT A VISITOR’S USE WILL BE CONTINUOUS AND/OR ERROR FREE. WE DO NOT MAKE ANY WARRANTIES THAT THE CONTENT, INFORMATION AND/OR SERVICES AVAILABLE THROUGH DLT ARE ACCURATE, RELIABLE, OR CURRENT. THE COMPANY DISCLAIMS, TO THE MAXIMUM EXTENT PERMISSIBLE, ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT IN RELATION TO THE CONTENT, INFORMATION, SERVICE OR PRODUCTS PROVIDED AT, THROUGH OR IN CONNECTION WITH DLT.
17. Limitation of Liability
(a) EXCEPT AS PROVIDED IN THIS AGREEMENT, NEITHER WE, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, SERVING, HOSTING, MAINTAINING AND/OR UPDATING DLT SHALL BE LIABLE, UNDER ANY CIRCUMSTANCES FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF DLT, THE SERVICE OR THE CONTENT, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND/OR CONSEQUENTIAL DAMAGES ARISING FROM HARM INCLUDING, BUT NOT LIMITED TO INJURY TO PROPERTY OR PERSON, MISTAKES, OMISSIONS, INTERRUPTIONS, DETERIORATION OR CORRUPTION OF FILES, DELETION OR CORRUPTION OF E-MAIL, ERRORS, LOSS OF DATA, LOSS OF PROFITS, DEFECTS, VIRUSES, AND/OR DELAYS, THAT RESULT FROM YOUR USE OF OR INABILITY TO USE DLT, RESULTING FROM ACTS INCLUDING BUT NOT LIMITED TO ACTS OUTSIDE OF OUR CONTROL, NETWORK FAILURE, HARDWARE OR SOFTWARE FAILURE, THEFT, INTERNET FAILURE, UNAUTHORIZED ACCESS, THE COMPANY'S NEGLIGENCE OR YOUR OWN ERRORS AND/OR OMISSIONS AND ANY OTHER CAUSE, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THIS SECTION APPLIES TO ALL CONTENT, GOODS AND SERVICES AVAILABLE THROUGH DLT. IN ANY JURISDICTION WHERE EXCLUSION OR LIMITATION OF LIABILITY FOR ANY TYPE OF DAMAGES IS PROHIBITED, DLT'S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT ALLOWED BY THAT JURISDICTION. IF YOUR USE OF DLT OR THE CONTENT, INFORMATION, PRODUCTS OR SERVICES PROVIDED AT, THROUGH OR IN CONNECTION WITH DLT OR ANY OTHER WEBSITE LINKED TO DLT RESULTS IN ANY LOSS TO YOU, OR RESULTS IN THE NEED FOR ANY SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME RESPONSIBILITY FOR ALL SUCH LOSSES AND ALL COSTS ARISING THEREFROM OR ASSOCIATED THEREWITH.
(b) IN NO EVENT SHALL DLT’S LIABILITY UNDER THIS AGREEMENT EXCEED $1,000,000.
18. Marketing. Except through DLT or with express permission from DLT, you hereby agree that you shall not create or participate in any advertisement that identifies both you and any affiliation with DLT. "Advertisement" is defined as any informational message, including any radio advertisement, billboard, flyer, leaflet, or other physical medium; or any website, mobile application, banner ad, or other digital medium that either identifies DLT, and/or uses any of its intellectual property, including copyrighted text, pictures, and images; and including marks protected by US trademark laws. You agree that DLT retains sole authority to advertise it service, and may continue to do so in its sole discretion, notwithstanding the terms, conditions and obligations set forth in this Agreement.
19. Enforceability. You hereby affirm that you are of sound mind and body to enter this Agreement, are able to understand it, and hereby waive any defense to the enforceability of its terms and conditions, including intoxication.
20. Governing Law. This Agreement will be governed in accordance with the AAA Rules (with respect to any arbitration as contemplated above) and the laws of the State of California without reference to its conflicts of law principles. The Parties agree that the exclusive jurisdiction of any actions arising out of this Agreement will be in arbitration as set forth in Section 20 below, and otherwise in the state or federal courts the County of Los Angeles, California and each of the parties consents to the jurisdiction of such arbitration bodies and courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. The prevailing Party in any dispute shall have the right to collect from the other Party its reasonable costs and necessary disbursements, including attorneys’ and experts’ fees, incurred in enforcing this Agreement. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.
21. Arbitration. Any dispute over this Agreement or any other matter between you and DLT arising shall be subject to binding arbitration in the State of California, city of Los Angeles, with an arbitrator chosen by DLT. You and DLT agree to share the cost of the arbitrator.
22. Amendments. This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and specifically incorporates all prior oral and written agreements relating to the subject matter hereof. No portion or provision of this Agreement may be changed, modified, amended, waived, supplemented, discharged, canceled or terminated orally or by any course of dealing, or in any manner other than by an agreement in writing, signed by the party to be charged.
23. Termination. Breach of any of this Agreement shall entitle DLT, in its sole discretion, to suspend or terminate your registration as a Customer with the DLT.