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Welcome to the Moveo Technologies Corporation (dba drvn) (“MTC”), Service Agreement (“Agreement”). The collective terms and conditions contained herein are a binding legal agreement between you, the (“Client”)(collectively with MTC, “the parties”), and MTC for use of its (“Services”), which constitute a technology platform that enables users of MTC’s digital applications, websites or online portal provided as part of the Services (each, a “Portal”), to arrange and schedule transportation and/or logistics services with third-party providers of such professional services, including independent third party transportation providers and third-party logistics providers (“Partner”), under agreement with MTC. The Client acknowledges that MTC does not provide transportation services or function as a transportation carrier.
These Terms and Conditions (“Terms”) govern the provision of the Services arranged by MTC to the Client. The Client's access and use of the Services constitutes their agreement to be bound by these Terms. If the Client does not agree to these Terms, they may not access or use the Services. Supplemental terms may apply to certain Services, such as policies for a particular event, activity, or promotion, and such (“Supplemental Terms”), will be disclosed to the Client in connection with the applicable Services via the Confirmation. Supplemental terms are in addition to and shall be deemed a part of the Terms for the purposes of the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.
(a) This Agreement integrates, merges, and supersedes all prior offers, negotiations, verbal understandings, and agreements concerning the subject matter hereof and constitutes the entire agreement between the parties.
(b) Unless expressly accepted in writing by an MTC Authorized Representative, additional or differing terms or conditions proposed by Client or provided by Client are herein expressly rejected by MTC and shall have no effect on MTC or this Agreement.
(c) By accepting this Agreement, the Client herein, without exception, accepts complete and full absolute financial responsibility for any and all individuals, employees, directors, managers, members, agents, officers, independent contractors, and authorized individuals of the Client who access and use MTC’s Services or directs other individuals to do so.
Client, whether an association, corporation, limited partnership, state entity, agency, partnership, limited liability company, offshore entity, or trust, etc., represents to MTC that this Agreement and the execution and delivery hereof have been duly authorized by all necessary corporate, partnership, or trust proceedings and actions including, but not limited to, actions on the part of the directors, officers and agents of the Client, if so required, pursuant to their respective governing agreements, if any.
MTC uses basic terms throughout the Agreement, and they have specific meanings. In this Agreement, including within Section 1, the following terms will have the respective meanings set forth below:
(a) “Account Holder” refers to a Client registered under Portals who is designated and authorized to transact business on behalf of an entity.
(b) “Base Rate” refers to a subtotal price calculated using factors such as vehicle class and type, distance, and ‘time of travel.’
(c) “Confirmation” refers to an email sent by MTC affirming a Service reservation made by a Client and containing the specific terms and conditions unique to each Ride.
(d) “Hourly Rate” refers to a price rate per hour for the vehicle class and the mileage driven as a component of the charges for Service.
(e) “Invoice” refers to an itemized statement, sent only to Account Holders, that states the quantities and prices for Services rendered.
(f) “Modifications” refer collectively to Service alterations requested by the Client, including, but not limited to, specific vehicles, additional hours requested, pick-up date, pick-up time, special item requests, and routing.
(g) “Post-Ride” refers to a period of Service beginning at Ride Completion and ending at final settlement and full Service payment.
(h) “Pre-Ride” refers to a period of Service beginning at the Client’s receipt of an email Confirmation and ending at Ride Commencement.
(i) “Receipt” refers to an email sent by MTC stating the Client’s processed payment details for a Service to be rendered or has been rendered.
(j) “Ride” refers to a period of Service where a Client is picked up, by a Partner, at a predetermined location and time, and then ends when the Client is dropped off either at a predetermined or Client determined (‘as directed’ during a Ride) location.
(k) “Ride Commencement” refers to the initiation of a Ride at a Client-determined pick-up location at a predetermined time and date by a Partner.
(l) “Ride Completion” refers to a Ride’s conclusion once the Partner arrives at the drop-off location and the Client has exited the vehicle.
(m) “Ride Specialist” refers to an MTC team member who may assist the Client with booking, managing, monitoring, and completing Services.
The Client covenants, represents, and warrants that all information it has provided via the Portals is accurate and truthful and that MTC is relying, to its detriment, on said information provided. MTC shall not be held responsible for the accuracy of the information provided by the Client. MTC shall not be responsible for any information contained within the Confirmation, including, but not limited to, quotes and all other information displayed across all modes of communication. The Client agrees to verify all information provided to MTC before submission. Client agrees that submitting the same without verification as to the accuracy therein is done at its risk and that assumes said risk.
3.1 Transfer Services
MTC arranges transfer Services from a determined pick-up location to a determined drop-off location. A Transfer Service is billed to the Client by applying a Base Rate along with charges and fees, if any. Should the Client wish to extend the duration of the Transfer Service, the Client must speak with a Ride Specialist by calling +1 (786) 933-9300. For modified Transfer Services during the Ride, MTC reserves the right to charge the Client the Hourly Rate as it deems reasonably necessary. Upon Ride Completion, if the drop-off location is greater than either twenty (20) miles or one (1) hour from the pick-up location, an additional hourly-based travel time charge shall apply along with any other charges and fees associated with Partner accommodations. If the Client requests that a Ride be completed outside the city area of pick-up, additional fees may apply.
3.2 Hourly Services
MTC arranges hourly Services from a determined pick-up location at a determined pick-up time as confirmed in the Booking Confirmation pursuant to the Client’s instructions via the Portals. As a general rule, there is no right to change the pick-up time, once confirmed. An hourly Service is billed to the Client by applying an Hourly Rate along with charges and fees, if any. In the event that the Ride is terminated or completed prior to the confirmed drop-off time as confirmed in the Booking Confirmation, the Client shall not be entitled to a credit or refund from the Partner or MTC. If the Client requests that a Ride be completed outside the city area of pick-up, additional fees may apply.
4.1 Airport & FBO Services
MTC, via its Portals, arranges airport and fixed-based operator (“FBO’’), Services from each airport’s designated pick-up location from a Partner. The Client must provide MTC the flight or tail number when requesting an airport or FBO Service. When possible, Partners and Ride Specialists will monitor the status of worldwide commercial airline flight arrivals. Flight statuses monitored include but are not limited to, diversions, delays, and cancellations. The Client is responsible for communicating to MTC any flight status changes.
4.1.1 Airport Pick-Up Locations
Circumstances permitting, for domestic flight arrivals, the Partner will meet the Client at the flight’s designated baggage claim. For international flight arrivals, the Partner will meet the Client at the airport’s customs lobby. As dictated by each airport’s vehicle and service access policies, it may be necessary for the Partner to meet the Client curbside at a determined airport terminal. Notwithstanding, the Client understands that MTC cannot guarantee any specific point of pick-up as areas may be off limits, under construction, or inaccessible to Partners at the time of Pick-up. For FBO flights, the Partner will meet the Client on the tarmac following local FBO policies. If prohibited by the FBO, the Partner will meet the Client in the lobby. If the Client cannot locate the Partner in any of these pick-up locations, the Client must speak with a Ride Specialist by calling +1 (786) 933-9300.
4.1.2 Ride Commencement for Airport and FBO Services
The confirmed flight arrival time posted on the airline website defines the Ride Commencement of an airport Service. The Client determined pick-up time defines Ride Commencement for an FBO Service.
4.1.3 Flight Diversion and Delay
For flight diversions or arrival delays, MTC will make reasonable efforts to maintain Service availability, but MTC shall not be held responsible for the rendering of Service and the same may be canceled. If the Client wishes to modify the Service due to an unforeseen flight change or flight status change, the Client must speak with a Ride Specialist by calling +1 (786) 933-9300. If the Client chooses to cancel the Service, a late cancellation charge may apply, according to the terms of the Ride Confirmation. In no event shall MTC be responsible for providing Services in the event of a significant delay or cancellation of the flight. Notwithstanding the same, if MTC decides solely on its own discretion to provide the Service, even in the event of a Flight Diversion or Delay, additional charges may be imposed, including, but not limited to additional waiting times.
4.1.4 Flight Cancellation
Promptly upon the Client’s confirmation that a flight has been canceled, the Client must notify MTC of Service changes and speak with a Ride Specialist by calling +1 (786) 933-9300. MTC confirms flight cancellations once they are posted on the airline’s website. The Client will not incur charges, if both: 1) a flight is confirmed canceled by the airline’s website, and 2) the Client provides proper and timely notification of the flight cancellation to MTC.
4.2 Cruise Port Services
MTC arranges cruise port Service at specific cruise port pick-up locations. The Client must provide MTC with the cruise line and cruise ship name when requesting a cruise port Service. For cruise port Services, Ride Commencement pick-up time is determined by the Client. The Client will be responsible for communicating with MTC any cruise ship arrival status changes. If the Client wishes to modify the Service based on an unforeseen cruise ship arrival delay, the Client must speak with a Ride Specialist by calling +1 (786) 933-9300. If the Client does not wish to use the Service, the Client will incur a late cancellation charge. For cruise ship diversion or delays, MTC will make reasonable efforts to maintain Service availability, but MTC will not be held responsible for the rendering of Service.
4.3 Greeting Services
MTC arranges a “meet-and-greet” Service, where the Partner exits the vehicle and greets the Client at a determined pick-up location. If additional assistance is required, the Client may request a professional greeter to perform the meet-and-greet Service. A meet-and-greet Service may be necessary, at MTC’s or the Partner’s sole discretion, for certain flight arrivals.
5.1 Service Rates
Service Rates are subject to change without notice. MTC reserves the right to modify the Base Rate and Hourly Rate for its Services, as it deems reasonably necessary. Base Rates and Hourly Rates will vary by market, Service availability, and regulation. MTC may offer promotional rates at its sole discretion. MTC reserves the right to apply the Hourly Rate to any Service, at its sole discretion.
5.2 Service Quotations
Ride Specialists or a member of MTC’s customer service team may provide the Client with a quote based on an initial Service cost estimate. The Clients’ contact information, including name, phone number, email address, and Ride details, are required for MTC to provide a valid quote. The receipt of a quote does not guarantee Service availability or the formation of a contract for transportation. Until acceptance, MTC reserves the right to unilaterally revoke, rescind or change any quotation. MTC reserves the right to modify a quote’s Base Rate, Hourly Rate, charges, and fees when: 1) any Modification is requested, or 2) circumstances would reasonably dictate such change or Modification.
5.3 Service Confirmations
Ride Specialists or a member of MTC’s customer service team may provide the Client with a Confirmation once MTC secures Service availability from a Partner and once the Client has tendered a payment method. If the Client requests a Service using the Portals, MTC will review such request(s) and send the Client a Confirmation once the Service is approved and confirmed. A Confirmation will reflect Ride details, a Base Rate or Hourly Rate, and charges.
From the time of Confirmation through Ride Completion, the Client will be responsible for all fees, including taxes, associated with the Client’s use of the Services. All fees charged to the Client by MTC are due in accordance with this Service Agreement on MTC’s Receipt and any other formal written invoicing arrangements, if any. MTC reserves the right to determine final pricing and, at its sole discretion, may make promotional offers with different features and rates.
5.4 Service Modifications
Subject to the Supplemental Terms contained in a Client’s confirmation, any Modification requests to a Service must be made with a Ride Specialist by calling +1 (786) 933-9300. If Modifications to the Services are possible, an updated quote or Confirmation will be sent via email. If Modifications to the Services are not possible, the Client may keep the original Service or cancel the Service for a fee pursuant to the original Confirmation’s Terms & Conditions, if any. If a Modification is requested and MTC approves and confirms such Modification, at its sole discretion, MTC may modify the Base Rate, Hourly Rate, charges, and fees as set forth in the quote and Confirmation. MTC reserves the right, in its sole discretion, based on reasonable circumstances that would dictate a Service change, to modify the Base Rate, Hourly Rate, charges, and additional charges set forth in the Confirmation. If the Supplemental Terms contained do not allow for a Modification, then the Client shall have to request another Service. Modifications requested during the Ride shall be reasonably accommodated, if possible, at the sole discretion of the Partner and or MTC. However, these Modifications may result in additional charges being applied by the Partner.
5.5 Service Receipts
Ride Specialists or a member of MTC’s customer service team can provide the Client with a Receipt via email after Ride Completion and/or after MTC has charged the card on file. A Receipt may reflect the full price for the Service, which is based on the Base Rate, Hourly Rate, charges, and fees the Client incurred for the use of the Services. The Client may request a Receipt from MTC by emailing billing@drvn.com or visiting the Portals.
The following policies govern the use of MTC Services:
(a) Grace Period allows for a complimentary grace period from the scheduled Ride Commencement time, during which the Partner will wait for the Client at the pick-up location, if reasonably possible. Ride Specialists and Partners monitor Grace periods. The grace period duration is stated in the Confirmation. Additional charges may apply once the grace period expires.
(b) Wait Time policy terms are stated within each specific Confirmation and are subject thereto. Wait Time applies when the Client has made contact but is not present at the end of the grace period.
(c) A No-Show Policy is applicable should the Client fail to cancel or meet the Partner at the determined pick-up location once the grace period has expired. For hourly Services, the no-show policy is applicable if the Client fails to contact MTC after one (1) hour of Ride Commencement. The Client is responsible for communicating to MTC if they would like the Partner to continue waiting. Once a Service is deemed as a ‘no-show, the Client will be billed accordingly. The Client shall not be allowed to continue the Ride once it is deemed a “no-show.” Notwithstanding, the Client may seek alternate transportation at its own expense. MTC shall still be entitled to compensation from the Client.
(d) Cancellation policy terms are stated within each specific Confirmation and are subject thereto. For Services canceled within the cancellation policy time frame, the Client will not incur Service charges. For Services canceled outside of the cancellation policy time frame, the Client will incur the full Service charge.
7.1 Service Procedures
MTC may provide the Client with Ride procedures addressing the proper handling of the initial encounter between the Client and the Partner for airport, FBO, and cruise port Services. The Client will be responsible for carefully reviewing and strictly following all Ride procedures as outlined in the Confirmation.
7.2 Age Requirements
The legal age required to book MTC Services is eighteen (18) years old. However, the legal age requirement for using Services varies by state. In the event that the Client is under eighteen (18) years old, a notarized consent form signed by the Client’s Legal Guardian will be required and must be emailed to info@drvn.com within five (5) calendar days before Ride Commencement.
7.3 Alcoholic Beverages, Contraband, or Illegal Substances
Alcoholic beverages are only permitted when the vehicle has an installed physical partition. All passengers who consume alcohol while in the vehicle shall be a minimum of twenty-one (21) years old. The Client is prohibited from bringing contraband or illegal substances of any sort aboard any Partner vehicle.
(a) Partners shall have the complete discretion to terminate a Ride that, in their sole opinion, may be considered dangerous or that violates federal, state, or local laws.
(b) Weapons must be disclosed at the time of booking the Ride. The Partner has the sole discretion to terminate the Ride if weapons are not disclosed prior to the Ride Commencement.
7.4 Smoking Inside the Vehicle
All vehicles are strictly NON-SMOKING. The Client will be responsible for all damages and sanitization fees determined to be necessary due to violation of this Agreement.
7.5 Pet Travel
Clients wishing to transport their non-service animals must specify at the time of booking that pet transportation may be required. If the Partner, in its sole discretion, accepts the transportation of a non-service animal, they may only be transported in a kennel or soft-sided pet container or as directed by the Partner at the time of Pick-up. Either the Partner or MTC have the right to terminate Services if the Client fails to disclose an accompanying pet, and the Client shall be financially responsible for non-disclosure. In the event of any damage to the vehicle caused by a non-service animal or service animal, all damage costs, and/or sanitization fees as reasonably required to restore the vehicle's interior and exterior prior to the state it was in prior to the Service taking place shall be charged to the Client.
7.6 Personal Property
Neither MTC nor the Partner is responsible for any damages to personal items left in the vehicle. If lost items are found, the Partner shall use its best efforts to attempt to return the item(s) in a timely manner. All such returns shall be at the Client’s expense.
7.7 Partner Instructions/Behavior
Client shall behave in an acceptable manner as determined and instructed by the Partner. The Partner shall have the absolute right and discretion to terminate a Ride that they deem unsafe because of the Client’s behavior, actions, abuse, or threats. In the event of a Ride termination because of unruly behavior, actions, or threats, the Client shall still be responsible for the full payment of the Service. The Client acknowledges that their unruly behavior may result in the termination of the Ride before the destination. Failure to follow all lawful instructions from the Partner shall also result in a Ride cancellation.
MTC does not own, lease, or operate any vehicles. Vehicle images displayed in Portals, via email, or other electronic communications from MTC are only for illustrative purposes only and are not meant to portray a specific vehicle or color availability. There is absolutely no right to any vehicle make or model. MTC does not warrant, represent, or guarantee any particular vehicle configuration, make, model, or exterior and interior color. The Client understands that vehicles change from region to region and are based on availability.
8.1 Vehicle Capacity
Vehicles shall not be loaded beyond their safety ratings, seating, and luggage capacity to ensure all passengers’ health and safety, irrespective of the Service booked. In circumstances where MTC or the Partner, at their sole discretion, determines that a larger or additional vehicle(s) is required, MTC or the Partner shall replace the vehicle ordered; however, neither MTC nor the Partner can guarantee last-minute larger or additional vehicle availability. The Client assumes the risk of ordering vehicles that are unable to accommodate their requirements.
The Partner may ultimately refuse to transport passengers or luggage if, in its opinion, the space and safety conditions do not permit such transport.
If the Partner, in its sole discretion, decides to accept additional luggage, the Client may be charged additional fees.
MTC reserves the right to determine final costs for Services and may modify the fee amount for additional charges as it or its Partner deems reasonably necessary. The initial price for Services presented to the Client before the Ride Commencement estimates the probable cost of Service. The final price for Services is determined upon Ride Completion. The Client may be charged up to forty-eight (48) hours before Ride Commencement and within seventy-two (72) hours after Ride Completion.
9.1 Credit Card Authorization and Payment
MTC may require the Client to sign a credit card authorization form. MTC may make authorization charges above the stated cost for Service. The Client will be responsible for the payment of all billed costs and hereby authorizes MTC to charge the card on file. Unless the Client requests otherwise in writing, the Client’s credit card information will be held on file for payment of future Services.
9.2 Promotional Offer Code
MTC may provide promotional offer codes with usage rules attached to the offer itself. The Client may only use one (1) promotional offer code per Service.
9.3 Service Deposit Policy
MTC reserves the right to determine deposit amounts per Service. The deposit amount incurred, if any, is labeled as “Payment” within either the Confirmation, Receipt, or Invoice as received by the Client. In order to avoid the forfeit of the entire deposit amount, the Client may cancel prior to the Ride Commencement in accordance with the terms and conditions contained in the Confirmation.
9.4 Account Holders’ Invoice Payment Terms
For Account Holders only, MTC will charge the Account Holder an administration fee of the total invoiced amount. When the Account Holder’s request for a direct-bill arrangement is approved, both parties shall define the Invoice payment terms. The invoice shall be available to the Client electronically for download or shall be sent electronically. Any invoice not paid within the terms agreed to shall incur interest at 1.5 percent per month and 18% per annum. In addition, thereto, if any invoice is placed in the hands of an attorney and whether a suit is brought or not, the Client shall pay all reasonable attorney’s fees and costs at all levels, including the exhaustion of appellate rights.
(a) The Client shall be solely responsible for all transaction fees.
(b) ALL PAYMENTS UNDER THIS AGREEMENT ARE TO BE MADE WITHOUT A RIGHT OF OFFSET.
9.5 Payment Disputes
All charges, surcharges, and fees displayed on a Receipt or Invoice are considered accurate unless MTC receives an objection via email to billing@drvn.com within five (5) calendar days from the later of the date the Service was delivered, and a Receipt or Invoice was received by the Client. All disputes initiated after the allowed time frame will be disavowed, and all charges shall be considered final and non-refundable. For Account Holders only, in the unlikely event of a dispute, the Client shall remit the undisputed portion of the Invoice forthwith. The Parties shall meet and confer to discuss the disputed portion within five (5) days from the date of the receipt and of the invoice. If the Parties are unable to resolve the dispute, they shall submit the disputed portion to mediation.
All charges, surcharges, and fees are percentages, or fixed charges, which are either required or requested additions to the Service. All charges, surcharges, and fees are listed in a Confirmation, Receipt, or Invoice.
(a) Service Charge: a standard ‘gratuity’ charge is included in all Services. At the Client’s sole discretion, additional cash gratuity may be gifted to the Partner.
(b) Administration Fee: a standard percentage and/or fixed charge for a Service may be added for administration, technology, and/or operation costs required for a Service.
(c) Local Surcharge: a fee charged for each Service performed and is calculated from direct and indirect state and/or local market service or access fees. These include but are not limited to permit fees, access fees, and other costs associated with operating the MTC Service in a jurisdiction.
(d) Standard Transportation Charge (STC): an offset charge that includes all state, regional, and/or municipal licensing fees applicable to the Service.
(e) Tolls: all toll charges are billed as actually incurred during Service. Toll charges are incurred when the Service requires passage through toll roads, including, but not limited to, tunnels and bridges. Route selection, which may incur toll charges, is at the sole discretion of MTC and the Partner. Tolls are subject to change in accordance with location and toll authorities. Toll charges are reported to MTC by the Partner.
(f) Parking: applicable parking fees are billed as actually incurred during the delivery of Service. These parking fees occur where and when a Partner may reasonably incur them as required during Service. The Partner reports parking fees to MTC.
(g) Meet-and-Greet Service: a standard charge for Services requiring the Partner to exit the vehicle and greet the Client at a determined pick-up location.
(h) Airport and Cruise Port Fee: applicable to airport and cruise port Services, a standard fee per Service that requires entry to any airport or cruise port.
(i) Stops and Route Changes: apply to Transfer Services and Additional Services (see Section 3 and Section 4). The Client may request stops and/or route changes that are not part of the Confirmation. The Client will incur the Service Hourly Rate at the vehicle’s standard minimum hours plus any travel time.
(j) Minor/Child Car Seat: the Partner may refuse services to unaccompanied minors. If the Client does not disclose that an unaccompanied minor will be traveling, the Partner may cancel the Ride, and the Client shall be responsible for all charges. Neither MTC nor the Partner accepts any liability whatsoever for the care of an unaccompanied minor that was not previously disclosed. The need for child restraint must be specified by the Client in the Ride request and the type of child restraint required. It is solely up to the Client’s responsibility to ensure that they order the suitable accommodation for the transportation of the children. The determination of whether a child seat is required shall lie with the statutory provisions of the state(s) or territories where the Ride is to be performed. Failure to disclose the need for a child restraint may lead the Partner to cancel the Ride upon meet-up. Partners do not normally carry child restraints.
(k) Damage and Sanitization: MTC reserves the right to determine damage and sanitization fees as reasonably required to restore the vehicle’s interior and exterior prior to the state it was in before Ride Commencement. Damaging a vehicle’s interior or exterior in any fashion may result in the assessment of damage and sanitization fees. Damage and sanitization fees are set forth and labeled as a “miscellaneous” charge in the Receipt or Invoice received by the Client.
(l) Service Accommodations: These are applicable to Services where MTC has either arranged for accommodations or provided arrangements to the Client and/or the Partner. Service accommodations include, but are not limited to, room and board accommodations for the Partner and snacks and beverages for the Client. Service accommodation fees are set forth and labeled as a “Miscellaneous” charge in the Receipt or Invoice received by the Client.
The Services and all rights therein are and shall remain MTC’s property or the property of MTC’s licensors. Neither these Terms nor the Client’s use of the Services conveys or grants the Client any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner MTC’s company names, logos, product and service names, trademarks or services marks or those of MTC’s licensors.
Subject to the Client's compliance with these Terms, MTC grants the Client a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) access and use the Portals on the Client's personal device solely in connection with their use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services. Said revocable license may be revoked by MTC at any time in its sole discretion.
12.1 Restrictions
The Client may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by MTC; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
The Client is responsible for obtaining the data network access necessary to use the Services. The Client's own mobile network’s data and messaging rates and fees may apply if Services are accessed or used from a wireless-enabled device. The Client is responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and the Portals and any updates thereto. MTC does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
MTC may, in MTC’s sole discretion, permit the Client from time to time to submit, upload, publish, or otherwise make available to MTC through the Services, textual, audio, and/or visual content, and information, including commentary and feedback-related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by the Client remains their property. However, by providing User Content to MTC, the Client grants MTC a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, or distribute as required to fulfill services, such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and MTC’s business and on third-party sites and services), without further notice to or consent from the Client, and without the requirement of payment to the Client or any other person or entity.
The Client represents and warrants that: (i) the Client is either the sole and exclusive owner of all User Content or the Client has all rights, licenses, consents, and releases necessary to grant MTC the license to the User Content as set forth above; and (ii) neither the User Content nor the Client’s submission, uploading, publishing or otherwise making available of such User Content nor MTC’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
The Client agrees not to provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by MTC in its sole discretion, whether or not such material may be protected by law. MTC may, but shall not be obligated to, review, monitor, or remove User Content at MTC’s sole discretion and at any time and for any reason, without notice from the Client.
Confidential Information” means all information provided by MTC to the Client hereunder that is proprietary and/or non-public and related to the past, present, and future business activities of MTC, its Affiliates, and Agents, including, without limitation, all information related to: (a) MTC’s employees, customers, and third-party contractors; (b) MTC’s operational and business proposals and plans, pricing, financial information, methods, processes, code, data, lists (including customer lists), inventions, apparatus, statistics, programs, research, development, information technology, network designs, passwords, sign-on codes, and usage data; (c) the terms and existence of this Agreement; (d) all Personal Information (as defined herein); (e) any information received from MTC or its clients or on behalf of MTC, or its clients should be treated in accordance with the Information Security Program provision and/or (f) any other information that is designated as confidential by MTC. All of MTC’s Confidential Information, including any derivative works thereof, is and shall remain proprietary to MTC. “Personal Information” means all contact information, such as personal addresses and telephone numbers, information regarding such person’s gender, age, social security number, account numbers, financial and health information, identifying information, and any information regarding such person's/entity's relationship to MTC.
15.1 Exceptions
Other than Personal Information, Confidential Information does not include information that is or was, at the time of the disclosure: (a) generally known or available to the public; (b) received by the Client from a third party; (c) already in Client’s possession prior to the date of receipt from MTC; or (d) independently developed by the Client; provided in each case that such forgoing information was not delivered to or obtained by the Client as a result of any breach of this Agreement, the law or any contractual, ethical or fiduciary obligation owed to MTC. The Client may disclose MTC’s Confidential Information to the extent such disclosure is required by law, provided that MTC is given prompt notice of such disclosure requirement, to the extent practicable, so that MTC has an opportunity to petition for protective concealment of or oppose such disclosure.
15.2 Treatment of Confidential Information
At all times, the Client shall: (a) use the same standard of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but not less than a commercially reasonable standard of care; (b) not use MTC’s Confidential Information other than as necessary to perform its obligations under this Agreement; (c) not disclose, distribute, or disseminate the Confidential Information to any third party except as expressly authorized by MTC in writing.
MTC shall not be liable for any delay in the performance of or for failure to perform any of its obligations under this Agreement, Ride(s), Service(s), etc., if such delay or failure results from acts of God, war, declared or undeclared, rebellion, riot, insurrection, civil disorders, acts of public enemies, traffic congestion, road closures, flight delays, blockade or embargo, lockouts, lack or failure of transportation facilities, fire, explosion, lack of resources, labor strikes, labor shortages, pandemics, plagues, public health emergencies, weather, hurricanes, storms, lightning, acts or regulations of governmental agencies or their representatives, or from other circumstances whatsoever, whether or not of a similar or wholly dissimilar character, not reasonably within the control of MTC for as long as such circumstances prevail.
The liability of MTC with respect to claims arising out of the performance of any Service in connection with this Agreement, whether based on contract, tort, or by operation of law, shall not exceed five hundred dollars ($500.00), or MTC’s total fee for the Service, whichever amount is greater.
17.1 Disclaimer of Liability
All Partners, employees of such Partners, etc., are independent third parties, and MTC is not liable for the acts or omissions of third parties. MTC is merely an aggregator of third-party transportation services through its technology to the Client. MTC has no dominion or control over the Partners or employees of such Partners and herein disclaims ANY AND ALL LIABILITY TO THE CLIENT for the negligence or actions of the Partners and or employees of such Partners.
In no event shall either Party be liable to the other for any special damages, speculative damages, indirect, special, incidental, consequential, loss of profits, or other damages or losses of any kind whatsoever, no matter what the cause.
MTC reserves the right to terminate the Services along with this Agreement for the Clients' unauthorized, illegal, fraudulent, or inappropriate use of the Services. There will be no refund or compensation in any form for terminated Services as a result of unlawful or negligent behavior. MTC reserves the right to terminate Services if payment has not been tendered forty-eight (48) hours before Ride Commencement. For Clients with Accounts, this Agreement shall automatically terminate upon the Client’s default of payment to MTC, Client’s declaration of bankruptcy, insolvency, involuntary arrangement, or upon the dissolution of the corporation or partnership, does an assignment for the benefit of creditors or a receiver is placed, and or if it sells substantially all of its assets.
19.1 Effects of Termination.
All future Services shall be terminated forthwith. Access to the Portals shall be discontinued forthwith. Any Ride in effect during Termination shall be completed, and the Client is expected to pay for the same. MTC assumes no responsibility for any Client inconvenience, disruption in travel, or otherwise in the event of Termination.
19.2 Termination for Convenience.
MTC may terminate this Agreement for convenience at its sole discretion by giving Client thirty (30) days written notice, sent by certified mail, return receipt requested and addressed to Client.
19.3 Mutual Non-disparagement.
Either party agrees to refrain from disparaging the other Party, its principles, officers, directors, employees, contractors, and agents. Neither Party shall make or shall publish either orally or expressly any derogatory comment whatsoever in any medium whatsoever, including social media.
Client shall indemnify, hold harmless and defend MTC from any and all claims and liabilities for injuries or death and also for any and all claims and liabilities arising out of personal injury, incapacitation, death, loss of or damage to personal property, including but not limited to claims for loss of use of property, including all costs and expenses and attorney fees associated with said injuries or damages caused by or resulting from the actions of Client’s employees, officers, agents, directors, managers, invitees, members, independent contractor, etc., those that can claim by or through them, third parties, and Partners, that arises as a result of the negligence or behavior at any time.
WAIVER OF JURY TRIAL/CLASS ACTION. All Parties to this Agreement agree that the underlying transactions contemplated between them are complex and not appropriate for determination by a jury. Therefore, both Parties herein WAIVE THEIR RIGHT TO A JURY TRIAL, and they both acknowledge that said waiver is a material inducement to the other into entering this Agreement. In addition, Vendor specifically and knowingly waives its membership as a class action member in any purported class action or representative therein.
Venue for all disputes under this Agreement shall be in the State courts in and for Miami-Dade County, Florida.
This Agreement and the rights and obligations of the parties hereunder are to be governed by, and construed, and interpreted in accordance with the laws of Florida, without regard to choice or conflict of law rules.
MTC may amend the Terms related to the Services from time to time. Amendments will be effective upon MTC’s posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Services. The Clients’ continued access or use of the Services after such posting constitutes the Clients’ consent to be bound by the Terms, as amended.
UPDATED: October, 2024