Adway Driver Program Terms
Last Updated: December 19, 2018
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
BY CLICKING "I ACCEPT", YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR PARTICIPATION IN THE PROGRAM, YOU AGREE TO BE BOUND BY, THESE TERMS. If you are not eligible, or do not agree to the Terms, then you MAY NOT PARTICIPATE IN THE PROGRAM.
ARBITRATION NOTICE. EXCEPT FOR CERTAIN KINDS OF DISPUTES DESCRIBED IN SECTION14, YOU AGREE THAT DISPUTES ARISING UNDER THESE TERMS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND BY ACCEPTING THESE TERMS, YOU AND ADWAY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS CONTRACT (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT). YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. SEE SECTION 14 FOR ADDITIONAL INFORMATION.
1. Program Overview. Adway offers drivers who participate in the rideshare or on-demand delivery services, as well as other drivers an opportunity to earn a Program Fee (defined in Section8.1 below) by creating a User Account (defined in Section3 below) on the Service, installing Program Equipment (defined in Section6 below) in their vehicles and enabling the Program Equipment to display advertisements and other content delivered by Adway while driving for an Approved Rideshare Program (the "Program").
2. Program Requirements. You must be at least 21 years old to participate in the Program and you must comply with all of the program requirements set forth at this link (the "Program Requirements"). By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 21 years old; (b) your participation in the Program fully complies and will comply at all times during the Term with the Program Requirements; (c) you have not previously been suspended or removed from the Program; and (d) your registration and participation in the Program complies with any and all applicable laws and regulations.
3. Accounts and Registration. To participate in the Program, you must create and maintain a user account (your "User Account"). When you register your User Account, we will ask you to share certain information with us, including your name, email, home address, and information about your insurance coverage and vehicle. You agree that the information you provide to us during the User Account creation process is accurate and that you will keep it accurate and up-to-date at all times during the Term. When you register a User Account you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your User Account and password, and you accept responsibility for all activities that occur under your User Account. If you believe that your User Account is no longer secure, then you must immediately notify us at email@example.com.
Financial transactions between Adway and User are facilitated through a third-party software”Stripe” and is governed by Stripe’s Service Agreement (https://stripe.com/us/ssa).
4.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Adway grants you, solely for your use in connection with the Program, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any Software obtained from a legitimate marketplace on a mobile device that you own or control; and (b) access and use the Service.
4.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.
4.3 Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Program or the Service ("Feedback"), then you hereby grant Adway an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Program and Service and create new products and services.
5. Ownership; Proprietary Rights. The Program is operated by Adway. Materials made available to you in connection with the Program, including all intellectual property rights in the Service and Program Equipment (collectively, "Materials") are protected by intellectual property and other laws. As between you and Adway, all Materials are the property of Adway or its third party licensors. Except as expressly authorized by Adway, you may not make use of the Materials. Adway reserves all rights to the Materials not granted expressly in these Terms.
6.1 Program Equipment. During the Term, Adway may provide you with certain hardware and other equipment for installation in or on your vehicle in order to enable you to participate in the Program (the "Program Equipment"). You agree that you will install and use the Program Equipment solely as directed by Adway, and will not make any modifications to the Program Equipment not expressly authorized by Adway. You hereby acknowledge that the Program Equipment contains tracking mechanisms that allow Adway to determine the geographic location of the Program Equipment, and you agree that we may monitor and record the location of the Program Equipment at all times during the Term.
6.2 Ownership of Program Equipment. Adway will own and retain title to all of the items of Program Equipment. You, at your sole expense, will protect Adway's title and keep the Program Equipment free from all claims, liens, encumbrances and legal processes. You agree that the Program Equipment is not and will not be subject to any lien, encumbrance, mortgage or deed of trust, or any other such interest originating from or through you. The Program Equipment is the personal property of Adway.
6.3 Maintenance. You must maintain the Program Equipment in accordance with any instructions provided by Adway and in the same condition as when delivered to you (subject to normal wear and tear) and will promptly report to Adway any damage to the Program Equipment that you become aware of. You remain solely responsible for any authorized or unauthorized use of the Program Equipment.
6.4 Return. Upon termination of these Terms: (a) you will promptly return to Adway any and all Program Equipment; and (b) you will pay Adway for any damage to the Program Equipment beyond normal wear and tear occurring during the Term ("Excessive Damage").
6.5 Repossession. If, following the expiration or earlier termination of these Terms, you fail to promptly return to Adway any and all Program Equipment, Adway may (a) demand that you return the Program Equipment to Adway; (b) take possession of the Program Equipment, wherever it may be located, without demand or notice, without any court order or other process of law and without liability to you for any damages occasioned by such taking of possession; and (c) notwithstanding Section14 below, pursue any other remedy available at law or in equity, including seeking damages, specific performance or an injunction.
7.1 Personal Conduct. At all times while operating a vehicle containing Program Equipment or otherwise engaging in activities in connection with the Program, you agree that:
a. you will not disparage Adway, our advertisers and partners, or the Program;
b. you will conduct yourself in a professional manner that reflects favorably upon the goodwill and reputation of Adway and our advertisers and partners;
c. you will comply with all laws applicable to your activities (including all traffic laws); and
d. you will behave in a courteous, professional and respectful manner toward all persons.
8.1 Program Fees. As consideration for your participation in the Program, Adway agrees to pay you the fees described to you at the time of your registration, as may be modified from time to time by Adway upon thirty (30) days' notice to you (the "Program Fees"), provided that you submit to Adway the weekly statements you receive from each Approved Rideshare Program through the Service, as well as any other information Adway may reasonably request.
8.2 Taxes. You are responsible for and will pay all taxes and other governmental charges resulting from your participation in the Program, except for government taxes imposed on the net income, personnel, or real property of Adway.
9. Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time upon 30 days' notice. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section9, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
10. Term and Termination
10.1 Term. These Terms are effective beginning when you accept the Terms and ending when terminated as described in Section 10.2 (the "Term").
10.2 Termination. If you violate any provision of these Terms, your authorization to access and use the Service and these Terms automatically terminate. In addition, Adway may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by emailing us at firstname.lastname@example.org to notify us of your desire to end your participation in the Program and returning all Program Equipment.
10.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your User Account; (c) Adway will inspect your Program Equipment pursuant to Section6.4 above and release to you the Termination Balance (if any) pursuant to Section 8.2 above; and (d) Sections 4.3, 5, 6, 8.2, 10.3, 11, 12, 13, 14 and 15 will survive.
10.4 Modification of the Service. Adway reserves the right to modify or discontinue the Program at any time, temporarily or permanently, without notice or liability to you.
11. Indemnity. To the fullest extent permitted by law, you are responsible for your participation in the Program, and you will defend and indemnify Adway and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the "Adway Entities") from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or connected with: (a) your violation of or failure to comply with any portion of these Terms (including the Program Requirements), any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (b) your use or installation of the Program Equipment; (c) any services you provide to third parties (including in connection with an Approved Rideshare Program) and any dispute or issue between you and a third party; and (d) your participation in the Program, your vehicle or your driving behavior. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
12. No Warranties
12.1 No Warranties. THE PROGRAM, PROGRAM EQUIPMENT, SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE IN CONNECTION WITH THEREWITH ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. ADWAY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO PROGRAM, PROGRAM EQUIPMENT, SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE IN CONNECTION THEREWITH. ADWAY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND ADWAY DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
12.2 Exclusions. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Adway does not disclaim any warranty or other right that Adway is prohibited from disclaiming under applicable law.
13. Limitation of Liability
13.1 Consequential Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE ADWAY ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY ADWAY ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
13.2 Direct Damages. EXCEPT AS PROVIDED IN SECTION 14.4 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE ADWAY ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SUBJECT MATTER OF THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNTS PAID TO YOU BY ADWAY IN RESPECT OF YOUR PARTICIPATION IN THE PROGRAM IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM.
13.3 Allocation of Risk. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 13 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14. Dispute Resolutions and Arbitration
14.1 Generally. In the interest of resolving disputes between you and Adway in the most expedient and cost effective manner, and except as described in Sections 6.5 and 14.2, you and Adway agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND ADWAY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
14.2 Exceptions. Despite the provisions of Section 14.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
14.3 Arbitrator. Any arbitration between you and Adway will be settled under the Federal Arbitration Act and administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (collectively, "AAA Rules") as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Adway. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
14.4 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail ("Notice of Arbitration"). Adway’s address for Notice is: Adway International, Inc., 136 El Camino Dr, Beverly Hills, California 90212. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Adway may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Adway must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Adway in settlement of the dispute prior to the award, Adway will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
14.5 Fees. If you commence arbitration in accordance with these Terms, Adway will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Santa Clara County, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Adway for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.
14.6 No Class Actions. YOU AND ADWAY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Adway agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
14.7 Modifications to this Arbitration Provision. If Adway makes any future change to this arbitration provision, other than a change to Adway's address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Adway's address for Notice of Arbitration, in which case your account with Adway will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
14.8 Enforceability. If Section 14.6 is found to be unenforceable or if the entirety of this Section 14 is found to be unenforceable, then the entirety of this Section 14 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 15.2 will govern any action arising out of or related to these Terms.
15.1 Independent Contractors. You and Adway expressly intend that you participate in the Program as an independent contractor. Without limiting the generality of the foregoing, you are not authorized to bind Adway to any liability or obligation or to represent that Adway has any authority. You will indemnify and hold Adway harmless to the extent of any obligation imposed on Adway resulting from a determination that you are not an independent contractor.
15.2 Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Adway submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Santa Clara County, California for resolution of any lawsuit or court proceeding permitted under these Terms.
15.4 Additional Terms. Your participation in the Program is subject to all additional terms, policies, rules, or guidelines applicable to the Program that we may post on or link to from the Service (the "Additional Terms"). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
15.5 Third Party Services and Linked Websites. The Service may contain links to third party websites or services. Linked websites and services are not under Adway's control, and Adway is not responsible for their content or performance.
15.7 Contact Information. The Program is operated by Adway International, Inc., located at 136 El Camino Dr, Beverly Hills, California 90212. You may contact us by sending correspondence to that address or by emailing us at email@example.com.
16. Notice Regarding Apple. This Section 16 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Adway only, not with Apple Inc. ("Apple"), and Apple is not responsible for the Software or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Software. If the Software fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Software. Apple is not responsible for addressing any claims by you or any third party relating to the Software or your possession and/or use of the Software, including: (a) product liability claims; (b) any claim that the Software fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Software and/or your possession and use of the Software infringe a third party's intellectual property rights. You agree to comply with any applicable third party terms when using the Software. Apple and Apple's subsidiaries are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Approved Rideshare Programs
You may participate in the Program in connection with the following:
1. Uber Technologies Inc.
2. Lyft, Inc.
3. Postmates Inc.
4. Maplebear Inc. (d/b/a Instacart)
5. DoorDash, Inc.
To participate in the Program, you must, at your own expense:
1. register for the Program and meet Adway’s participation requirements;
2. be at least 16 years of age;
3. have the power to enter a binding contract with us and not be barred from doing so under any applicable laws;
4. have a valid driver’s license;
5. drive no fewer than 40 hours per week as an independent contractor for an Approved Rideshare Program;
6. own or lease a 2010 model vehicle or newer with a factory-finish paint job and use only such vehicle in connection with the Program;
7. have and maintain a clean driving record; and
8. obtain and maintain automobile liability insurance covering use of all owned, non-owned and hired automobiles for bodily injury and property damage to third parties at levels of coverage that satisfy the minimum requirements to operate a private passenger vehicle on the public roads within the cities and metropolitan areas in which you are enabled to participate in the Approved Rideshare Program and the Adway Program.
In addition, you acknowledge and agree that you may be subject to certain background and driving record checks from time to time to qualify for participation in the Program. Such checks may include verification that you have:
1. a minimum of one year driver’s licensing history in the United States;
2. a clean Motor Vehicle Report (MVR) with no more than three incidents in the past three years;
3. no driving under the influence or reckless driving violations during the last ten years;