TRANSPORTATION NETWORK COMPANY INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT is made this {{ date }}, between Veyo, LLC, an Arizona limited liability corporation having its principal office at 750 B St., Ste. 1450, San Diego, CA 92101 (hereinafter referenced as "COMPANY"), and {{ details.Name }}, (hereinafter referenced as "INDEPENDENT CONTRACTOR" or "YOU").
The terms of this agreement (the "Agreement") constitute a legally binding agreement between INDEPENDENT CONTRACTOR and COMPANY governing INDEPENDENT CONTRACTOR's use of the Veyo application, website, and technology platform (collectively, the "Veyo Platform").
PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS YOU AND COMPANY HAVE AGAINST EACH OTHER CAN BE BROUGHT (SEE SECTION 7 BELOW). THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST COMPANY TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLANTIFF OR CLASS MEMBER OF ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. AS A DRIVER, YOU HAVE AN OPPORTUNITY TO OPT OUT OF ARBITRATION AS PROVIDED IN SECTION 7.
By entering into this Agreement, YOU expressly acknowledge that YOU understand this AGREEMENT (including the dispute resolution and arbitration provisions of Section 7) and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE VEYO PLATFORM.
INDEPENDENT CONTRACTOR enters into this Agreement for the purpose of operating, as an INDEPENDENT CONTRACTOR (as defined herein), INDEPENDENT CONTRACTOR's own business. INDEPENDENT CONTRACTOR's business is providing transportation services received through the Veyo Platform pursuant to the terms of this Agreement.
COMPANY has entered into this Agreement in reliance upon and in recognition of the fact that INDEPENDENT CONTRACTOR will have the full and sole responsibility for the management of INDEPENDENT CONTRACTOR's business (as defined in this Agreement for all purposes) and has the right/authority to direct or control the details of INDEPENDENT CONTRACTOR's business.
In consideration of the mutual covenants and agreements contained herein, COMPANY and INDEPENDENT CONTRACTOR agree as follows:
INDEPENDENT CONTRACTOR. It is the specific intent of this Agreement to agree unequivocally and expressly that the relationship between the COMPANY and the INDEPENDENT CONTRACTOR is not an employer/employee relationship and that the INDEPENDENT CONTRACTOR expressly rejects the existence of an "employee", "workman", "worker", and/or operative status pursuant to A.R.S. §23-901, and the status of "employee" as developed by the common law of the State of Arizona. It is further the intent of the parties that this Agreement establishes INDEPENDENT CONTRACTOR as an independent contractor. INDEPENDENT CONTRACTOR acknowledges the independent relationship is only with COMPANY and not with any Affiliated Company. This Agreement does not establish INDEPENDENT CONTRACTOR as an agent, legal representative, joint venture of the COMPANY or partner of any Affiliated Company, for any purpose whatsoever. The parties agree that INDEPENDENT CONTRACTOR is an independent PARTY and is not authorized to make any contract, agreement, warranty, or representation of behalf of the COMPANY or Affiliated Company. INDEPENDENT CONTRACTOR is not an employee of COMPANY or any Affiliated Company. Therefore:
INDEPENDENT CONTRACTOR will not and is not entitled to receive benefits, including retirement or worker's compensation benefits. INDEPENDENT CONTRACTOR elects and hereby gives notice in advance that if INDEPENDENT CONTRACTOR is entitled to coverage under the worker's compensation act, INDEPENDENT CONTRACTOR reserves all rights at common law under the statutes of this state other than the worker's compensation act, and will not be bound by the said worker's compensation act, which notice and election shall be binding on the heirs, executors, administrators and assigns of the parties hereto.
INDEPENDENT CONTRACTOR in INDEPENDENT CONTRACTOR's sole discretion, as the operator of his/her own business, shall determine if INDEPENDENT CONTRACTOR shall work, in what areas INDEPENDENT CONTRACTOR shall operate (subject to all applicable laws, regulations, and permits), and the days and hours INDEPENDENT CONTRACTOR shall work. INDEPENDENT CONTRACTOR acknowledges that this is not an exclusive contract for the performance of services and the COMPANY does not dictate the time for performance of services provided by INDEPENDENT CONTRACTOR to any other Transportation Network Company. Subject to the terms of this Agreement, the INDEPENDENT CONTRACTOR is not precluded from engaging in any forms of gainful employment or any forms of entrepreneurial endeavors while under contract with COMPANY and is not required to perform any work for COMPANY.
COMPANY will not combine business operations with INDEPENDENT CONTRACTOR and the COMPANY and INDEPENDENT CONTRACTOR shall operate and maintain their businesses separately. INDEPENDENT CONTRACTOR derives income from COMPANY for the provision of transportation services to passengers. INDEPENDENT CONTRACTOR bears the financial risk and/or rewards of operating his/her own business.
INDEPENDENT CONTRACTOR acknowledges that INDEPENDENT CONTRACTOR is not compensated by COMPANY and that the COMPANY does not pay the INDEPENDENT CONTRACTOR a salary or hourly rate. For the sole purpose of complying with A.R.S. §23-902 and the common law of the State of Arizona, it is hereby stated that any payment to an INDEPENDENT CONTRACTOR under this Agreement will be in the name appearing on the Agreement.
INDEPENDENT CONTRACTOR must comply with (a) all laws, ordinances, rules, and regulations, including those issued by any federal, state, county, municipal, or other governmental authority; and (b) the terms and conditions of all operating agreements, quoted/negotiated fees, or contracts to which COMPANY is a party.
INDEPENDENT CONTRACTOR acknowledges this Agreement may be cancelled at any time if COMPANY has a reasonable good faith belief that INDEPENDENT CONTRACTOR may present a risk of harm to passengers or other vehicle operators. INDEPENDENT CONTRACTOR further agrees to exercise good business etiquette, and at all times conduct himself/herself in a manner that is consistent with CLIENT requirements and would not be detrimental to the goodwill inherent in the COMPANY's name, trademarks, service marks, or logos.
INDEPENDENT CONTRACTOR understands and acknowledges that a failure to accurately record a transport is falsifying business records and potentially submitting a false medical/account/Medicare/Medicaid claim, and that the start and stop points of any transport must be accurate and at the specified locations, and that actual transportation of the member must occur. Any suspected fraud, waste or abuse will be investigated and reported to relevant authorities. INDEPENDENT CONTRACTOR understands that consequences for violating health care fraud laws can include the following: civil monetary penalties, loss of licensure, loss of staff privileges (if applicable), exclusion from participation in Federal health care programs, fines and imprisonment.
The COMPANY does not provide tools to the INDEPENDENT CONTRACTOR.
TERMS OF AGREEMENT
COMPANY shall, at one or more of its places of business, agree to provide business opportunities via the Veyo Platform to INDEPENDENT CONTRACTOR.
Payments for completing transportation services are subject to COMPANY's procedures as further described in the Independent Driver-Provider Manual, available to INDEPENDENT CONTRACTOR online. By partnering with COMPANY through the Veyo Platform, INDEPENDENT CONTRACTOR agrees to abide by the Independent Driver-Provider Manual. COMPANY sets the prices for the provision of transportation services and reserves the right to change the fare schedule at any time in COMPANY's discretion based upon local market factors. Notice will be provided to YOU in the event of changes to the base fare or per mile amounts.
Assignment: Because each Driver and Vehicle must be individually credentialed, the INDEPENDENT CONTRACTOR's rights and obligations hereunder are not transferable or assignable in whole or part. INDEPENDENT CONTRACTOR may not, under any circumstances, allow anyone to operate the vehicle in INDEPENDENT CONTRACTOR's possession in providing transportation pursuant to the terms of this Agreement, nor may they provide transportation services in an uncredentialed vehicle.
Insurance: COMPANY will provide INDEPENDENT CONTRACTOR, for the operation of the Vehicle in compliance with the terms of this Agreement, only the types and amounts of insurance coverage as necessary to satisfy the requirements of Arizona State Law, any federal or local ordinance, or any Service Agreement to which COMPANY is a party. Any and all other types and amounts of insurance coverage that may be waived by INDEPENDENT CONTRACTOR are hereby waived.
Insurance provided by the COMPANY will only be in effect when the vehicle is engaged in an active trip through the Veyo Platform (from the time the trip is accepted to the time the passenger leaves the vehicle) and being operated by a COMPANY approved INDEPENDENT CONTRACTOR in a COMPANY approved vehicle. Insurance as discussed above is provided only during periods as required by state law where INDEPENDENT CONTRACTOR operates his/her business.
It is the INDEPENDENT CONTRACTOR's independent external responsibility to maintain insurance to cover all other times they are not engaged in an active trip. This responsibility includes notification to their insurance carrier that they are providing Transportation Network Company (rideshare) services and obtaining any necessary endorsement to cover the period where the INDEPENDENT CONTRACTOR is logged into the COMPANY application, available to provide passenger transportation, but not engaged in an active trip. The COMPANY will only confirm basic proof of vehicle insurance coverage.
No coverage is provided when the vehicle is operated by a party other than a driver approved by COMPANY, if the approved driver is in an unapproved vehicle, or when vehicle is providing service for any other commercial operation or during personal use.
INDEPENDENT CONTRACTOR agrees:
A driver's own insurance policy may not provide coverage while the driver uses a vehicle in connection with the software application depending on the policy terms.
A driver's use of a vehicle that has a lien while providing transportation network services might violate the terms of their contract with the lienholder. It is the driver's sole responsibility to determine the terms and conditions of their insurance policy and any existing lien.
To review additional disclosures required by certain states or jurisdictions (if applicable). INDEPENDENT CONTRACTOR can view these disclosures at www.drivewithveyo.com and choosing the applicable state.
INDEPENDENT CONTRACTOR is responsible for payment of all fuel and maintenance costs used while he/she is operating their approved vehicle, as well as any damages, tolls, costs, fines or other expenses incurred while transporting passengers.
Business/Trip Services: COMPANY agrees this Agreement will include INDEPENDENT CONTRACTOR's access, for INDEPENDENT CONTRACTOR's optional use, to a 24-hour application and technology service. COMPANY does no more than offer opportunities to provide transportation services for a given trip at the agreed upon mileage rate. INDEPENDENT CONTRACTOR is not required to provide any services but must maintain their credentials in order to log onto the application. If INDEPENDENT CONTRACTOR accepts a trip through the COMPANY app, he/she is obligated to proceed directly to the pickup location and complete service of that trip per the trip instructions.
Drugs and Alcohol: INDEPENDENT CONTRACTOR shall not operate, or be in physical control of a vehicle, operated under this Agreement, while in possession of, or under the influence of, or while in use of any prohibited substance. Prohibited substances include those identified in Schedule I through V of the Controlled Substance Act (21 U.S.C. §812, as amended) and 21 C.F.R. 1300.11 through 1300.15 (as amended). Abuse or misuse of a prescribed medication is also prohibited. COMPANY reserves the right to drug test INDEPENDENT CONTRACTOR at its discretion.
Prescription Medication: Except for prescribed marijuana and the misuse of prescription medication, Section 2(f) does not apply to the possession or use of a substance administered to INDEPENDENT CONTRACTOR by or under the prescription and instruction of a licensed medical physician.
Alcohol: INDEPENDENT CONTRACTOR shall not consume intoxicating liquor, regardless of the percent of alcohol contained, or be under the influence of intoxicating liquor within 8 hours before, nor at the time of, actual operation or physical control of a motor vehicle operated under this Agreement.
If INDEPENDENT CONTRACTOR tests positive for drugs or alcohol, this Agreement shall be terminated.
Communications: By partnering with COMPANY, YOU agree to receive communications from COMPANY, including via email, text message, calls, and push notifications. YOU agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from COMPANY may include but are not limited to: operational communications concerning your account or use of the Veyo Platform, updates concerning new and existing features on the Veyo Platform, communications concerning promotions run by COMPANY, and updates to policies and procedures. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.
Your Information: Your information is any information YOU provide, publish or post to or through the Veyo Platform, including any profile and credentialing information you provide to COMPANY. YOU consent to COMPANY'S use of this information to create and maintain your account and participate in the Veyo Platform to provide transportation services.
AGREEMENT OF INDEPENDENT CONTRACTOR WITH RESPECT TO GOODWILL, LOGOS, SERVICE MARKS OR TRADE NAMES
INDEPENDENT CONTRACTOR acknowledges any trade name(s), logos or service marks provided by or utilized by COMPANY remain the property of the COMPANY. INDEPENDENT CONTRACTOR agrees not to contest the rights of COMPANY in the trade name(s), logos or service marks.
INDEPENDENT CONTRACTOR recognizes the goodwill of the community toward COMPANY, and that its trade name(s), logos or service marks are critical to the success of INDEPENDENT CONTRACTOR's and COMPANY's business. INDEPENDENT CONTRACTOR agrees INDEPENDENT CONTRACTOR shall not act in any manner detrimental to that community goodwill. INDEPENDENT CONTRACTOR agrees and acknowledges that any communication with or conduct toward passengers, INDEPENDENT CONTRACTOR's customers, which is threatening, abusive, harassing, or sexually offensive would be a violation of this Agreement.
INDEPENDENT CONTRACTOR further covenants and agrees, for a period of two years after the expiration, cancellation or termination of this Agreement, INDEPENDENT CONTRACTOR shall not utilize any proprietary information concerning the business or affairs of COMPANY which INDEPENDENT CONTRACTOR may have acquired in the course of or as incidental to INDEPENDENT CONTRACTOR's performance hereunder.
INDEPENDENT CONTRACTOR agrees to pay COMPANY for all damages, including reasonable attorneys' fees, incurred by COMPANY resulting from any violation of the requirements of this Agreement, including but not limited to legal costs and fees incurred in obtaining injunctive relief. INDEPENDENT CONTRACTOR and COMPANY agree that the damages from use of COMPANY's trade name(s), logos, or service marks in violation of this Agreement are difficult to quantify and that INDEPENDENT CONTRACTOR agrees to pay COMPANY $250.00 per violation per day.
INSURANCE COVERAGE AND CHOICE OF LAWS
INDEPENDENT CONTRACTOR must comply with all of the terms and requirements of this Agreement. If INDEPENDENT CONTRACTOR fails to comply, the coverage provided herein will be void. INDEPENDENT CONTRACTOR's responsibilities, duties, and obligations related to the coverage provided under this Agreement, including but not limited to indemnities, assumptions of liability, and subrogation rights, shall survive the termination of this Agreement. No insurance coverage is provided under this Agreement if, when the claim arises, the Vehicle is being operated by an unauthorized driver.
INDEPENDENT CONTRACTOR agrees and acknowledges that the insurance provided by COMPANY under this Agreement provides no coverage or duty to provide a defense for any claim, demand or lawsuit (or portion thereof) seeking to recover: (i) punitive or exemplary damages against INDEPENDENT CONTRACTOR; or (ii) damages based upon intentional or deliberate actions by INDEPENDENT CONTRACTOR including but not limited to assault and battery.
INDEPENDENT CONTRACTOR's responsibilities, duties, and obligations related to the insurance coverage provided herein shall survive the cancellation of this Agreement.
This Agreement shall be governed by the Laws of the State of Arizona and the parties hereby consent to the conclusive jurisdiction of the courts of the State and/or the Federal Court System in connection with any disagreement arising from this document. If such a court finds any paragraph or provision of this Agreement unenforceable by law, the balance of this Agreement shall still be in full force and unaffected by such determination. If any restrictive covenant contained herein, is found to be excessive in duration or scope it is intended that such covenant shall be enforced for a period of duration, or within a narrower scope, which shall render it therefore enforceable.
DISCLAIMER OF WARRANTIES AND REPRESENTATION
INDEPENDENT CONTRACTOR acknowledges that COMPANY generally advertises in order to make known its transportation services and sell business services to persons who wish to become independent contractors. INDEPENDENT CONTRACTOR acknowledges that under the terms of this Agreement, the COMPANY is not offering an employment opportunity. The INDEPENDENT CONTRACTOR acknowledges and understands that the business opportunity being offered by the COMPANY allows INDEPENDENT CONTRACTOR the right to establish his/her own place of business, hours of operation, manage his/her own business and assume the financial risk and benefits of operating his/her own business.
CONTRACT UNDERSTANDING AND RIGHT TO AN INTERPRETER AND/OR CONSULTATION WITH COUNSEL
INDEPENDENT CONTRACTOR acknowledges that he/she has had ample opportunity to consult an attorney of his/her choice prior to the execution of this document. If the language of this contract is not understood by INDEPENDENT CONTRACTOR, INDEPENDENT CONTRACTOR may consult an interpreter of his/her choice prior to the execution of this document. INDEPENDENT CONTRACTOR acknowledges this AGREEMENT gives each of the parties to the AGREEMENT rights and obligations. INDEPENDENT CONTRACTOR further acknowledges that portions of this AGREEMENT waive or restrict legal remedies or rights of INDEPENDENT CONTRACTOR.
RESOLUTION OF DISPUTES AND ARBITRATION
INDEPENDENT CONTRACTOR AND COMPANY MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. This agreement to arbitrate ("Arbitration Agreement") survives after the Agreement terminates or INDEPENDENT CONTRACTOR's partnership with COMPANY ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
All disputes, claims, or questions concerning the interpretation or performance of this Agreement and the rights and obligations of the parties hereunder, shall be exclusively resolved by binding arbitration, submitted to an arbitrator selected by the parties in Phoenix, Arizona. If COMPANY and INDEPENDENT CONTRACTOR cannot agree on an arbitrator within 30 days, either may request that selection be made by a judge of a court having jurisdiction.
Unless both parties agree otherwise, arbitration will take place in Phoenix, Arizona. Local rules of law for the State of Arizona as to arbitration procedure and evidence will apply.
In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
INDEPENDENT CONTRACTOR may opt out of the requirement to arbitrate claims pursuant to the terms of this Arbitration Agreement by notifying COMPANY in writing of your desire to opt out of arbitration, which writing must be dated, signed and delivered by certified mail, postage prepaid and return receipt requested or by any nationally recognized delivery service (e.g. UPS, Federal Express) that is addressed to:
Compliance Department
Veyo, LLC
750 B Street, Suite 1450
San Diego, CA 92101
In order to be effective, (i) the writing must clearly indicate your intent to opt out of this Arbitration Agreement, (ii) the writing must include the name, phone number, and email address associated with your account, and (iii) the envelope containing the signed writing must be sent within 30 days of the date of this Agreement is executed by INDEPENDENT CONTRACTOR. Should YOU not opt out within the 30-day period, INDEPENDENT CONTRACTOR and COMPANY shall be bound by the terms of this Arbitration Agreement.
Before initiating any arbitration or proceeding, INDEPENDENT CONTRACTOR AND COMPANY may agree to first attempt to negotiate any dispute, claim or controversy between the parties informally for 30 days, unless this time period is mutually extended by the parties. A party who intends to seek negotiation under this subsection must first send to the other a written notice of the dispute ("Notice"). The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.
BUSINESS ASSOCIATE AGREEMENT
Definitions
Catch-all Definition: The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.
Business Associate. "Business Associate" shall generally have the same meaning as the term "business associate" at 45 CFR 160.103, and in reference to the party to this agreement, shall mean INDEPENDENT CONTRACTOR or YOU.
Covered Entity. "Covered Entity" shall generally have the same meaning as the term "covered entity" at 45 CFR 160.103, and in reference to the party to this agreement, shall mean COMPANY.
HIPAA Rules. "HIPAA Rules" shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.
Obligations and Activities of Business Associate. Business Associate agrees to:
Not use or disclose Protected Health Information other than as permitted or required by the Agreement or as required by law;
Use appropriate administrative, physical, and technical safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to Electronic Protected Health Information, to prevent use or disclosure of Protected Health Information other than as provided for by the Agreement;
Report to COMPANY any use or disclosure of Protected Health Information not provided for by the Agreement of which it becomes aware, including breaches of Unsecured Protected Health Information as required at 45 CFR 164.410, and any Security Incident of which it becomes aware;
In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any electronic or paper records created by Business Associate are given the same level of protection as that provided by COMPANY; and
Make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules.
Permitted Uses and Disclosures by Business Associate:
Business Associate may only use or disclose Protected Health Information for purposes of providing the requested transportation.
Business Associate may use or disclose Protected Health Information as required by law.
Business Associate agrees to make uses and disclosures for Protected Health Information consistent with minimum necessary policies and procedures.
Termination for Cause: Business Associate authorizes termination of this Agreement by COMPANY, if COMPANY determines Business Associate has violated a material term of the Agreement.
Obligations of Business Associate Upon Termination:
Upon termination of this Agreement for any reason, Business Associate shall return to COMPANY all Protected Health Information received from COMPANY, or created, maintained, or received by Business Associate on behalf of COMPANY, that the Business Associate still maintains in any form.
Business Associate shall retain no copies of any Protected Health Information.
TERM AND TERMINATION
This Agreement is effective upon INDEPENDENT CONTRACTOR's acceptance of the terms of this Agreement and successfully passing COMPANY'S driver and vehicle requirements to provide transportation services.
This Agreement may be terminated:
By INDEPENDENT CONTRACTOR, without cause, upon seven (7) days' prior written notice to COMPANY; or
By either Party immediately, without notice, upon the other Party's material breach of this Agreement, including but not limited to any breach by INDEPENDENT CONTRACTOR of the provisions within the Independent Driver-Provider Manual.
In addition, COMPANY may terminate this Agreement or deactivate your account immediately in the event: (1) you no longer qualify to provide transportation services or to operate the approved vehicle under applicable law, rule, permit, ordinance or regulation; (2) you fall below COMPANY's skip threshold or cancellation threshold; (3) COMPANY has the good faith belief that such action is necessary to protect the safety of passengers or third parties, provided that in the event of a deactivation pursuant to (1)-(3) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to COMPANY's reasonable satisfaction prior to COMPANY permanently terminating the Agreement.
For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to COMPANY's satisfaction, this Agreement will not be permanently terminated.
Upon termination of this Agreement, all of the Protected Health Information provided to INDEPENDENT CONTRACTOR, or created or received by INDEPENDENT CONTRACTOR on behalf of COMPANY, must be destroyed or returned to COMPANY.
INDEMNITY AND LIMITATION OF LIABILITY
INDEPENDENT CONTRACTORS agrees to defend, indemnify, and hold COMPANY including COMPANY's affiliates, subsidiaries, parents, successors and assigns, and each of COMPANY's respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of your use of the Veyo Platform and participation in providing transportation services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, other motorists, and pedestrians, as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the Veyo Platform or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) your ownership, use or operation of a motor vehicle or passenger vehicle, including your provision of transportation services as an Independent Driver-Provider; and/or (5) any other activities in connection with this Agreement. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
In no event will COMPANY, including affiliates, subsidiaries, parents, successors and assigns, and each of COMPANY's respective officers, directors, employees, agents, or shareholders, be liable to INDEPENDENT CONTRACTOR for any incidental, special, exemplary, punitive, consequential, or indirect damages (including but not limited to, damages for deletion, corruption, loss of data, loss of programs, failure to store any information or other content maintained or transmitted using the Veyo Platform, or service interruptions) arising out of or in connection with the Veyo Platform or this Agreement.
ENTIRE AGREEMENT
This Agreement contains the entire agreement between COMPANY and INDEPENDENT CONTRACTOR, no other representation having induced INDEPENDENT CONTRACTOR to execute this Agreement. This Agreement may be amended only by a writing signed or electronically accepted by the appropriate COMPANY representative and INDEPENDENT CONTRACTOR. Continued use of the Veyo Platform after any such changes shall constitute INDEPENDENT CONTRACTOR'S consent to such changes. Unless material changes are made to the arbitration provisions herein, INDEPENDENT CONTRACTOR agrees that modification of this Agreement does not create a renewed opportunity to opt out of arbitration (if applicable). INDEPENDENT CONTRACTOR acknowledges that this agreement supersedes all prior agreements between INDEPENDENT CONTRACTOR and COMPANY.
EXECUTED as of the date first above written.