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 4875 Eastgate Mall, Ste. 200, San Diego, CA 92121 (hereinafter referenced as "COMPANY"), and {{ details.Name }}, (hereinafter referenced as "INDEPENDENT CONTRACTOR" or “YOU,” collectively, “the Parties” ).
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 by California Labor Code section 3353), 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 INDEPENDENT CONTRACTOR is not an employer/employee relationship and that INDEPENDENT CONTRACTOR expressly rejects the existence of an “employee”, status pursuant to California Labor Code section 3351, and the status of “employee” as developed by the common law of the State of California. It is further the intent of the parties that this Agreement establishes INDEPENDENT CONTRACTOR as an independent contractor (as defined by California Labor Code section 3353). 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, 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 employed by COMPANY and that the COMPANY does not pay INDEPENDENT CONTRACTOR a salary or hourly rate.
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 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. INDEPENDENT CONTRACTOR further understands and acknowledges that a failure to accurately record a transport constitutes falsification of business records and potential submission of a false medical/account/Medicare/Medicaid claim. 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 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, 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 the State of California 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 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 INDEPENDENT CONTRACTOR’s independent external responsibility to maintain insurance to cover all other times he/she is not engaged in an active trip. This responsibility includes notification to his/her insurance carrier that he/she are providing Transportation Network Company (rideshare) services and obtaining any necessary endorsement to cover the period where 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 insurance coverage is provided when the vehicle is operated by a party other than INDEPENDENT CONTRACTOR, if INDEPENDENT CONTRACTOR is not in a COMPANY approved vehicle, or when a COMPANY approved vehicle is providing service for any other commercial operation or during INDEPENDENT CONTRACTOR’s use.
INDEPENDENT CONTRACTOR agrees:
INDEPENDENT CONTRACTOR’s own insurance policy may not provide coverage while the INDEPENDENT CONTRACTOR uses a vehicle in connection with the software application depending on the policy terms.
INDEPENDENT CONTRACTOR’s use of a vehicle that has a lien while providing transportation network services might violate the terms of his/her contract with the lienholder. It is the INDEPENDENT CONTRACTOR’s sole responsibility to determine the terms and conditions of his/her 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 application, 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 require INDEPENDENT CONTRACTOR to submit to a drug test at its discretion.
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 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.
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 within 8 hours before or at the time of actual operation or physical control of a motor vehicle under this Agreement, 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 insurance coverage provided herein will be void. INDEPENDENT CONTRACTOR’s responsibilities, duties, and obligations related to the insurance 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 insurance 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 California 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 provide business opportunities 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. 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 agree that any and all past, present, or future claims, controversies, disputes, or lawsuits between them that arise out of or relate in any way to the Agreement (hereinafter referred to in Section 7 as “Claims”) must be submitted for final and binding resolution by arbitration rather than in court, on an individual basis only. This agreement to arbitrate (“Arbitration Agreement”) survives after the Agreement terminates or INDEPENDENT CONTRACTOR’s partnership with COMPANY ends.
Class and Collective Action Waiver
All Claims under this Agreement must be arbitrated on an individual basis. Neither INDEPENDENT CONTRACTOR nor COMPANY may bring or participate in a class or collective action against the other. The Parties agree to waive any right to initiate or participate in a class action or collective action, and the arbitrator is prohibited from presiding over any class or collective action. Further, INDEPENDENT CONTRACTOR’s Claims may not be joined or consolidated in arbitration with claims brought by other individuals, unless agreed to in writing by all parties. If a court determines that the class and/or collective action waiver in this paragraph is unenforceable for any reason, and orders that a class or collective action should proceed, such class or collective action may not proceed in arbitration, but rather must proceed in court.
Private Attorney General Act Claims
If applicable law in the future allows for enforcement of California Private Attorney General Act (“PAGA”) representative action waivers, INDEPENDENT CONTRACTOR and COMPANY waive any right to initiate or participate in a PAGA representative action, and agree to bring all PAGA claims on an individual basis in arbitration, rather than in court. In any event, an arbitrator has no authority under this Agreement to preside over any PAGA representative action.
INDEPENDENT CONTRACTOR may bring PAGA claims in arbitration solely on his or her own behalf. The PAGA representative action waiver above is severable from this Agreement if it is unenforceable under applicable law, and if that is the case, any PAGA representative action must proceed in court and not in arbitration.
Pre-Arbitration Resolution Procedure
Before initiating any arbitration, 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.
Arbitration Procedure
Arbitration of any and all of the Parties’ Claims will be instead of a court or jury trial. The arbitration shall be conducted in accordance with the California Arbitration Act (as set forth in Title 9 of the California Code of Civil Procedure section 1280 et seq.).
Unless the Parties agree otherwise, the arbitration shall take place in San Diego County, California, or, at INDEPENDENT CONTRACTOR’s option, the county in which INDEPENDENT CONTRACTOR resides at the time the arbitrable Claim(s) arose, or in any county in which venue would have been proper if INDEPENDENT CONTRACTOR were free to bring the Claim(s) in court.
The arbitration shall take place before a single arbitrator (“Arbitrator”) selected by Parties in San Diego, California. If the Parties cannot agree on an arbitrator within 30 days, either may petition a court having jurisdiction for the limited purpose of appointing a neutral arbitrator pursuant to California Code of Civil Procedure section 1281.6, effective January 1, 2002.
The Arbitrator’s authority to resolve disputes and make awards under this Agreement is limited to Claims between INDEPENDENT CONTRACTOR and COMPANY. No arbitration award or decision will have any preclusive effect as to issues or Claims in any dispute with anyone who is not a party to the arbitration.
The Parties agree to permit reasonable discovery in accordance with the California Arbitration Act (California Code of Civil Procedure section 1283.05), taking into account the Parties’ shared desire to have a fast, cost-effective dispute resolution mechanism. The Arbitrator shall have the authority to determine what constitutes reasonable discovery, and to resolve all disputes relating to such discovery.
Choice of Law
Except for determinations of the arbitrability of any Claim(s), this Agreement and its validity, construction, and performance shall be governed by the laws of the State of California, without reference to rules relating to conflicts of law. INDEPENDENT CONTRACTOR and COMPANY understand and agree that any Claims to be arbitrated under this Agreement shall be governed by the laws of the State of California, without reference to rules relating to conflicts of law.
Arbitrability Questions
INDEPENDENT CONTRACTOR and COMPANY agree that any dispute as to arbitrability, including disputes about this Agreement’s enforceability, unconscionability, validity, and applicability to a particular Claim must be resolved by the Arbitrator in arbitration and not by the court. The Arbitrator shall determine the arbitrability of any Claims under this Agreement by applying the substantive provisions of the Federal Arbitration Act (9 U.S.C., sections 1 and 2) and the procedural provisions of the California Arbitration Act (California Code of Civil Procedure section 1280, et seq.).
Severability
If any term of this Agreement is determined to be unenforceable, it will be considered severed, and the remainder of this Agreement will not be affected by such unenforceability. If the class and/or collective action waiver, or the PAGA representative action waiver, is found unenforceable in a particular case, it will be considered severed.
Opt Out Procedure
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
4875 Eastgate Mall, Suite 200
San Diego, CA 92121
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.
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 or COMPANY, 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. INDEPENDENT CONTRACTOR acknowledges that this agreement supersedes all prior agreements between INDEPENDENT CONTRACTOR and COMPANY. 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. INDEPENDENT CONTRACTOR agrees that future modification(s) of this Agreement does not create a renewed opportunity to opt out of arbitration (if applicable) unless a modification includes material changes to the Arbitration Agreement as set forth in Section 7.
EXECUTED as of the date first above written.