Play Octopus Driver Agreement
Driver name:__________________________ Date: ____________
This Play Octopus Driver Agreement (the “Agreement”), effective as of the date hereof, is entered into by and between Play Octopus LLC (“Octopus”), and Driver, an independent contractor driver, as named above. The parties shall be referred to collectively herein as the “Parties.” Driver wishes to receive from Octopus a tablet, tablet mount and certain other accessories and devices (the “Equipment”) and use Octopus’s platform in Driver’s vehicle to promote third party businesses’ products and services, and engage riders with trivia, games and other content via the Octopus application (collectively, the “Platform”). By signing this Agreement, Driver represents that he/she has read and does understand and agree to be bound by the terms of this Agreement, and that any representations made by virtue of being party to this Agreement are accurate. This Agreement may be changed by Octopus effective immediately by notifying Driver. By continuing to access or use the Equipment and Platform after the effective date of any such change, Driver agrees to be bound by such modified Driver Agreement. Driver represents that Driver has read and understands and agrees to be bound by the above statements, which are true and accurate. Driver represents that Driver’s participation on the Platform and acceptance of these terms of service are completely voluntary. Driver’s relationship to Octopus shall be that of an independent contractor and no employment, partnership, joint venture, franchise or agency relationship is created by this Agreement. The Parties agree:
- Driver Terms / Responsibility:
- Driver will keep the Equipment charged, secured, viewable to passengers, and broadcasting content for at least 100 unique rides per month (the “Ride Threshold”). If Driver does not meet the Ride Threshold, Driver shall return the Equipment.
- Driver will be responsible for ensuring that the Equipment is not lost, damaged or stolen, but may provide a police report to alleviate responsibility in the event the Equipment is stolen.
- Driver will provide Octopus with bank account information (“Driver’s Account”) for the purpose of making credits and debits to Driver’s account under the terms of this Agreement.
- Octopus reserves the right to reward driver based on any metric/ payment plan, in Octopus’s sole discretion.
- Driver agrees to refrain from utilizing any other rideshare engagement or advertising screen while Driver remains in possession of the Equipment.
- Driver is responsible for paying all local, state and federal taxes due in connection with any rewards paid to Driver.
- Driver agrees to maintain adequate insurance in full force and effect with respect to Driver’s vehicle, during the term of this Agreement.
- Driver shall not operate Equipment in an unsafe manner while driving. Driver will perform any such operation while stopped.
- Driver agrees to only use the Equipment for purposes of displaying the Platform. If the Platform is exited, Driver shall immediately reopen the Platform or notify Octopus immediately.
- Driver will return to the Octopus address specified in section VI.e. the Equipment provided to Driver by Octopus , within 10 days, if requested by Octopus or this Agreement is terminated for any reason. All costs of returning Equipment shall be the sole responsibility of Driver.
- Driver shall follow all applicable traffic laws and ask passengers to abide with applicable traffic laws, including seatbelt laws.
- Driver agrees to receive SMS messages for general communications from Octopus. Message & data rates may apply. To stop receiving SMS messages from Octopus, Driver may reply STOP to any such message at any time.
- Driver agrees to maintain all city and state licenses and permits necessary to display advertisements in driver’s vehicle.
- Octopus Terms / Responsibilities:
- Octopus will provide the Driver with the Equipment as Octopus deems appropriate.
- Octopus will subsidize data costs associated with the Equipment.
- Octopus may request the return of the Equipment at any time.
- Octopus reserves the right to terminate this Agreement with Driver at any time, for any reason, without cause.
- Octopus may make rewards to Driver. Octopus is not obligated to make any rewards. Any rewards shall be granted at the sole discretion of Octopus and may be discontinued at any time.
- Upon termination of this Agreement, any unredeemed rewards shall be forfeited by Driver.
- Octopus may require Driver to pay a security deposit in order to receive the Equipment (the “Security Deposit”).
- If Driver fails to return the Equipment, in original working condition, when requested by Octopus or the termination of this Agreement, then Octopus may retain the Security Deposit and/or debit Driver’s Account for lost Equipment as follows: Tablet ($160), Tablet Mount ($20), Charging Cable ($10), Charging Port ($10). If any Equipment is stolen and Driver provides Octopus with a full police report within 30 days of the incident, Octopus will waive all charges for such Equipment.
- Intellectual Property / Data:
- Octopus IP. Driver agrees and acknowledges that Octopus owns all right, title, and interest in Octopus’s Platform, resulting data and information, trademarks and other intellectual property, any software, technology or tools used in connection therewith, and any improvements or derivative works thereof (collectively, the “Octopus IP”). Driver shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, or modify the Octopus IP or any portion thereof, except with the explicit permission of Octopus. Driver shall not prepare any derivative work based on the Octopus IP and shall not translate, reverse engineer, decompile or disassemble the Octopus IP.
- Data. Octopus may collect user data based on driving records that Driver shares with Octopus, user interactions with the Equipment, location based data from the Equipment, as well as a number of other methods. Octopus may share some, all or none of this information with advertisers as part of the advertising sales process or other third parties in Octopus’s sole discretion.
- Confidentiality. All of the terms of this Agreement are to be treated by Driver as confidential. Driver agrees not to disclose any such confidential information to any third party, other than its legal, tax, and accounting advisors who are bound by a duty of confidentiality or as required by applicable laws.
- Term. This Agreement shall commence on the Effective Date and continue until terminated as provided below.
- Termination. Either party may terminate this Agreement immediately upon 10 days’ notice to the other party and, for Driver, the return of the Equipment to Octopus.
- Representations and Warranties. Driver represents and warrants that: (1) Driver has the right, power and authority to enter into this Agreement; and (2) the information shared by Driver does not and will not violate any copyright, trademark, or other intellectual property right or right of privacy or publicity of any third party.
- Indemnification. Driver agrees to defend, indemnify and hold Octopus, its affiliated and related entities, and any of their officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to attorney’s fees and costs) arising out of or relating to any of the following: (1) any breach or alleged breach by Driver of this Agreement or the representations and warranties stated in Section VI.a of this Agreement, or (2) any claim arising out of or relating to the information and services provided by Driver, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages.
- Limitation of Liability. COMPANY AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER OR RELATED TO THIS AGREEMENT FOR ANY OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (1) ANY INCIDENTAL, COMPENSATORY, GENERAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND; OR (2) YOUR OR ANY THIRD PARTY’S PROPERTY DAMAGE, BODILY INJURY, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE. (COLLECTIVELY, “DISCLAIMED DAMAGES”).
- Relationship. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a joint venture, partnership, franchise, or an agency relationship between the Parties. Neither Party has the authority, without the other Party’s prior written approval, to bind or commit the other Party in any way.
- Notices. All notices and requests in connection with this Agreement will be deemed given as of the day they are received either by email, messenger, delivery service, or in the mail, at the following addresses:
- Play Octopus Email Address: email@example.com
- Play Octopus Physical Address:
4550 Montgomery Ave., Suite 130N
Bethesda, MD 20814
To Driver, at the email address and phone number registered by Driver with Octopus. Unsubscribing from Octopus’s email or SMS communications shall not relieve Driver of Driver’s obligations of this Agreement, and shall void any notice requirements.
- No Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. OCTOPUS DOES NOT WARRANT OR GUARANTEE THAT THE PLATFORM SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE.
- Entire Agreement. This Agreement is the entire agreement of the Parties with respect to the subject matter hereof, and supersedes any and all prior agreements and/or understandings, whether written or oral. This Agreement shall not be modified except by a written agreement dated subsequent hereto signed on behalf of each Party by their duly authorized representatives.
- Governing Law. This Agreement shall be governed by the laws of the State of Maryland, without reference to principles of conflicts of law, and the Parties further consent to the exclusive jurisdiction of the local and federal courts located in Montgomery County to resolve any dispute that may arise relating to this Agreement.
- Assignment. This Agreement may be assigned by Octopus, directly or by operation of law, without the prior written consent of Driver. This Agreement shall be binding upon and inure to the benefit of the parties' successors and assigns.
- Survival. All Sections of this Agreement that by their nature should survive termination or expiration will survive, including, without limitation, accrued rights to payment, indemnification obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.
- Counterparts. This Agreement may be executed in one or more counterparts, which may be exchanged by electronic means, each of which shall be deemed an original and together shall constitute the same agreement.
Print Name: _________________________