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 LICENSING AGREEMENTTHE FOLLOWING AGREEMENT DESCRIBES THE TERMS AND CONDITIONS ON WHICH United Sedans OFFERS YOU ACCESS TO ITS APPLICATION AND PLATFORM.The PartiesUnited Sedans a Seattle Company (“United Sedans”?, “United Sedans”, “our”, “us”, or “we”) provides a payment gateway service. (“United Sedans Platform”) is a smartphone application (the “Application”, or “App”) that enables service providers (“Driver(s)”?, “Transportation Company”, “you”, “user”?, “your”?, “Independent Contractor”? or “Contractor(s)”?) to accept (“Rider(s)”) who seek transportation services using an App and facilitate the payment transactions among Riders and ContractorsThe Driver?is an independent contractor, and agrees that there is no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship intended, created, or shall in any way be construed by this agreement between the driver and United Sedans.United Sedans PLATFORM DOES NOT INCLUDE THE PROVISION OF TRANSPORTATION SERVICES. United Sedans IS A SMARTPHONE APPLICATION ONLY AND NOT A TRANSPORTATION CARRIER, AND United Sedans DOES NOT EMPLOY DRIVERS. YOU AND United Sedans DESIRE AND INTEND TO BE INDEPENDENT CONTRACTORS AND DO NOT INTEND, AND SHALL NOT BE CONSTRUED, TO BE IN ANY EMPLOYMENT, AGENCY, PARTNERSHIP OR FIDUCIARY RELATIONSHIP WITH EACH OTHER. YOU ARE NOT AN EMPLOYEE OF United Sedans . YOU ARE SELF-EMPLOYED AND OPERATE YOUR OWN BUSINESS.AcceptanceTHIS AGREEMENT (“AGREEMENT”) IS ENTERED INTO BETWEEN YOU AND United Sedans ONLY.?Apple, Inc. (“Apple”), Google Play, United Sedans App, and any other Smartphone Application that connect Riders with drivers are not a party to this Agreement and as such shall have no obligations with respect to the United Sedans Platform. United Sedans is solely responsible for the United Sedans Platform and the content thereof as set forth in this Agreement. However, Apple is a third party beneficiary of this Agreement. Upon Your acceptance of this Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against “You”? as a third party beneficiary thereof. This Agreement incorporates by reference the Licensed Application End User License Agreement as published by Apple, for purposes of which, “You”? are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control.Driver AcknowledgementsAs a driver, I agree to provide all tools and materials necessary to undertake my obligations and responsibilities, and shall incur all related expenses (including without limitation the vehicle, cost of fuel, insurance, and vehicle upkeep).? It is my responsibility to determine the appropriate and desired level of insurance (beyond the requirements of law), and to confirm that my activities are covered under applicable insurance policies.I further acknowledge that United Sedans is not responsible for and shall not be liable for actions taken by riders or their guests, and that United Sedans in no manner guarantees that any rider will show up for or complete any ride commissioned via the United Sedans platform.I also acknowledge that I solely accept all risks related to interacting with and transacting with riders or their guests.As an Independent Contractor, I acknowledge that the selection of periods to work, the times of those periods, and the length of those periods is strictly a matter of my own choice. I am not required to be in my vehicle any set hours as a condition to use the United Sedans App. I do not undertake to drive on a full- time basis or any particular schedule or hours.I am not restricted in any manner as to the area in which I may operate nor shall I be required to remain at any specified place, nor shall I be required to accept any rides or requests for service offered from the United Sedans App.I am not required to report the location or whereabouts of my vehicle at any time. United Sedans does no more than make available any prospective Riders through its App, and I have the full right to accept or to reject the ride.I am NOT REQUIRED, to download the United Sedans Application to accept Riders.As an independent contractor, I bear my own expenses. United Sedans will not be liable to me for expenses I may incur in the course of my business, whether for gas, maintenance, towing, parking, tolls, citations or otherwise. United Sedans does not guarantee any wage.United Sedans does not pay for or provide any type of worker’s compensation or insurance for my health or accidents, including on-the-job injuries. If I wish coverage of this kind I know I must provide it for myself.As an independent contractor, I shall be responsible for all federal, state and local taxes arising from the services provided by me. I shall timely file estimated tax returns and pay estimated tax payments at the times and in the amounts required by law. I shall indemnify, defend, and hold United Sedans harmless from payment of any taxes, interest, and/or penalties and costs of defense.As an independent contractor, I am not restricted in any manner from developing my own personal business and/or advertise my own services. Also, I am not required to dress in any manner or wear any uniform.Driver Representations and WarrantiesBy using of the United Sedans Platform or Application as a Driver, You agree, represent, and warrant that:You are at least 25 years of age.You possess a valid driver’s license and are authorized to operate a motor vehicle.You possess all appropriate licenses, approvals and authority to provide transportation to third parties in all jurisdictions in which You use the United Sedans Platform.You own or have the legal right to operate the vehicle that You use when accepting Riders, and said vehicle is?in?good?operating condition and?meets?the industry safety standards and all?applicable statutory and state department of motor vehicle requirements for a vehicle of its kind.You are named or scheduled on the insurance policy covering the vehicle You use when acceptingYou have a valid policy of liability insurance consistent with all applicable legal requirements for the operation of your vehicle to cover any anticipated losses related to your provision of rides to Riders.You and you alone will be solely responsible for any and all liability which results from or is alleged as a result of the operation of the vehicle you use to transport Riders, including, but not limited to personal injuries, death and property damages.It is your responsibility to observe safe driving practices and to place, secure and use the United Sedans app in a manner that will not cause accidents, personal injury or property damage. DO NOT USE YOUR PHONE WHILE YOU ARE DRIVING. United Sedans does not guarantee the error-free operation of its app. United Sedans does not accept any disclaims any liability for any loss or damage arising out of or in a connection with the use or inability to use the United Sedans app or any content.In the event of a motor vehicle accident You will be solely responsible for compliance with any applicable statutory or department of motor vehicles requirements and for all necessary and related contacts with your insurance carrier.You will obey all local, State and Federal laws and will be solely responsible for any violations of such laws.You will not make any misrepresentation regarding United Sedans, the United Sedans Platform, your status as a Driver, or otherwise engage in any activity that is inconsistent with your obligations under this Agreement.You will only accept Riders using a Fully Licensed, Commercially Insured, and meets all of the Public Safety City, State and Federal Requirements.You will conduct business in, an honest and forthright manner, taking the shortest and most direct route, and be personable and friendly to Riders. Taking a long route may result in a charge back due to Rider dissatisfaction and You shall be solely responsible for any charge back caused by You.You may not use the App in any manner that is illegal or harmful.You further agree that you shall not, nor shall you allow any third party to:Use the Services through unauthorized interfaces or protocols.Transmit information that infringes the rights of others or is abusive, pornographic, violent, racist, discriminatory, offensive, vulgar, obscene, defamatory, invasive of personal privacy, harassing, threatening, or otherwise objectionable.Translate, reverse-engineer, decompile, disassemble, modify, or make derivative works from theApplication (except as applicable law expressly permits).Remove, obscure or alter any notices or indications of rights in or to the App Intellectual Property.Interfere with, or attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from any United Sedans servers.Take any action that imposes an unreasonable or large load on our infrastructure.Upload invalid data, viruses, worms, or other harmful software to the App.Use automated means, including spiders, robots, crawlers, data mining tools, or the like to download our data unless expressly permitted by United Sedans.Use the App in a way that disables the App or prevents or inhibits anyone from using the App; orImpersonate any person or entity in order to use, or through use of, the App.Disputes and Release of United SedansTHE United Sedans PLATFORM IS DESIGNED TO FACILITATE TRANSACTIONS AMONG DRIVERS AND RIDERS.United Sedans DOES NOT PROVIDE RIDES, NOR DOES IT GUARANTEE ANY RIDES.If the rider chooses to pay you with his/her stored credit card using the United Sedans app you are solely responsible to make sure that the credit card transaction is approved and not declined.If the rider credit card is approved, the app will show the following (“Confirmation Message”), “YOU GOT PAID WITH CARD!”. If the rider credit card was declined, the United Sedans app will not show a Confirmation Message. In such case, you are solely responsible to collect cash or any other form of payments from the rider by using your own merchant account such as square.? YOU ARE SOLELY RESPONSIBLE TO COLLECT PAYMENT FROM THE RIDER AT THE END OF EACH TRIP.Each contractor is solely responsible for his/her interactions and transactions with riders connected through the United Sedans platform, and agrees to look solely to the rider for any claim, damage or liability associated with any transaction commissioned via the United Sedans platform, and expressly waives and releases United Sedans from any and all claims, damages and liabilities arising out of any act or omission of any such rider, including without limitation damages relating to personal injury or destruction of property.? United Sedans reserves the right, but has no obligation, to monitor disputes between contractors and riders.FeesI shall authorize United Sedans to deduct 20% percent per run.? I shall also authorize United Sedans to collect the Extra $2Tech Fee*?charged to customers on top of each fare.? The?Credit Card Complete Fares*?will be collected by United Sedans on my behalf and the Cash Fares* MUST be collected by me. I agree and request that United Sedans deduct only 20% per run unless I have a previous balance owed. ALL Fares earned by me and remit the remainder of the Fares to me or my Transportation Company bank account.? If the credit card fares collected by United Sedans in one week (7 days) do not cover the dispatch fee I owe, I agree to pay United Sedans any (“Balance”) I may owe by either allowing United Sedans to debit the Balance from my Bank account or I shall deposit the Balance to the United Sedans Bank Account. I acknowledge that United Sedans is not liable for any overdraft fee may be charged by my bank in a case of insufficient fund. All cash fares are Due Sunday of every week. Also cash fares have 5 day grace period to be paid before the $10 late fees apply.Credit Card Complete Fares*:Are ALL the fares that are paid by the Riders to you, BEFORE LEAVING YOUR VEHICLE, using their credit cards through the United Sedans App only and you MUST receive the Confirmation Message/Card authorization from United Sedans.Cash Fares*:Are ALL the fares that are paid by the Riders to you, BEFORE LEAVING YOUR VEHICLE, using Cash, or through your own merchant account.ALL Fares*:Are ALL Credit Card Complete Fares* and ALL Cash Fares altogether.Tech fee*:$2 Fee will be added to the Rider fare at the end of each trip and You shall pay it back to United Sedans.Important Notice:If you do not receive a Credit Card authorization (Confirmation Message: “YOU GOT PAID WITH CARD!”?) and the Rider has no Cash to pay for the fare, please seek a legal advice and check your local laws in how to resolve the matter. In such a case, United Sedans is not liable for any damage and such fare will be automatically calculated as a Cash Fare in the United Sedans Platform.Using Your Own/Personal Device and phone numberUnited Sedans does not provide or give any devices. You elect and agree to install the United Sedans Application at your own discretion and risk and You are solely responsible for any damage to your phone or loss of data that may result from the download of United Sedans App or use of the United Sedans Website. You further agree and allow United Sedans to share your personal phone number with all riders who you accepted to service them. You accept?that riders you served may call you any time after knowing your phone number. You acknowledge thatUnited Sedans has no control over riders’ actions, after sharing your phone number with them, and you agree not to hold United Sedans liable for any damages whatsoever resulting from riders knowing your phone number.United Sedans hereby grants to you, non-exclusive, non-transferable license, during the Term, to (i) install the United Sedans App on a Your Own Device and (ii) United Sedans may provide reasonable support to Driver in how to use the App.Contractor acknowledges and agrees:That his/her Own Device used must meet the hardware and software requirements of the United Sedans App (including, without limitation, with respect to specific types of Personal Devices and phone carrier networks), as may be updated by United Sedans from time to time in its sole discretion.That use of the United Sedans App on a personal Device requires the Contractor to maintain, during the Term, at His/her sole expense, an active data plan with a wireless carrier associated with the personal Device (“Data Plan”).That use of the United Sedans App on a Personal Device may consume very large amounts of data through the Data Plan. CONTRACTOR IS ADVISED TO USE HIS/HER OWN DEVICE IF THE APPLICABLE PERSONAL DEVICE OPERATES UNDER A DATA PLAN WITH UNLIMITED OR VERY HIGH (AT LEAST 10GB PER MONTH) DATA USAGE LIMITS.Not to provide, distribute or share, or enable the provision, distribution or sharing of, the App (or any data associated therewith) with any third party.To uninstall the United Sedans App from the Personal Device, if any parties elect to terminate this AgreementDisclaimers and Limits of LiabilityDriver acknowledges that the United Sedans App is delivered “as is”, “with all faults”, and “as available”. United Sedans does not warrant that the operation of its App will be uninterrupted or error-?free, that any errors or defects in the App will be corrected, or that the App will satisfy driver’s expectations or requirements. In no event shall United Sedans be liable to driver or any other party with respect to the delivery, use or performance of the United Sedans App, under any theory of liability, for any (i) loss or inaccuracy of data, (ii) damage to software or equipment, (iii) cost of procurement of substitute goods, services or technology, or (iv) indirect, incidental, punitive, special, exemplary, or consequential damages or costs including but not limited to, cost of wireless services or data plans or loss of revenues, data, profits, or goodwill, whether or not United Sedans has been advised of the possibility of such damages or costs. In no event shall United Sedans’s aggregate liability to driver exceedIn no event shall United Sedans, its officers, directors, employees, or agents, be liable to you for any indirect, incidental, special, punitive, or consequential damages whatsoever resulting from:Any errors, mistakes, or inaccuracies in the App.Personal injury or property damage, of any nature whatsoever.Any unauthorized access to or use of our servers and/or any and all personal information stored therein.Any interruption or cessation of transmission to or from the App or interoperability problems.Any bugs, viruses, Trojan horses, or the like, which may be transmitted to or through the App by any third party.Any errors or omissions in any content.User submissions or the defamatory, offensives, or illegal conduct of any third party.Your use, or inability to use, any portion of the App or for any loss or damage of any kind (including your data) incurred as a result of your use of the App, whether based on warranty, contract, tort, or any other legal theory, and whether or not the United Sedans is advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.Our ResponsibilitiesWe are not responsible for providing assistance or support to you, including error corrections, upgrades, support, updates, bug fixes, enhancements, or other types of support. You agree that United Sedans has no liability or responsibility for the storage or deletion of any User Submissions. United Sedans reserves the right, but not the obligation, to remove any User Submissions at its discretion. We may monitor your use of the App, to the extent permitted by law, to ensure compliance with these Terms of Use, satisfy legal requirements, or protect our rights and the right of others.AvailabilityYou acknowledge that there may be interrupted in service or events that are beyond United Sedans’s control. While we use reasonable efforts to keep the App and our website accessible, they may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of our control the App access may be interrupted, suspended or terminated. We retain the right at our sole discretion to deny service, or access to the App to anyone or an account, at any time and for any municationsUnited Sedans reserves the right to contact you from time to time for feedback, including feedback and reviews from Riders?regarding your business and service. We?reserve the right to contact you through e-mail, facsimiles, text or voice messages, or notices posted on the United Sedans websites. Notices will be deemed effective at the time they are sent by United Sedans or as of date they are posted, regardless of whether you actually read any such notices.? We may contact you through any of the means you provided during the using process, such as via your telephone number or email address. You consent that any emails, surveys, reviews, other information or feedback you provide to United Sedans through the App or via any other medium, except for Personally Identifiable Information, can be used by United Sedans in any manner, including but not limited to for reviews, testimonials and ratings on United Sedans or third party websites.TerminationUnited Sedans may choose to terminate this agreement and block you from accessing the application with or without cause, and for any reason or no reason with our without notice.? Upon termination of your use of the App for any reason, all of your rights to access and use any and all parts of the App shall immediately terminate. In the event of such termination, you agree to remove any and all Content from all of your hard drives and any other storage media and to destroy all copies of the Content in your possession.IndemnificationBy entering into this Agreement and using the United Sedans Application, you agree that you shall defend, indemnify and hold United Sedans, its licensors and each such party’s parent organizations, associates, subsidiaries, affiliates, officers, directors, Users, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) your violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referred to in this Agreement; (b) your violation of any rights of any third party, or (c) your use or misuse of the Application.ModificationsUnited Sedans reserves the right, at its sole discretion, to change, modify, update, add, or remove portions of the Terms of Use at any time, with or without notice to you. We may modify the terms of this Agreement periodically by posting the modified terms on the United Sedans Platform or on its Website. We advise to check these Terms periodically for changes. If we post our modified terms, you may not use the United Sedans Platform without accepting the modified terms. All modified terms shall be effective automatically after they are posted on the United Sedans Platform or United Sedans Website. This Agreement may not be otherwise amended except in writing signed by you and United Sedans.Entire Agreement/ Translation/ InterpretationThese Terms and any operating rules for the Services established by United Sedans constitute the entire agreement between United Sedans and you regarding your use of the App.? If any provision of these Terms should be held illegal or unenforceable by a court with jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from these Terms of Use. If no such modification is possible, then the other provisions of these Terms shall remain in full force and effect. The section headings used are for convenience only and shall not be given any legal erning LawThis Agreement is governed by the laws of Seattle and the laws of the United States of America as applied in Seattle. Any suit, action or proceeding arising out of this Agreement shall be instituted in the federal courts or state courts located in Seattle, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.Dispute ResolutionYou and United Sedans agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Service or Application (collectively, “Disputes”?) will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.?YOU ACKNOWLEDGE AND AGREE THAT YOU AND United Sedans ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS USER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.?Further, unless both you and United Sedans otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution”? section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution”? section will survive any termination of this Agreement.Arbitration Rules and Governing LawThe arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution”? section. (The AAA Rules are available at arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.Arbitration ProcessA party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Washington and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.Arbitration Location and ProcedureUnless you and United Sedans otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed then the arbitration will be conducted solely on the basis of documents you and United Sedans submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.Arbitratoe’s DecisionThe arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. United Sedans will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.FeesYour responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).ChangesNotwithstanding the provisions of the modification-related provisions above, if United Sedans changes this “Dispute Resolution”? section after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject any such change by sending us written notice within 30 days of the date such change became effective, as indicated in the “Last Updated Date”? above or in the date of United Sedans email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and United Sedans in accordance with the provisions of this “Dispute Resolution”? section as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).BY SIGNING THIS AGREEMENT, I ACKNOWLEDGE THAT I UNDERSTAND THE PROVISIONS CONTAINED IN THIS AGREEMENT, I AGREE TO ALL TERMS CONTAINED IN THIS AGREEMENT, AND UNDERSTAND THAT I AM AN INDEPENDENT CONTRACTOR.Name: Signature: Date: Email Address: Cell No.: ................
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