DIGITAL SEAT MEDIA DRIVER PROGRAM TERMS
Last Updated: February 6th, 2018
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
BY CLICKING ‘I ACCEPT’, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR PARTICIPATION IN THE PROGRAM, YOU AGREE TO BE BOUND BY, THESE TERMS. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU MAY NOT PARTICIPATE IN THE PROGRAM.
ARBITRATION NOTICE. EXCEPT FOR CERTAIN KINDS OF DISPUTES DESCRIBED IN SECTION 15, YOU AGREE THAT DISPUTES ARISING UNDER THESE TERMS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND BY ACCEPTING THESE TERMS, YOU AND DIGITAL SEAT MEDIA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS CONTRACT (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT). YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. SEE SECTION 15 FOR ADDITIONAL INFORMATION.
Program Overview. Digital Seat Media offers drivers who participate in the rideshare services (each an “Approved Rideshare Program”) an opportunity to earn a Program Fee (defined in Section 9.1 below) by creating a User Account (defined in Section 3 below) on the Service, allowing the installation of Program Equipment (defined in Section 6 below) on their vehicles and enabling the Program Equipment to display advertisements and other content delivered by Digital Seat Media while driving for said Rideshare Program (the “Program”).
Program Requirements. You must be at least 18 years old to participate in the Program and you must comply with all of the program requirements (the “Program Requirements”). By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) your participation in the Program fully complies and will comply at all times during the Term with the Program Requirements; (c) you have not previously been suspended or removed from the Program; and (d) your registration and participation in the Program complies with any and all applicable laws and regulations.
Accounts and Registration. To participate in the Program, you must create and maintain a user account (your “User Account”). When you register your User Account, we will ask you to share certain information with us, including your name, email, home address, bank account number and information about your vehicle. You agree that the information you provide to us during the User Account creation process is accurate and that you will keep it accurate and up- to-date at all times during the Term. When you register a User Account you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your User Account and password, and you accept responsibility for all activities that occur under your User Account. If you believe that your User Account is no longer secure, then you must immediately notify us at email@example.com.
Limited License. Subject to your complete and ongoing compliance with these Terms, Digital Seat Media grants you, solely for your use in connection with the Program, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any Software obtained from a legitimate marketplace on a mobile device or computer that you own or control; (b) access and use the Service; and (c) install and use Digital Seat Media hardware including window decals, stickers, tags, or any future hardware that may be offered within the Digital Seat Media platform
Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Program or the Service (“Feedback”), then you hereby grant Digital Seat Media an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Program and Service and create new products and services.
Ownership; Proprietary Rights. The Program is operated by Digital Seat Media. Materials made available to you in connection with the Program, including all intellectual property rights in the Service and Program Equipment (collectively, “Materials”) are protected by intellectual property and other laws. As between you and Digital Seat Media, all Materials are the property of Digital Seat Media or its third-party licensors. Except as expressly authorized by Digital Seat Media, you may not make use of the Materials. Digital Seat Media reserves all rights to the Materials not granted expressly in these Terms.
Program Equipment. During the Term, Digital Seat Media may provide you with certain hardware and other equipment to be installed in or on your vehicle in order to enable you to participate in the Program (the “Program Equipment”). You agree that you will use the Program Equipment solely as directed by Digital Seat Media, and will not make any modifications to the Program Equipment not expressly authorized by Digital Seat Media.
Ownership of Program Equipment. Digital Seat Media will own and retain title to all of the items of Program Equipment. You, at your sole expense, will protect Digital Seat Media’s title and keep the Program Equipment free from all claims, liens, encumbrances and legal processes. You agree that the Program Equipment is not and will not be subject to any lien, encumbrance, mortgage or deed of trust, or any other such interest originating from or through you. The Program Equipment is the personal property of Digital Seat Media.
Maintenance. You must maintain the Program Equipment in accordance with any instructions provided by Digital Seat Media and in the same condition as when delivered to you (subject to normal wear and tear) and will promptly report to Digital Seat Media any damage to the Program Equipment that you become aware of. You remain solely responsible for any authorized or unauthorized use of the Program Equipment.
Return. Upon termination of these Terms: (a) you will promptly remove any and all Digital Seat Media Program Equipment from your vehicle.
Generally. Except as otherwise explicitly set forth in this Agreement, you will not, and you will not permit or authorize any third party to: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) modify, translate, reverse engineer, decompile, disassemble, or otherwise derive the source code, firmware, or the underlying ideas, algorithms, structure, or organization of the Service, the Software, the Program Equipment, or any other software (including firmware) associated therewith (except to the extent that applicable laws prevent the prohibition of such activities); (c) interfere with, circumvent or disable any feature of the Service, the Software, the Program Equipment or any other software (including firmware) associated therewith, including any security or access control mechanism; or (d) use or operate the Program Equipment except for the purpose of participating in the Approved Rideshare Program. If you are prohibited under applicable law from using the Service, you may not use it.
Personal Conduct. At all times while operating a vehicle containing Program Equipment or otherwise engaging in activities in connection with the Program, you agree that:
- you will not disparage Digital Seat Media, our advertisers
and partners, or the Program;
- you will conduct yourself in a professional manner that reflects favorably upon the goodwill and reputation of Digital Seat Media and our advertisers and partners;
- you will comply with all laws applicable to your activities (including all traffic laws); and
- you will behave in a courteous, professional and respectful manner toward all persons.
Program Fees. As consideration for your participation in the Program, Digital Seat Media agrees to pay you the fees described to you at the time of your registration, as may be modified from time to time by Digital Seat Media upon thirty (30) days’ notice to you (the “Program Fees”), and provide any additional information Digital Seat Media may reasonably request. You will receive an email that defines your earnings structure before receiving your Digital Seat tags. Your promotions may also be present in your Driver Dashboard. All promotional weeks will be calculated from Monday-Monday in Central Standard Time. The Company will not pay you for views, scans, engagements, or interactions that the Company determines to be fraudulent. The Company may also pay you additional bonuses at its discretion, and the Company may offer different incentives to different drivers. You acknowledge that transportation providers using Digital Seat Media services will have a varying range of earnings and that your earnings may be lower than other drivers or lower than average earnings that the Company represents in marketing materials or its websites, and you agree that Digital Seat will not be held responsible for lower earnings. You acknowledge and agree that the Driver Partner Payments are the only payments you will receive in connection with the provision of Digital Seat Services to Users, and that the Driver Partner Payments will not include any withholdings or deductions of taxes.
Changes to Driver Partner Payments. Company reserves the right to change the amounts and respective requirements of Driver Partner Payments at any time in Company’s discretion, and Company will provide you with notice in the event of changes to your future earnings. Continued use of Digital Seat Services after any such change in Driver Partner Payments shall constitute your consent to such change.
Taxes. You are responsible for and will pay all taxes and other governmental charges resulting from your participation in the Program, except for government taxes imposed on the net income, personnel, or real property of Digital Seat Media. You acknowledge and agree that you are required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of Transportation Services and receipt of Driver Partner Payments providing the Digital Seat Media Services to Users as required by applicable law; and (b) provide Company with all relevant tax information. Company may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from your provision of Digital Seat Services and/or provide any of the relevant tax information you have provided pursuant to the foregoing requirements in this Section directly to the applicable governmental tax authorities on your behalf or otherwise.
Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time upon 30 days’ notice. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 10, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
Term and Termination.
Term. These Terms are effective beginning when you accept the Terms and ending when terminated as described in Section 11.2 (the “Term”).
Termination. If you violate any provision of these Terms, your authorization to access and use the Service and these Terms automatically terminate. In addition, Digital Seat Media may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by emailing us at firstname.lastname@example.org to notify us of your desire to end your participation in the Program.
Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your User Account; (c) Sections 4.2, 5, 6, 11.3, 12, 13, 14, 15 and 16 will survive.
Modification of the Service. Digital Seat Media reserves the right to modify or discontinue the Program at any time, temporarily or permanently, without notice or liability to you.
Indemnity. To the fullest extent permitted by law, you are responsible for your participation in the Program, and you will defend and indemnify Digital Seat Media and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Digital Seat Media Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your violation of or failure to comply with any portion of these Terms (including the Program Requirements), any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (b) your use of, and the installation of, the Program Equipment; (c) any services you provide to third parties (including in connection with an Approved Rideshare Program) and any dispute or issue between you and a third party; and (d) your participation in the Program, your vehicle or your driving behavior. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
No Warranties. THE PROGRAM, PROGRAM EQUIPMENT, SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE IN CONNECTION WITH THEREWITH ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. DIGITAL SEAT MEDIA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO PROGRAM, PROGRAM EQUIPMENT, SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE IN CONNECTION THEREWITH. DIGITAL SEAT MEDIA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DIGITAL SEAT MEDIA DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
Exclusions. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Digital Seat Media does not disclaim any warranty or other right that Digital Seat Media is prohibited from disclaiming under applicable law.
Limitation of Liability.
Consequential Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE DIGITAL SEAT MEDIA ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY DIGITAL SEAT MEDIA ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
Direct Damages. EXCEPT AS PROVIDED IN SECTION 15.4 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE DIGITAL SEAT MEDIA ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SUBJECT MATTER OF THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNTS PAID TO YOU BY DIGITAL SEAT MEDIA IN RESPECT OF YOUR PARTICIPATION IN THE PROGRAM IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM.
Allocation of Risk. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Dispute Resolution and Arbitration.
Generally. In the interest of resolving disputes between you and Digital Seat Media in the most expedient and cost effective manner, and except as described in Sections 6.5 and 15.2, you and Digital Seat Media agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND DIGITAL SEAT MEDIA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Exceptions. Despite the provisions of Section 15.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
Arbitrator. Any arbitration between you and Digital Seat Media will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800- 778-7879, or by contacting Digital Seat Media. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Digital Seat Media’s address for Notice is: Digital Seat Media LLC., 916 Bryan avenue, #204, Fort Worth, TX 76104. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Digital Seat Media may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Digital Seat Media must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Digital Seat Media in settlement of the dispute prior to the award, Digital Seat Media will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
Fees. If you commence arbitration in accordance with these Terms, Digital Seat Media will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Tarrant County, Texas, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Digital Seat Media for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
No Class Actions. YOU AND DIGITAL SEAT MEDIA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Digital Seat Media agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
Modifications to this Arbitration Provision. If Digital Seat Media makes any future change to this arbitration provision, other than a change to Digital Seat Media’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Digital Seat Media’s address for Notice of Arbitration, in which case your account with Digital Seat Media will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
Enforceability. If Section 15.6 is found to be unenforceable or if the entirety of this Section 15 is found to be unenforceable, then the entirety of this Section 15 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 16.2 will govern any action arising out of or related to these Terms.
Independent Contractors. You and Digital Seat Media expressly intend that you participate in the Program as an independent contractor. Without limiting the generality of the foregoing, you are not authorized to bind Digital Seat Media to any liability or obligation or to represent that Digital Seat Media has any authority. You will indemnify and hold Digital Seat Media harmless to the extent of any obligation imposed on Digital Seat Media resulting from a determination that you are not an independent contractor.
Governing Law. These Terms are governed by the laws of the State of Texas without regard to conflict of law principles. You and Digital Seat Media submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Tarrant County, Texas for resolution of any lawsuit or court proceeding permitted under these Terms.
Additional Terms. Your participation in the Program is subject to all additional terms, policies, rules, or guidelines applicable to the Program that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
Third Party Services and Linked Websites. The Service may contain links to third party websites or services. Linked websites and services are not under Digital Seat Media’s control, and Digital Seat Media is not responsible for their content or performance.
Contact Information. The Program is operated by Digital Seat Media LLC: 916 Bryan Avenue, #204, Fort Worth, TX 76104. You may contact us by sending correspondence to that address or by emailing us at email@example.com. You can access a copy of these Terms online at https://digitalseat.com/legal-policy