This Agreement constitutes a legal agreement between you, an individual (“You”) and Dylyver Technologies Limited (“Dylyver”).
Dylyver provides lead generation services to independent third-party providers of rideshare or peer-to-peer passenger transportation services (“Drivers”) using the Dylyver Services. The Dylyver Services enable an authorized Driver to seek, receive and complete requests for transportation services from an authorized user of Dylyver’s mobile applications. You acknowledge and agree that Dylyver is a technology services provider that does not provide transportation services.
In order to use the Dylyver Services, you must agree to the terms and conditions that are set forth below. Upon your execution of this Agreement, You and Dylyver shall be bound by the terms and conditions set forth herein.
Provision of Transportation Services
When the Drive App is active, User requests for Transportation Services may appear to you via the Drive App if you are online and in the vicinity of the User. If you accept a User’s request for Transportation Services, the Dylyver Services will provide you with certain User Information via the Drive App, including the User’s name, User’s picture, User’s rating, number of people travelling, payment method, pickup location and destination. In order to enhance User satisfaction with the Drive App and your Transportation Services, it is recommended that you wait at least 10 minutes for a User to show up at the requested pick-up location after your arrival to that location. You acknowledge and agree that once you have accepted a User’s request for Transportation Services, Dylyver’s Drive App may provide certain information about you to the User, including your first name, contact information, photo and location, and your Vehicle’s make, picture and license plate number. You shall not contact any Users or use any User’s personal data for any reason other than for the purposes of fulfilling Transportation Services. You acknowledge and agree that: (1) you shall be solely responsible for determining the most effective, efficient and safe manner to perform each instance of Transportation Services; and (2) except for the Dylyver Services you shall provide all necessary equipment, tools and other materials, at your own expense, necessary to perform Transportation Services. You understand and agree that where applicable you have a legal obligation to transport Users with Service Animals, including guide dogs for the blind and visually impaired Users, and there is no exception to this obligation for allergies or religious objections. Your knowing failure to transport a User with a Service Animal shall constitute a material breach of this Agreement.
Your Relationship with Users
You acknowledge and agree that your provision of Transportation Services to Users creates a direct business relationship between you and the User. Dylyver is not responsible or liable for the actions or inactions of a User in relation to you, your activities or your Vehicle. You shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from your provision of Transportation Services. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper regarding any acts or omissions of a User or third party. You acknowledge and agree that Dylyver may release your contact and/or insurance information to a User upon such User’s reasonable request. You acknowledge and agree that, unless specifically consented to by a User, you may not transport or allow inside your Vehicle individuals other than a User and any individuals authorized by such User, during the performance of Transportation Services for such User. You acknowledge and agree that all Users should be transported directly to their specified destination, as directed by the applicable User, without unauthorized interruption or unauthorized stops.
By using Dylyver Drive App you shall constitute your consent that you acknowledge and accept the User General Term and Conditions.
Your Relationship with Dylyver
You acknowledge and agree that your usage of Dylyver Drive App and the Dylyver Services creates a direct business relationship between Dylyver and you. Dylyver does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including your provision of Transportation Services, your acts or omissions, or your operation and maintenance of your Vehicle. You retain the sole right to determine when, where, and for how long you will utilize the Drive App or the Dylyver Services. You retain the option, via the Drive App, to attempt to accept or to decline or ignore a User’s request for Transportation Services via the Dylyver Services, or to cancel an accepted request for Transportation Services via the Drive App, subject to Dylyver’s then-current cancellation policies. With the exception of any signage required by local law or permit/license requirements, Dylyver shall have no right to require you to: (1) display Dylyver’s or any of its Affiliates’ names, logos or colors on your Vehicle(s); (2) wear a uniform or any other clothing displaying Dylyver’s or any of its Affiliates’ names, logos or colors. You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities.
Dylyver retains the right to deactivate or otherwise restrict you from accessing or using the Drive App or the Dylyver Services in the event of a violation or alleged violation of this Agreement, your disparagement of Dylyver or any of its Affiliates, your act or omission that causes harm to Dylyver’s or its Affiliates’ brand, reputation or business as determined by Dylyver in its sole discretion. Dylyver reserves the right to deactivate your Driver status if you have not fulfilled a request for Transportation Services using the Drive App at least once a month.
You acknowledge and agree that after receiving Transportation Services User will be prompted by the Drive App to provide a rating of you and your Transportation Services and at the same time after providing Transportation Services, you will be prompted by the Drive App to provide a rating of the User.
You acknowledge that Dylyver desires that Users have access to high-quality services via the Drive App. In order to continue to receive access to the Drive App and the Dylyver Services, you must maintain an average rating by Users that exceeds the minimum average acceptable rating established by Dylyver, as may be updated from time to time by Dylyver in its sole discretion. Your average rating is intended to reflect Users’ satisfaction with your Transportation Services rather than your compliance with any of Dylyver’s policies or recommendations. In the event your average rating falls below the Minimum Average Rating, Dylyver will notify you and may provide you, in Dylyver’s discretion, a limited period of time to raise your average rating above the Minimum Average Rating. If you do not increase your average rating above the Minimum Average Rating within the time period allowed, Dylyver reserves the right to deactivate your access to the Drive App and the Dylyver Services. Additionally, you acknowledge that your repeated failure to accept User requests for Transportation Services while you are logged in to the Drive App creates a negative experience for Users of Dylyver’s mobile application. If you do not wish to accept User requests for Transportation Services for a period of time, you should go offline on the Drive App.
Dylyver and its Affiliates reserve the right to use, share and display your and User ratings and comments in any manner in connection with the business of Dylyver and its Affiliates without attribution to you or your approval. You acknowledge and agree that Dylyver and its Affiliates are distributors (without any obligation to verify) and not publishers of your and User ratings and comments, provided that Dylyver and its Affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws or Dylyver’s or its Affiliates’ content policies.
You need to use your own device in providing Transportation Services. When you use Your Devices you are responsible for the acquisition, cost and maintenance of Your Devices as well as any necessary wireless data plan. Dylyver hereby grants you a personal, non-exclusive, non-transferable license to install and use the Drive App on Your Device for the purpose of providing Transportation Services. You agree to not provide, distribute or share, or enable the provision, distribution or sharing of, the Drive App (or any data associated therewith) with any third party. You agree that: (1) use of the Drive App on Your Device requires an active data plan with a wireless carrier associated with Your Device, which data plan will be provided by you at your own expense; and (2) use of the Drive App on Your Device as an interface with the Dylyver Services may consume large amounts of data through the data plan. Dylyver advises that your device only be used under a data plan with unlimited or very high data usage limits, and Dylyver shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan.
Location Based Services
You acknowledge and agree that your geo-location information must be provided to the Dylyver Services via a Device in order to provide Transportation Services. You acknowledge and agree that your geo-location information may be obtained by the Dylyver Services while the Drive App is running and the approximate location of your Vehicle will be displayed to the User before and during the provision of Transportation Services to such User. In addition, Dylyver and its Affiliates may monitor, track and share with third parties your geo-location information obtained by the Drive App and Device for safety and security purposes.
You acknowledge and agree that you possess and maintain a valid driver's license with the appropriate level of certification to operate your Vehicle and all licenses, permits, approvals and authority applicable to you that are necessary to provide passenger transportation services to third parties in the Territory. You also acknowledge that you possess the appropriate level of expertise and experience to provide Transportation Services in a professional manner with due skill, care and diligence and you will provide and maintain high standards of professionalism, service and courtesy.
You acknowledge and agree that you may be subject to certain background and driving record checks from time to time in order to qualify to provide, and remain eligible to provide, Transportation Services. You acknowledge and agree that Dylyver reserves the right, at any time in Dylyver’s sole discretion, to deactivate or otherwise restrict you from accessing or using the Drive App or the Dylyver Services if you fail to meet the requirements set forth in this Agreement.
Dylyver Drive App is available to Drivers in multiple countries, which form a part of the Territory, and you acknowledge and agree to meet with the local legal requirements and other regulations in each country where you will Drive and use Dylyver Services.
You acknowledge and agree that your Vehicle shall at all times be: (1) properly registered and licensed to operate as a passenger transportation vehicle; (2) owned or leased by you, or otherwise in your lawful possession; (3) suitable for performing the passenger transportation services contemplated by this Agreement; and (4) maintained in good operating condition, consistent with industry safety and maintenance standards for a Vehicle of its kind and any additional standards or requirements in the applicable Territory, and in a clean and sanitary condition.
Dylyver reserves the right to choose and change the types, categories, models and makes of vehicles that you can have to provide transportation services using Dylyver Drive App. You will be displayed the then current permitted vehicle list on the driver registration page.
To ensure your compliance with all requirements above, you must provide Dylyver with copies of all such licenses, permits, approvals, authority, registrations and certifications prior to your provision of any Transportation Services. Thereafter, you must submit to Dylyver written evidence of all such licenses, permits, approvals, authority, registrations and certifications as they are renewed. Dylyver shall, upon request, be entitled to review such licenses, permits, approvals, authority, registrations and certifications from time to time, and your failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement. Dylyver reserves the right to independently verify your documentation from time to time in any way Dylyver deems appropriate in its reasonable discretion.
Fare Calculation and Your Payment
You are entitled to charge a fare for each instance of completed Transportation Services provided to a User that are obtained via the Dylyver Services, where such Fare is calculated based upon a base fare amount plus distance (as determined by Dylyver using location-based services enabled through the Device) and time amounts. You acknowledge and agree that this Fare is the only payment you will receive in connection with the provision of Transportation Services, and that Fare does not include any gratuity.
You are also entitled to charge User for any tolls or fees incurred during the provision of Transportation Services, if applicable. Where applicable, at the beginning of each instance of transportation service you shall ask User of the Transportation Service if the User wants to take route, where tolls will apply or if wants to take alternative routes. If a User chooses the route, where Tolls apply please collect the Toll amount that you paid during the provision of Transportation Service from the User directly at the end of the trip.
The Fare amounts vary by country. The Fare is calculated based on the starting country’s base fare amount and it is irrespectively of the destination country’s base fare amount.
Changes to Fare
Dylyver reserves the right to change the Fare at any time in Dylyver’s discretion based upon local market factors, and Dylyver will provide you with notice in the event of changes to the base fare, per mile, and per minute amounts. Continued use of the Dylyver Services after any such change in the Fare shall constitute your consent to such change.
Dylyver reserves the right to: adjust the Fare for a particular instance of Transportation Services (e.g., you took an inefficient route, you failed to properly end a particular instance of Transportation Services in the Drive App, technical error in the Dylyver Services, etc.); or cancel the Fare for a particular instance of Transportation Services (e.g., User is charged for Transportation Services that were not provided, in the event of a User complaint, fraud, etc.). Dylyver’s decision to reduce or cancel the Fare in any such manner shall be exercised in a reasonable manner.
In consideration of Dylyver’s provision of the Drive App and the Dylyver Services for your use and benefit hereunder, you agree to pay Dylyver a service fee on a per Transportation Services transaction basis calculated as a percentage of the Fare, as provided to you via email or otherwise made available electronically by Dylyver from time to time for the applicable Territory. In the event regulations applicable to your Territory require taxes to be calculated on the Fare, Dylyver shall calculate the Service Fee based on the Fare net of such taxes. Service Fee is 25% and Dylyver reserves the right to change the Service Fee at any time in Dylyver’s discretion based upon local market factors, and Dylyver will provide you with notice in the event of such change. Continued use of the Dylyver Services after any such change shall constitute your consent to such change.
You acknowledge and agree that Users may elect to cancel requests for Transportation Services that have been accepted by you via the Drive App at any time prior to your arrival. In the event that a User cancels an accepted request for Transportation Services, Dylyver may charge the User a cancellation fee on your behalf. If charged, this cancellation fee shall be deemed the Fare for the cancelled Transportation Services for the purpose of remittance to you hereunder. You agree to pay Dylyver Service fee on a per cancellation of the Transportation Service calculated as a percentage of the Cancellation charge.
As part of the Dylyver Services, Dylyver provides you a system for the delivery of receipts to Users for Transportation Services rendered. Upon your completion of Transportation Services for a User, Dylyver prepares an applicable receipt and issues such receipt to the User via email on your behalf. Such receipts are also provided to you via email or your personal account or Drive app available to you through the Dylyver Services. Receipts include the breakdown of amounts charged to the User for Transportation Services and may include specific information about you, including your name, your User ID, contact information and photo, as well as a map of the route you took.
No Additional Amounts
You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, Dylyver and its Affiliates may seek to attract new Users to Dylyver and to increase existing Users’ use of Drive App. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement unless you have signed up to participate in Dylyver Market marketing program, where Dylyver Market Terms & Conditions will apply.
You acknowledge and agree that you are required to complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of Transportation Services as required by applicable law. You further acknowledge and agree that you are responsible for taxes on your own income arising from the performance of Transportation Services.
By registering as a Driver in the Dylyver Drive app you acknowledge and agree with the Dylyver Payments policy, which includes available payment methods for the Users, the concerning settlements and disbursements methods of all fees as defined in this General Terms and Conditions.
Primarily the payments from Users will be made by credit or debit cards which are issued worldwide by known and reliable credit card issuers. Dylyver shall block the amount of the Fare and other determined fees on the User’s credit card when the Transportation service has started. The Fare shall be withdrawn from Users chosen credit card by the end of the Transportation Service. Dylyver shall withdraw the Services fee from the Fare by the end of the Trasportation Service, and will make the remaining amount available to the Driver. These amounts shall be quoted in the Driver’s wallet. Dylyver informs the Driver about the final amount they are entitled to and transfers it to their wallets.
Dylyver provides an option for Users to pay Drivers in cash. Dylyver reserves the right to specify the conditions of cash payment, these conditions can be changed time to time, and country to country. Amount of the fare includes Dylyver Service fee that is why after every instance of cash-payment Dylyver shall be entitled to withdraw the Service fee from the Driver credit card or Dylyver wallet balance.
Dylyver does not pay or transfer automatically any fees from Driver’s wallets to their bank accounts. Driver can withdraw all or part of their wallets balance to their bank accounts at any point in time by submitting a request to Dylyver.
Stripe provides payment gateway services in all countries globally. Payment processing of Stripe will be subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a Driver on Drive App, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Drive App enabling payment processing services through Stripe, you agree to provide Dylyver accurate and complete information about you and you authorize Dylyver to share it and transact information related to your use of the payment processing services provided by https://stripe.com/.
Hyperwallet provides all payout services in all countries globally. Payout processing of Hyperwallet will be subject to the Hyperwallet Payment Agreement, which includes the Hyperwallet Terms of Service (collectively, the “Hyperwallet Services Agreement”). By agreeing to these terms or continuing to operate as a Driver on Drive App, you agree to be bound by the Hyperwallet Services Agreement, as the same may be modified by Hyperwallet from time to time. As a condition of Drive App enabling payment processing services through Hyperwallet, you agree to provide Dylyver and Hyperwallet accurate and complete information about you and you authorize Dylyver to share it and transact information related to your use of the payment processing services provided by https://hyperwallet.com/.
Dylyver undertakes to fulfill the payment to the Driver in 7 days after the confirmation of the withdrawal from the wallet. Dylyver does not take responsibility of any bank charges or fees.
Dylyver does not take responsibility for any fault resulted from wrong account number, false data, deficiency, transfer or credit delay. Dylyver does also not takes responsibility if the Driver does not take under their control the access to the Driver App.
Subject to the terms and conditions of this Agreement, Dylyver hereby grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use the Dylyver Services for providing Transportation Services to Users and tracking resulting Fares and Fees. All rights not expressly granted to you are reserved by Dylyver, its Affiliates and their respective licensors.
You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Dylyver Services or Drive App in any way; (b) modify or make derivative works based upon the Dylyver Services or Drive App; (c) improperly use the Dylyver Services or Drive App, including creating Internet “links” to any part of the Dylyver Services or Drive App, “framing” or “mirroring” any part of the Dylyver Services or Drive App on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Dylyver Services or Drive App; (d) reverse engineer, decompile, modify, or disassemble the Dylyver Services or Drive App; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, you shall not, and shall not allow any other party to, access or use the Dylyver Services or Drive App to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Dylyver Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Dylyver Services; or (iv) attempt to gain unauthorized access to the Dylyver Services or its related systems or networks.
The Dylyver Services, Drive App and Company Data, including all intellectual property rights therein shall remain (as between you and Dylyver) the property of Dylyver. Neither this Agreement nor your use of the Dylyver Services, Drive App or Company Data conveys or grants to you any rights in or related to the Dylyver Services, Drive App or Company Data, except for the limited license granted above. Other than as specifically permitted by Dylyver in connection with the Dylyver Services, you are not permitted to use or reference in any manner Dylyver’s, or its Affiliates’ company names, logos, products and service names, trademarks, service marks, trade dress, copyrights or other indicia of ownership, alone and in combination with other letters, punctuation, words, symbols and/or designs (the "Dylyver Assets") for any commercial purposes. You agree that you will not try to register or otherwise use and/or claim ownership in any of the Dylyver Assets, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services.
Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party. Confidential Information includes Company Data, User Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.
Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers as necessary to perform under this Agreement, provided this entities are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Dylyver, its internal record-keeping requirements).
Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.
Disclosure of Your Information
Subject to applicable law, Dylyver and its Affiliates may, but shall not be required to, provide to you, a User, an insurance company and/or relevant authorities and/or regulatory agencies any information (including personal information (e.g., information obtained about you through any background check) and any Company Data) about you or any Transportation Services provided hereunder if: (a) there is a complaint, dispute or conflict, including an accident, between you and a User; (b) it is necessary to enforce the terms of this Agreement; (c) it is required, in Dylyver’s or any Affiliate’s sole discretion, by applicable law or regulatory requirements (e.g., Dylyver or its Affiliates receive a subpoena, warrant, or other legal process for information); (d) it is necessary, in Dylyver’s or any Affiliate’s sole discretion, to (1) protect the safety, rights, property or security of Dylyver or its Affiliates, the Dylyver Services or any third party; (2) to protect the safety of the public for any reason including the facilitation of insurance claims related to the Dylyver Services; (3) to detect, prevent or otherwise address fraud, security or technical issues; (4) to prevent or stop activity which Dylyver or any of its Affiliates, in their sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity); or (e) it is required or necessary, in Dylyver’s or any Affiliate’s sole discretion, for insurance or other purposes related to your ability to qualify, or remain qualified, to use Dylyver Services. You understand that Dylyver may retain your personal data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated.
Dylyver, its Affiliates and partners may collect your personal data during the course of your application for, and use of, the Dylyver Services, or may obtain information about you from third parties. Such information may be stored, processed, transferred, and accessed by Dylyver, its Affiliates, its partners, third parties, and service providers for business purposes, including for marketing, lead generation, service development and improvement, analytics, industry and market research, and such other purposes consistent with Dylyver’s and its Affiliates’ legitimate business needs. You expressly consent to such use of personal data.
You agree to maintain during the term of this Agreement on all Vehicles operated by you under this Agreement automobile liability insurance that provides protection against bodily injury and property damage to third parties at levels of coverage that satisfy the minimum requirements to operate a private passenger vehicle on the public roads within your Territory. This coverage must also include any no-fault coverage required by law in the Territory that may not be waived by an insured. You agree to provide Dylyver and its Affiliates a copy of the insurance policy, policy declarations, proof of insurance identification card and proof of premium payment for the insurance policy upon request. Furthermore, you must provide Dylyver with written notice of cancellation of any insurance policy required by Dylyver. Dylyver shall have no right to control your selection or maintenance of your policy. You must be a named insured or individually rated driver, for which a premium is charged, on the insurance policy at all times.
You agree to maintain during the term of this Agreement workers’ compensation insurance as required by all applicable laws in the Territory. If permitted by applicable law, you may choose to insure yourself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance. Furthermore, if permitted by applicable law, you may choose not to insure yourself against industrial injuries at all, but do so at your own risk.
You understand and acknowledge that your personal automobile insurance policy may not afford liability, comprehensive, collision, medical payments, personal injury protection, uninsured motorist, underinsured motorist, or other coverage for the Transportation Services you provide pursuant to this Agreement. If you have any questions or concerns about the scope or applicability of your own insurance coverage, it is your responsibility, not that of Dylyver, to resolve them with your insurer(s).
You are required to promptly notify Dylyver of any accidents that occur while providing Transportation Services and to cooperate and provide all necessary information related thereto.
You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement; and (c) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide (i) Transportation Services using the Vehicles pursuant to this Agreement, and (ii) passenger transportation services to third parties in the Territory generally.
Disclaimer of Warranties
Dylyver and its affiliates provide, and you accept, the Dylyver Services and Drive App on an “As is” and “as available” basis. Dylyver and its affiliates do not represent, warrant or guarantee that your access to or use of the Dylyver Services or Drive App: (a) will be uninterrupted or error free; or (b) will result in any request for transportation services. Dylyver and its affiliates function as an on-demand lead generation and related service only and make no representation, warranties or guarantees as to the actions or inactions of the users who may request or receive transportation services from you, and Dylyver and its affiliates do not screen or otherwise evaluate users. By using the Dylyver Services and Drive App, you acknowledge and agree that you may be introduced to a third party that may pose harm or risk to you or other third parties. You are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the Dylyver Services or Drive App. Notwithstanding Dylyver’s appointment as the limited payment collection agent of you for the purpose of accepting payment from users on your behalf as set forth in Payments above, Dylyver and its affiliates expressly disclaim all liability for any act or omission of you, any user or other third party.
No Service Guarantee
Dylyver and its affiliates do not guarantee the availability or uptime of the Dylyver Services or Drive App. You acknowledge and agree that the Dylyver Services or Drive App may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the Dylyver Services or Drive App may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and Dylyver and its affiliates are not responsible for any delays, delivery failures or other damages, liabilities or losses resulting from such problems.
You shall indemnify, defend (at Dylyver’s option) and hold harmless Dylyver and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) your breach of your representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to your provision of Transportation Services or use of the Dylyver Services. This indemnification provision shall not apply to your breach of any representations regarding your status as an independent contractor.
Limits of Liability
Dylyver 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: (i) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or (ii) your or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage.
This Agreement shall commence on the date accepted by you and shall continue until terminated as set forth herein.
Either party may terminate this Agreement: (a) without cause at any time upon seven (7) days prior written notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Dylyver may terminate this Agreement or deactivate your Account immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of Dylyver and its Affiliates, to provide Transportation Services or to operate the Vehicle, or as otherwise set forth in this Agreement.
Effect of Termination.
Upon termination of the Agreement all outstanding payment obligations, the obligations of discretion and confidentiality shall survive the termination.
Relationship of the Parties
Except as otherwise expressly provided herein with respect to Dylyver acting as the limited payment collection agent solely for the purpose of collecting payment from Users on your behalf, the relationship between the parties under this Agreement is solely that of independent contracting parties. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship, between Dylyver and you; and (b) no joint venture, partnership, or agency relationship exists between Dylyver and you.
You have no authority to bind Dylyver or its Affiliates and you undertake not to hold yourself out as an employee, agent or authorized representative of Dylyver or its Affiliates. Where, by implication of mandatory law or otherwise, you may be deemed an agent or representative of Dylyver, you undertake and agree to indemnify, defend (at Dylyver’s option) and hold Dylyver and its Affiliates harmless from and against any claims by any person or entity based on such implied agency or representative relationship.
In the event Dylyver modifies the terms and conditions of this Agreement at any time, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Dylyver reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by using the Dylyver Services, or downloading, installing or using the Drive App, you are bound by any future amendments and additions to information referenced at hyperlinks herein, or documents incorporated herein. Continued use of the Dylyver Services or Drive App after any such changes shall constitute your consent to such changes.
Supplemental terms may apply to your use of the Dylyver Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time. You may be presented with certain supplemental terms from time to time. Supplemental terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental terms shall prevail over this Agreement in the event of a conflict.
If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.
Neither party shall assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party; provided that Dylyver may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent: (a) to an Affiliate; or (b) to an acquirer of all or substantially all of Dylyver’s business, equity or assets.
Any notice delivered by Dylyver to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you on the Dylyver Services. You are obligated to respond in reasonable time to the notifications, and provide necessary information to Dylyver if necessary. Any notice delivered by you to Dylyver under this Agreement will be delivered by contacting Dylyver at “Contact us” section of Dylyver website. Additional Territory-specific notices may be required from time to time.
This Agreement, including all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.
Any notice delivered by Dylyver to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you on the Dylyver Services. Any notice delivered by you to Dylyver under this Agreement will be delivered by contacting Dylyver at “Contact us” section of Dylyver website. Additional Territory-specific notices may be required from time to time.
Disputes, Choice of law and jurisdiction
If a dispute arises between you and Dylyver, we encourage you to first contact us directly to seek to resolve the matter by contacting us at email@example.com. Dylyver will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation. This Agreement between you and Dylyver shall be governed by and construed in accordance with the laws of New Zealand. You and Dylyver both agree to submit to the exclusive jurisdiction of the New Zealand Courts.