Last updated: January 1, 2019

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Content Summary: The Driver Agreement explains the relationship between ADROIT and any Driver who uses its mobile application.
 

AGREEMENT BETWEEN ADROIT ADVANCED TECHNOLOGIES INC. AND DRIVER FOR

USE OF ADROIT MOBILE APPLICATION

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This Agreement Between Adroit Advanced Technologies Inc. and Driver For Use of Adroit

Mobile Application (this “Agreement”) constitutes a binding agreement between you, an independent professional (“you”) and Adroit Advanced Technologies Inc. (“Adroit” “us” or “we”) governing your use of Adroit’s mobile application to provide freelance driving services as an independent contractor to third party entities and individuals. You hereby agree: (a) to comply with this Agreement; and (b) that you have read, understand, and agree to the Adroit Terms of Service located at https://www.goadroit.com/terms-of-service (“Terms of Service”), which is incorporated into this Agreement by reference. If there is a conflict between this Agreement and the Terms of Service, then this Agreement will govern with respect to the conflicting terms only. Capitalized terms used but not defined in this Agreement have the meaning specified in the Terms of Service. The parties hereby agree as follows:
 

1. Independent Professional

Adroit is a mobile application that will connect you with entities and individuals (such as school districts, school bussing agencies, families, and non-profit organizations) who need to provide transportation for children to and from school (“Clients”). By signing this Agreement, you are acknowledging that you are an independent professional who wishes to obtain access to Adroit’s mobile application for purposes of acting as a driver for these Clients who use the Adroit mobile application and that Adroit acts only as a platform on which you may match with Adroit Clients who need transportation assistance for their children.

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2. Account and Registration

In order for you to access Adroit’s mobile application as a driver, you must create an account with us and allow Adroit to conduct checks on certain aspects of your background. When you create an account on Adroit’s application, you may be required to provide us with some information about yourself (such as your name, a description of yourself and your vehicle, your business address, phone number, email address, and banking information for payments). You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password. You accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, you must immediately notify us at support@goadroit.com.

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3. Compensation

a. You will be paid on a weekly basis for all trips completed that week and based on the price of such trip identified in Adroit’s mobile application at the time you accept the trip. Your acceptance of a trip constitutes your agreement to be compensated for that trip at the price set forth in the mobile application. Except for “no-show” and “late canceled” trips, you will only be compensated for completed trips completed using the Adroit driver mobile application or after communicating with Adroit Care team in case of a technical problem. In the case of a no-show or late canceled trip, Adroit will pay you half of the full trip price. A passenger will be considered a “no-show” if you wait for three minutes or more for the rider at the designated pick-up spot and the passenger does not arrive. A trip will be considered to be a “late canceled” trip if the Adroit team notifies you that the trip has been canceled less than two hours before the confirmed pick up time. If you fail to complete a trip in the mobile application and Adroit’s ride monitor team needed to confirm that the trip was completed, you agree and  acknowledge that Adroit will deduct ten dollars ($10.00) from the price of that trip at the time you accepted it.

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b. Adroit will not reimburse you for any expenses incurred in connection with providing transportation services to Adroit users. You are solely responsible for all costs incurred by accessing our mobile application and providing trips to our Clients (including, without limitation, the upkeep of your vehicle and any fees or fines incurred during the course of a trip), except that Adroit may, in its sole discretion, reimburse you for tolls. You further acknowledge and agree that you will be solely responsible for any damage to your vehicle incurred while providing transportation services to Adroit users or otherwise performing services under this Agreement or for Adroit Clients, including any damage to your vehicle caused by a passenger during a trip.

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c. Adroit may change these payment terms, at any time, in Adroit’s sole discretion, by providing you at least twenty-four (24) hours prior written notice through either the Adroit mobile application, phone, email, or text message. You will still be compensated for all trips completed prior to any amendment to Adroit’s payment terms under the terms applicable at the time such trip was completed.

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d. Your compensation pursuant to this Agreement is subject to deduction and modification if you fail to complete trips using Adroit’s mobile application and the Adroit team is required to contact you to confirm that the trip was completed.

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4. Interactions with Adroit Clients and Passengers

Any interactions or disputes between you and an Adroit Client or passenger are solely between you and such Client or passenger. You acknowledge and agree that Adroit shall have no liability, obligation, or responsibility for any such interaction or dispute.

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5. Relationship

a. You agree and acknowledge that you will be engaged by our Clients as an independent contractor. Nothing contained herein shall be deemed or construed to create an employment relationship, partnership, or joint venture between you and Adroit or between you and Adroit’s Clients.

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b. Neither party shall acquire by virtue of this Agreement any right, capacity or power to act as an agent for the other or to bind the other to any other person, firm or corporation, except as necessary to carry out the purpose and intent of this Agreement and then only pursuant to a signed, written agreement between the parties.

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c. Should the relationship between you and Adroit be found to constitute an employment relationship, you agree to indemnify Adroit and its respective directors, officers, employees, and agents for the amount of any employer contributions, withholdings, termination or severance pay, or any other applicable amounts or penalties under applicable state or federal law arising from the finding that such employment relationship existed. You agree to hold Adroit harmless for any and all such payments and any fines, interest, or penalties arising from non-payment or failure to withhold.

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d. You agree and acknowledge that you are obligated to report as income all compensation received by you from Adroit arising out of or related to your services provided to Adroit Clients through Adroit’s mobile application. You further agree to pay all self-employment and other taxes on such income as may be required by applicable state or federal law.

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6. Representation and Warranties

You represent and warrant to Adroit that (a) you are at least twenty-one (21) years of age, (b) you have a valid driver’s license and will maintain a valid driver’s license at all times during which you are performing services for Adroit Clients, (c) you own or lease a motor vehicle for which you have any and all necessary licenses, registrations, permits, and/or certifications, (d) such vehicle (i) is no more than twelve (12) years old at any given time you provide services to Adroit Clients, (ii) has passed a nineteen-point inspection and any additional necessary inspections at any given time you provide services to Adroit Clients, and (iii) has no more than minor cosmetic damage (i.e. a small scrape or chip) at any given time you provide services to Adroit Clients, (d) you must possess and maintain insurance in all types of coverage and amounts required by applicable law to provide the transportation services to Adroit Clients, (e) you have provided Adroit with valid copies of all documents necessary to legally operate the motor vehicle you use to provide services to Adroit Clients and will provide Adroit immediately will updated copies of the same upon expiration or any changes, (f) you are in compliance with Adroit’s Internal Driver Safety Policy and will operate your vehicle in accordance with such policy at all times, (g) you have no more than one (1) point on your license in the past three (3) years or in any subsequent three (3) year period while providing services to Adroit Clients, (h) you have not been convicted of or pleaded guilty to a DUI, drug-related moving violation, or any other driving-related felony, (i) you have not been adjudged to have been at-fault in any accident in the past three (3) years, and (j) you have completed and will maintain any training required by applicable law.

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7. Indemnification

You will indemnify and hold Adroit and its respective directors, officers, and employees harmless from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses (including reasonable legal fees) arising out of or resulting from (a) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from your performance of services for Adroit Clients, (b) your breach of any representation or warranty in this Agreement, (c) any negligent, reckless or intentionally wrongful act by you arising from your performance of services for Adroit Clients, (d) a determination by a court or agency that the you are not an independent contractor, or (e) any claim by an Adroit Client arising from or related to your services for such Client.

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8. Term and Termination

This Agreement will be effective the moment you submit your application and every time you sign in to use any of the Adroit applications, and will remain in effect until terminated as set forth in this Section. You or Adroit may terminate this Agreement by deleting your account on Adroit’s mobile application, with or without notice. Sections 1, 5-7, and 9-12 will survive termination of this Agreement in accordance with their terms.

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9. Assignment

You may not assign this Agreement without Adroit’s prior, written consent. Adroit may assign its rights and obligations under this Agreement at any time.

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10. Confidential Information

You acknowledge that in the course of performing services for Adroit Clients you may acquire knowledge or information of Adroit that is confidential, including, without limitation, information concerning Adroit’s business and marketing practices, finances and sales, past, present or prospective customers and suppliers, and information about Adroit’s Clients (the “Confidential Information”). You agree not to make use of or divulge any Confidential Information during the term of this Agreement or at any time following termination of this Agreement under any circumstances whatsoever, except as expressly required by law and/or permitted by Adroit in writing. This Section does not apply to information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by Adroit; (b) becomes publicly known and made generally available after disclosure by Adroit to you through no action or inaction on your part, (c) is already in your possession at the time of disclosure, as shown by your files and records; or (d) is obtained by you from a third party without a breach of the third party’s obligations of confidentiality.

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11. Dispute Resolution

a. Generally. In the interest of resolving disputes between you and Adroit in the most expedient and cost effective manner, you and Adroit agree that any dispute arising out of or in any way related to this Agreement or your provision of services to Adroit Clients will be resolved by binding arbitration under the Federal Arbitration Act (the “FAA”). 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 in any way related to this Agreement or your provision of services to Adroit Clients, 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 this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND ADROIT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION. YOU FURTHER UNDERSTAND THAT THESE DISPUTE RESOLUTION TERMS WILL APPLY TO YOU AND ADROIT UNLESS YOU CHOOSE TO OPT OUT PURSUANT TO SECTION 11.J. BELOW.

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Whether to agree to arbitration is an important business decision. It is your decision to make, and you should not rely solely on the information provided in this Agreement as it is not intended to contain a complete explanation of the consequences of arbitration. You should take further steps to conduct research and to consult with others, including, but not limited to, an attorney, regarding the consequences of your decision, just as you would when making any other important business or life decision.

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b. Exceptions. Despite the provisions of the Section 11.a. directly above, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) bring a claim pursuant to the California Private Attorneys General Act of 2004, California Labor Code § 2698 et seq.; or (iii) seek injunctive relief in a court of law.

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c. Arbitrator. Any arbitration between you and Adroit will be governed by the substantive and procedural rules of the FAA, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. 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 Adroit. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

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d. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail or electronic mail within the applicable statute of limitations period (“Notice”). Adroit’s address for Notice is: 1625 El Camino Real, Suite 4, Belmont, California 94002 or support@goadroit.com. The Notice 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 thirty (30) days after the Notice is received, you or Adroit may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Adroit must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

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e. Fees. If you commence arbitration in accordance with this Agreement, Adroit will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, 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 San Mateo County, California, but if the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) 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 Rule 11(b) of the Federal Rules of Civil Procedure), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Adroit 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 fourteen (14) days of the arbitrator’s ruling on the merits.

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f. No Class Actions. YOU AND ADROIT 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 (OTHER THAN ACTIONS UNDER THE CALIFORNIA PRIVATE ATTORNEYS GENERAL ACT OF 2004, CALIFORNIA LABOR CODE § 2698 ET SEQ. WHICH ARE NOT WAIVED BY THIS SECTION 11). Further, unless both you and Adroit 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.

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g. Modifications to this Arbitration Provision. If Adroit makes any future change to this arbitration provision, other than a change to Adroit’s address for Notice, you may reject the change by sending us written notice within thirty (30) days of the change to Adroit’s address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Adroit. If you do not send such written notice, your continued use of Adroit’s mobile application following any such change means that you have consented to such change.

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h. Enforceability. If Section 11.f. above is found to be unenforceable or if the entirety of this Section 11 is found to be unenforceable, then the entirety of this Section 11 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described directly below will govern any action arising out of or related to this Agreement or your provision of services to Adroit Clients.

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i. Choice of Law; Venue. This Agreement shall be governed and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and for any lawsuit or court proceeding permitted under this Agreement, you and Adroit agree to submit to the personal and exclusive jurisdiction and venue of the courts located within San Mateo County, California.

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j. Opt Out. Arbitration is not a mandatory condition of this Agreement. If you do not want to be subject to this Section 11, you may opt out of the dispute resolution procedure by notifying Adroit in writing of your decision, either by sending, within thirty (30) days of the date you receive this Agreement or by sending a letter by U.S. Mail, or by any nationally recognized delivery service (e.g, UPS, Federal Express, etc.). In order to be effective, the letter under option (ii) must clearly indicate your intent to opt out of this dispute resolution procedure, and must be dated and signed by you. If hand delivered, the signed letter must be received within thirty (30) days of your receipt of this Agreement. If sent my mail, the letter must be post-marked with a date less than thirty (30) days from the date you receive this Agreement. Should you choose not to opt out of the dispute resolution procedure described in this Section 11 within the 30-day period, you agree to be bound by the terms of this Section 11. You have the right to consult with counsel of your choice concerning this Section 11. You understand that you will not be subject to retaliation if you exercise your right to opt out of coverage under this Section 11.

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k. Acknowledgements. You acknowledge and agree that you are executing this Agreement voluntarily and without any duress or undue influence by us. You further acknowledge and agree that you have carefully read this Agreement (including the terms of this Section 11) and that you have asked any questions needed for you to understand the effect of the provisions herein and fully understand that YOU ARE WAIVING THE RIGHT TO A JURY TRIAL. You agree that any decision about opting out of this Agreement under Section 11.j. is made knowingly and voluntarily and without any influence or duress from Adroit.

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12. Miscellaneous. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions will be enforced to the fullest extent under law. Adroit’s failure to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by Adroit in writing. This Agreement, with the Terms of Service, comprises the entire agreement between you and Adroit and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and Adroit regarding the subject matter contained in this Agreement. No amendment to any term of this Agreement is valid unless set forth in a writing duly executed by you and a duly authorized officer of Adroit.

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13. Governing Law. This Agreement will be governed by the laws of the State of California.

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You agree to this agreement by submitting an application to driver for Adroit or by signing into any of its services.