Terms of service.
This Agreement constitutes a legal agreement between you “User” or “You”) and Pet Lift Technologies, LLC, a Florida limited liability company (“Pet Lift” or “Vendor”).
Pet Lift is the developer of a mobile application and associated software (the “Software” as defined below) and the Pet Lift Services (as defined below). The mobile application and Software enables a person who has downloaded a copy of the Pet Lift App (as defined below) or uses the Pet Lift website and signed up as a user to request medical services or transportation services from transportation companies or medical providers who have executed this Agreement and have downloaded and are using the Driver App or Pet Lift website (as defined below).
Pet Lift does not provide transportation or medical services and is not a transportation carrier.
Our independent companies are in the business of providing transportation services or medical services, which business you are authorized to conduct in the state(s) and jurisdiction(s) in which you operate or a user of such services.
In order to use the Pet Lift Services and the associated Software, You must agree to the terms and conditions that are set out below. Upon Your electronic execution of this Agreement, You and Pet Lift shall be bound by the terms and conditions set forth herein.
1. DEFINITIONS
In addition to the terms defined elsewhere in this Agreement, the following definitions apply:
1.1 ‘“Affiliated Company” means a company that directly or indirectly is under control of or controls that relevant party, by having more than fifty percent (50%) of the voting stock or other ownership interest or the majority of the voting rights.
1.2 "App" means the software application developed, owned, controlled, managed, maintained, hosted, licensed and/or designed by Pet Lift (or its Affiliated Companies) to run on smartphones, tablet computers, website and/or other devices, through which the Pet Lift Service is made available.
1.3 “Change Notice” has the meaning as set out in Section 5.4 (Invoice Terms).
1.4 "City" means the state, city, municipality, place, region or territory in which the Driving Service shall be made available by the Transportation Company.
1.5 “Data” means all data with regard to or transmitted using the Device, the App, the Driver App, the Pet Lift Service or the Driver ID, or data relating to the User and/or the Ride.
1.6 "Device" means the relevant smartphone or such other device as made available by Pet Lift (in its sole discretion) to the Driver in order for the Driver to use and have (limited) access to the Pet Lift Service and to enable the Driver in providing the Driving or Medical Service to the Users.
1.7 "Driver" means the person who is a member, employee, contractor or business affiliate of, or otherwise retained by the Transportation or Medical Service Company and who shall render the Driving or Medical Service of whom the relevant contact details (including copy of the driver's license) are provided to Pet Lift.
1.8 “Driver Addendum” means the applicable terms and conditions that Transportation or Medical Service Company is required to enter into with all Drivers or Medical Service providers prior to allowing access to the Software and Pet Lift Services. The Driver Addendum is available at www.PetLift.app, and is specific to certain Pet Lift products and Driver’s location. Pet Lift may update the Driver Addendum from time to time at its sole discretion. By consenting to this agreement, You are consenting to the Driver Addendum.
1.9 “Driver App” means the software application developed, owned, controlled, managed, maintained, hosted, licensed and/or designed by Pet Lift (or its Affiliated Companies) to run on the Device.
1.10 “Driver ID” means the identification and password key allotted by Pet Lift to a Driver by which the Driver can access and use the Driver App and Device.
1.11 "Driving Service" means the transportation or medical service as provided, made available or rendered by the Transportation or Medical Service Company (through the Driver (as applicable) with the Vehicle) upon request of the User through the App.
1.12 "Fare" means the amount (including applicable taxes and fees) that the Transportation or Medical Service Company is entitled to charge the User for the Ride or Service, based on the recommended fares for the City as set out on http://www.PetLift.app or on the App.
1.13 “Fee” means the commission paid by the Transportation or Medical Service Company to Pet Lift for the Service.
1.14 "Intellectual Property Right" means any patent, copyright, invention, database right, design right, registered design, trademark, trade name, brand, logo, slogan, service mark, know-how, utility model, unregistered design or, where relevant, any application for any such right, know-how, trade or business name, domain name (under whatever extension, e.g. .com, .co, .nl, .fr, .eu, etc.) or other similar right or obligation whether registered or unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction anywhere in the world.
1.15 "Ride" means the transportation of the User by the Driver from the point of pick-up of the User until the point of drop-off of the User.
1.16 “Software” means Pet Lift’s mobile application and associated software, including but not limited to the website, App and Driver App.
1.17 "Toll Charges" means any and all road, bridge, ferry, tunnel and airport toll charges, including inner-city congestion, environmental or similar charges.
1.18 "Pet Lift Service" means the on-demand, lead-generation service through the App, SMS (text messaging), web based requests or such other platforms, communication media or channels as are from time to time operated and made available by or on behalf of Pet Lift that allow a User to request Driving Service from a Driver (who shall render the Driving Service on behalf of the Transportation Company) or Medical Service from a Medical Service Provider (who shall render the Medical Service on behalf of the Medical Service Company) as available to and accepted by the User. “Pet Lift Service” also includes Pet Lift’s arrangement for a third-party payment processor or mobile payment platform to process the Fare for a Ride or Medical Service requested via the App and distribution of the Fare (minus the Fee) to the Transportation or Medical Service Company.
1.19 "User" means a person who has signed up and is registered with Pet Lift for the use of the App and/or the Pet Lift Service.
1.20 “User Information” Information provided by Pet Lift to the Driver via the Driver App indicating the User’s name, the User’s pick-up location and photo of the User, if the User has elected to include a photo in the User’s profile with Pet Lift.
1.21 "Vehicle" means any motorized vehicle (whether powered by an internal combustion, hybrid or an electrical engine) that is in safe and clean condition and fit for passenger transportation as required by applicable laws and regulations and that has been accepted by Pet Lift and identified as the vehicle to be used by the Driver in the provision of the Driving Service.
1.22 “Website” means the Pet Lift website www.PetLift.app.
2. LICENSE GRANT
2.1 Use of and access to the Driver App
Pet Lift hereby grants Transportation Company and Medical Service Company a non-exclusive, non-transferable, right to use the Software and Pet Lift Service, subject to the terms and conditions of this Agreement for the sole purpose of providing and rendering the Driving and Medical Service in and/or from within the City to and for the benefit of the Users. All rights not expressly granted to you are reserved by Pet Lift and its licensors.
2.2 Restrictions.
Transportation or Medical Service Company may not use the Software and Pet Lift Service to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Software or Service or the data contained therein; or (v) attempt to gain unauthorized access to the Software or Service or its related systems or networks.
2.3 Unavailability. The Transportation or Medical Services Company acknowledges and agrees that the Software or the Pet Lift Service may, from time to time, be unavailable (e.g. due to scheduled maintenance or system upgrades) and that Pet Lift cannot, and does not, guarantee an specific or minimum availability of the Software or the Pet Lift Service.
2.4 Ownership. Pet Lift (and its Affiliated Companies and licensors, where applicable) shall own and have all rights (including Intellectual Property Rights) in and to the Device, the Software, the Pet Lift Service, the Driver ID and the Data. Insofar the Transportation or Medical Services Company and/or Driver may, by operation of applicable law or otherwise, obtain any rights (including Intellectual Property Rights) in relation thereto, these rights shall be and are hereby transferred (insofar permitted under the applicable law, in advance) to Pet Lift (rights obtained by any Driver should be transferred via the Transportation or Medical Services Company). Where a transfer may not be permissible under the applicable mandatory law, the Transportation or Medical Services Company hereby undertakes to grant and to procure from the Driver a grant to Pet Lift of a perpetual, exclusive (exclusive also with regard to Transportation Company or Medical Services Company and/or Driver), world-wide and transferable right and license under any such non-transferable rights.
3. OBLIGATIONS OF THE TRANSPORTATION COMPANY
3.1 Transportation and Medical Services Company shall have the sole responsibility for any obligations or liabilities to Drivers, Users or third parties that arise from its provision of the Driving or Medical Service.
3.2 By using the Pet Lift Services to receive and accept requests for transportation or medical services and by providing the Driving or Medical Service to the User, the Transportation or Medical Care Company accepts, agrees and acknowledges that a direct legal relationship is created and assumed solely between the Transportation or Medical Service Company and the User. Pet Lift shall not be responsible or liable for the actions, omissions and behavior of the User in or in relation to the activities of the Transportation or Medical Service Company, the Driver and the Vehicle.
3.3 The Transportation and Medical Service Company represents and undertakes to procure that the Driver shall comply with, adhere to and observe the terms and conditions set forth in this Agreement, the Driver Addendum, and all applicable laws, regulations, rules, statutes or ordinances governing or otherwise relating to the Driving or Medical Service. To the extent required, the Transportation or Medical Service Company hereby agrees and ensures that the rights, covenants, undertakings, representations and obligations of the Driver as set out in this Agreement shall apply to, and be assumed, accepted and taken over by the Driver. The Transportation or Medical Service Company shall provide copies of all executed Driver Addendums to Pet Lift upon Pet Lift’s request.
3.4 The Transportation or Medical Service Company acknowledges and agrees that it exercises sole control over the Driver and will comply with all applicable laws and regulations (including tax, social security and employment laws) governing or otherwise applicable to its relationship with the Driver. The Transportation or Medical Service Company is responsible for their own taxes and need to determine if they are subject to self-employment tax. Pet Lift will not withhold any state or federal taxes on behalf of The Transportation Company. Pet Lift does not and does not intend to exercise any control over the Driver’s (or the Transportation Company’s) actions or the operation or physical condition of the Vehicle (except as provided under the Agreement).
3.5 Transportation Company undertakes that it will, and that it will ensure that its Driver(s) will, safeguard, protect and keep the Driver ID at all times confidential and safely stored and shall not disclose it to any person other than those who need to have access to the Driver ID in order to render and/or provide the Driving Service.
3.6 Transportation or Medical Service Company undertakes that it will, and that it will ensure that its Driver(s) will, safeguard, protect and keep the User Information received from Pet Lift and the details of any Ride, at all times confidential and shall not disclose it to any person or store the information in any manner, except as required by law.
3.7 Transportation or Medical Service Company will immediately notify Pet Lift of any actual or suspected security breach or improper use of the Device, the Driver App, the Driver ID, the Data or of the User Information.
4. USE OF PET LIFT SERVICE AND SOFTWARE
4.1 Pet Lift will have the right, at all times and at Pet Lift's sole discretion, to reclaim, prohibit, suspend, limit or otherwise restrict the Transportation or Medical Service Company and/or the Driver from accessing or using the Driver App or the Device. Pet Lift may charge a fee for the use of the Device or request a retainer fee and/or a security deposit per Device.
4.2 Information provided to Users
4.2.1 Once the Driver has accepted a User’s request for transportation or medical service, Pet Lift will provide the User Information to the Driver via text, email or the Driver App, including the User’s location. The User shall inform the Driver of the destination. Transportation or Medical Service Company acknowledges and agrees that once the Driver has accepted a User’s request for transportation, Pet Lift may provide specific information to the User regarding the Transportation Medical Service Company and Driver in relation to the Driving or Medical Service, including but not limited to the Transportation or Medical Service Company’s name, Driver’s name, Driver’s photo, license number, geo-location and contact information.
4.2.2 The Transportation or Medical Service Company and its Drivers retain the sole right to determine when and for how long each of them will utilize the Software and Services to receive lead generation service. The Transportation or Medical Service Company and its Drivers also retain the option to accept or reject each request for transportation/medical service received via the Driver App. However, Transportation or Medical Service Company and Driver agree to utilize the App at least once a month to accept a request for transportation or medical service.
4.3 Driver and User Review.
4.3.1 Users who have used the Driving or Medical Service may be asked by Pet Lift to comment on the Driving/Medical Service and to provide a score for the Driving/Medical Service and the Driver. Pet Lift reserves the right to post these comments and scores on the App or the Website (or such other platforms as owned, managed, controlled or managed by Pet Lift) without reference to the Customer, Transportation or Medical Service Company or Driver. Pet Lift may also request the Transportation or Medical Service Company and/or the Driver to comment on and to provide a score for the User on the Driver App. Transportation or Medical Service Company will and will require that its Drivers will provide accurate and objective feedback that does not violate any applicable laws and regulations.
4.3.2 The Transportation or Medical Service Company acknowledges that Pet Lift is a distributor (without any obligation to verify) and not a publisher of these comments and scores. Pet Lift reserves the right to refuse, edit or remove unfavorable reviews in the event that such reviews include obscenities or mention an individual’s name or violate any privacy laws or any other applicable laws and regulations. Beyond the legal and regulatory requirements, Pet Lift shall not have and hereby disclaims any liability and responsibility for the content and consequences of (the publication or distribution of) any comments, scores or reviews howsoever or whatsoever.
4.3.3 The Transportation or Medical Service Company acknowledges that Pet Lift desires to provide users of its Software with the opportunity to connect with Transportation or Medical Service Companies that maintain the highest standards of professionalism. Transportation or Medical Services Company agrees that its Drivers will maintain high standards of professionalism and service, including but not limited to professional attire and maintaining an average Customer score set by Pet Lift based on feedback from users of its Software. Pet Lift utilizes a five-star rating system designed to allow the Users of its Software to provide feedback on the level of service provided by those transportation providers who accept requests for transportation received via the Service. Transportation or Medical Services Company understands that there is a minimum star-rating Drivers must maintain to continue receiving access to the Service and Software. In the event a Driver’s star-rating falls below the applicable minimum star-rating, Pet Lift will notify Transportation or Medical Services Company by email or other written means. In the event the star-rating (based on User feedback) has not increased above the minimum, Pet Lift may deactivate the Driver’s access to the Software and Service. Pet Lift reserves the right, at all times and at Pet Lift's sole discretion, to reclaim, prohibit, suspend, limit or otherwise restrict the Transportation or Medical Services Company and/or the Driver from accessing or using the Driver App or the Device if the Transportation or Medical Service Company or its Drivers fail to maintain the standards of appearance and service required by the users of the Pet Lift Software.
4.4 Disclosure of Information. In case of a complaint, dispute or conflict between the Transportation or Medical Services Company or the Driver on the one hand and the User on the other hand or in other appropriate instances where a legitimate reason for such disclosure exists (for example, receipt by Pet Lift of a subpoena or warrant requesting information), Pet Lift may, but shall not be required to – to the extent permitted by applicable laws and regulations – provide the User, Transportation or Medical Services Company, the Driver and/or the relevant authorities the relevant data (including personal data) of the Transportation or Medical Services Company or the Driver. Pet Lift may also disclose certain information of the Transportation or Medical Services Company or the Driver as set forth in this Agreement.
5. CALCULATION OF FARES AND FEES
5.1 Fares
5.1.1 The recommended pricing structure used in calculating the Fare for the Driving or Medical Service can be found at www.PetLift.app, or on the App or can at any time be communicated to the Transportation or Medical Services Company by Pet Lift.
5.1.2 As part of its Services provided to Transportation or Medical Services Company, Pet Lift will arrange for a third-party payment processor or mobile payment platform to process the Fare for a Ride requested via the App to the User designated credit card or mobile payment platform.
5.2 Fee
5.2.1 Transportation or Medical Services Company shall pay Pet Lift a Fee per Ride or Services, which shall be set by Pet Lift at Pet Lift’s sole discretion based upon local market factors and may be subject to change. The Fee is calculated as a percentage of each Fare. The Fare will be collected by Pet Lift for and on behalf of the Transportation or Medical Services Company. Transportation or Medical Services Company agrees and requests that Pet Lift deduct its Fee payable on all Fares earned by the Transportation or Medical Services Company and remit the remainder of the Fare to Transportation or Medical Services Company. The Fee is set forth in the City Addendum. The City Addendum may change from time to time. Transportation or Medical Services Company and Drivers can always view the most current City Addendum at http://www.PetLift.app and also will receive written notice in the event of a change in Fee percentage.
5.2.2 User must confirm address of service and confirm availability prior to appointment if requested by Pet Lift and is held responsible for no providing accurate contact information or agrees to forfeit their right to a refund for any missed appointment or service.
5.3 Invoicing and payment terms
5.3.1 Payment of the Fares to Transportation or Medical Services Company shall be made in accordance with the payment method as set forth in the Driver Addendum.
5.3.1.1 User verified that they give permission to Pet Lift to charge their payment method on file, i.e. credit card, for any additional cleaning fees, cancellations, unavailability or service related fees if deemed necessary by Pet Lift or the Transportation or Medical Services Company.
5.3.2 Pet Lift operates, and the Transportation Company accepts, a system for receipts being issued by Pet Lift for and on behalf of the Transportation or Medical Services Company to the User. The receipts, which are issued by Pet Lift for and on behalf of the Transportation or Medical Services Company to the User shall be sent in copy by email or made available online to the Transportation or Medical Services Company. The receipts may include specific information regarding the Transportation or Medical Services Company and Driver in relation to the Driving or Medical Service, including but not limited to the Transportation or Medical Service Company’s name, Driver’s name, Driver’s photo, license number, geo-location and contact information.
The Transportation or Medical Service Company represents that it will ensure that the Driver will notify Pet Lift of any corrections necessary to the receipt for a Ride or Medical Service within three (3) business days after each Ride or Medical Service. Unless Pet Lift receives timely notification (three (3) business days) of any correction needed, Pet Lift shall not be liable for any mistakes in the receipt or in any calculation of the Fares that are remitted to the Transportation or Medical Service Company pursuant to the terms of section 5.2.1.
6. REPRESENTATIONS
6.1 Transportation or Medical Service Company/Driver representations
6.1.1 The Transportation or Medical Service Company represents to Pet Lift and shall ensure that the Driver shall represent to Transportation or Medical Service Company, that for the term of this Agreement:
(i) it holds, complies and shall continue to hold and comply with all permits, licenses and other governmental authorizations necessary for conducting, carrying out and continuing their activities, operations and business in general and the Driving or Medical Service in particular;
(ii) shall comply with all local laws and regulations, including the laws related to the operation of a taxi/passenger delivery, driving service, transportation service, and/or medical service and will be solely responsible for any violations of such local laws and regulations;
(iii) the Driver has a valid driver's license and is authorized to operate the Vehicle as set out in the Driver Addendum and has all the appropriate licenses, approvals and authority to provide transportation or medical service for hire to third parties in the City where the Driving Service is rendered or performed;
(iv) it has appropriate and up-to-date level of expertise and experience to enable and provide the Driving or Medical Service and the Driving or Medical Service will be supplied, provided and supported by appropriately qualified and trained Drivers or Medical Service providers acting with due skill, care and diligence;
(v) the Transportation or Medical Service Company and the Driver have and maintain a valid policy for the appropriate (transportation, personal injury, third party or general) liability insurance and such other insurances as are considered market practice (all in industry-standard coverage amounts) for the operation of the Vehicle and/or business insurance to cover any anticipated risks, damages and losses related to the operation of a taxi/passenger delivery, driving service or transportation or medical services (including the Driving or Medical Service), and not less than the minimum coverage amounts required by applicable law. The Transportation or Medical Service Company shall add Pet Lift to its liability insurance policy as an additional insured, and shall upon first request of Pet Lift provide Pet Lift with a copy of the insurance certificate.
(vi) the Transportation or Medical Service Company’s employees are covered by workers’ compensation insurance, as required by law. If permitted by law, Transportation or Medical Service Company may choose to insure itself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance. Transportation or Medical Service Company’s subcontractors may also, to the extent permitted by law, maintain occupational accident insurance in place of workers’ compensation insurance.
(vii) the Vehicle is kept in a clean condition at all times, such Vehicle is in good operating condition and meets the industry safety standards for a Vehicle of its kind;
(viii) the Driver and the Vehicle maintain at all times the star rating quality described in Section 4.3.3 above.
(ix) Transportation or Medical Service Company is the owner or lessee, or are otherwise in lawful possession of a Vehicle or Vehicles, and said Vehicle or Vehicles are suitable for performing the commercial carriage services contemplated by this Agreement, which equipment complies with all applicable federal, state and local laws.
6.2 Disclaimer
6.2.1 Pet Lift provides, and the Transportation or Medical Service Company accepts, the Service, the Device and Driver App on an "as is" and "as available" basis. Pet Lift does not warrant or guarantee that the Transportation or Medical Services Company, the Driver or the User’s access to or use of the Service, the Website, the Device, the App or the Driver App will be uninterrupted or error free.
6.2.2 Internet Delays. THE PET LIFT SERVICE AND SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
6.3 Transportation or Medical Service Company/ Driver indemnifications
6.3.1 Subject to the exceptions set forth in this Agreement, the Transportation or Medical Services Company agrees and undertakes and ensures that the Transportation or Medical Services Company will indemnify, defend and hold Pet Lift (and its Affiliated Companies and employees and, at the request of Pet Lift, Pet Lift’s licensors, suppliers, officers, directors and subcontractors) harmless from and against any and all claims, demands, expenses (including legal fees), damages, penalties, fines, social contributions and taxes by a third party (including Users, regulators and governmental authorities) directly or indirectly related to this Agreement.
6.3.2 The Transportation or Medical Services Company is solely responsible for ensuring that Drivers take reasonable and appropriate precautions in relation to any third party with which they interact in connection with the Driving or Medical Service. Where this allocation of the parties’ mutual responsibilities may be ineffective under applicable law, the Transportation or Medical Service Company undertakes to indemnify, defend and hold Pet Lift harmless from and against any claims that may be brought against Pet Lift in relation to the Transportation or Medical Services Company’s or Driver’s provision of the Driving or Medical Service under such applicable law as further set forth in Section 6.3 (Indemnification).
7.0 RELATIONSHIP BETWEEN THE PARTIES
7.1 The relationship between the Parties is solely that of independent contracting parties.
7.2 The Parties expressly agree that this Agreement is not an employment agreement or employment relationship. The parties further agree that no employment contract is created between Pet Lift and the Drivers or Medical Service Providers.
7.3 The Parties expressly agree that no joint venture, partnership, employment, or agency relationship exists between you, Pet Lift or any third-party provider as a result of this Agreement or use of the Pet Lift Service or Software.
7.4 The Transportation or Medical Service Company acknowledges and agrees that it has no authority to bind Pet Lift and undertakes not to hold itself out and to ensure that the Driver or Medical Service Provider does not hold himself or herself out, as an employee, agent or authorized representative of Pet Lift. Where, by implication of mandatory law or otherwise, the Driver, Medical Service Provider and/or the Transportation or Medical Service Company may be deemed an agent or representative of Pet Lift, the Transportation or Medical Service Company undertakes and agrees to indemnify, defend and hold Pet Lift harmless from and against any claims by any person or entity based on such implied agency relationship.
8. LIABILITY
8.1 IN NO EVENT SHALL PET LIFT’S AGGREGATE LIABILITY EXCEED THE FEES ACTUALLY PAID BY AND/OR DUE FROM TRANSPORTATION OR MEDICAL SERVICES COMPANY IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL PET LIFT AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, USER INJURY, DRIVER INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). PET LIFT AND/OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY TRANSPORTATION COMPANY, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE PET LIFT SERVICE OR SOFTWARE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE PET LIFT SERVICE OR SOFTWARE.
8.2 If the disclaimer of liability by Pet Lift as set out in Clause 7.1 shall, for some reason, not have any effect, the maximum aggregate liability of Pet Lift vis-a-vis the Transportation or Medical Services Company and its Drivers collectively, is limited to 50% of the total amount of the Fee paid to Pet Lift by the Transportation or Medical Service Company in the year (12 months) preceding the event that led to the liability.
8.3 All defenses (including limitations and exclusions of liability) in favor of Pet Lift apply (i) regardless of the ground upon which a liability is based (whether default, tort or otherwise),
(ii) irrespective of the type of breach of obligations (guarantees, contractual obligations or otherwise), (iii) for all events and all agreements together, (iv) insofar no event of willful misconduct or gross negligence of Pet Lift or its management has occurred, and (v) also for the benefit of its Affiliated Companies and employees and, at the request of Pet Lift, Pet Lift’s licensors, suppliers and subcontractors.
8.4 Pet Lift makes no guarantees, warranties, or representations as to the actions or conduct of any Users who may request transportation service from Transportation Company or the Driver; or medical service from Medical Service Company. Responsibility for the decisions Transportation or Medical Services Company makes regarding transportation or medical services offered via the Software, website or Pet Lift Service (with all its implications) rests solely with Transportation or Medical Services Company. Transportation or Medical Services Company agrees that it is Your responsibility to take reasonable precautions in all actions and interactions with any third party You interact with through the Pet Lift Service.
8.4.1 Your driver always has the right to refuse animal types beyond dogs and cats and refuse animals they deem unsafe or uncontrolled. Pets are likely to leave a little pet hair or animal odor, in which case a cleaning fee will not apply. But, if your pet has an accident where car cleaning is necessary (urine, feces, vomit, damage, etc.) you will need to pay a cleaning fee. Your pet rides or medical services are under your sole responsibility and you are liable for any bodily injury or property damage it may cause to others and their property.
8.5 The transportation or medical services that You provide pursuant this Agreement are fully and entirely Your responsibility. Pet Lift does not screen or otherwise evaluate potential riders/Users of Your transportation or medical services. You understand, therefore, that by using the Software and the Pet Lift Service, You may be introduced to third parties that may be potentially dangerous, and that You use the Software and the Pet Lift Service at Your own risk.
8.6 Notwithstanding the Transportation or Medical Services Company’s right, if applicable, to take recourse against the Driver, the Transportation or Medical Services Company acknowledges and agrees that it is at all times responsible and liable for the acts and omissions of the Driver(s) vis-à-vis the User and Pet Lift, even where such vicarious liability may not be mandated under applicable law.
8.7 PET LIFT WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY SUCH THIRD PARTIES AND YOU EXPRESSLY WAIVE AND RELEASE PET LIFT FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE SOFTWARE, WEBSITE OR PET LIFT SERVICE, OR IN ANY WAY RELATED TO THE THIRD PARTIES INTRODUCED TO YOU BY THE SOFTWARE OR SERVICE. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
9. TERM, TERMINATION AND SUSPENSION
9.1 This Transportation or Medical Services Company Agreement shall commence on the date this Agreement is accepted, for an indefinite period of time, unless terminated by either party by written notice with due observance of a notice period of seven (7) calendar days. Pet Lift may terminate this Agreement automatically upon 24 Hour notice, at such moment when the Transportation or Medical Services Company and/or its Drivers no longer qualifies, under the applicable law or the quality standards of Pet Lift, to provide the Driving Service or to operate the Vehicle.
9.2.1 Each party may terminate this Agreement or suspend the Agreement in respect of the other party, with immediate effect and without a notice of default being required in case of:
(a) a material breach by the other party of any term of the Agreement (including but not limited to breach of representations or receipt of a significant number of User complaints); or
(b) 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.
9.3 Upon termination of the Agreement, the Transportation or Medical Services Company and/ or the Driver shall promptly return all Devices and all Data provided to either of them by Pet Lift without withholding a copy thereof.
10. CONFIDENTIALITY
10.1 Parties understand and agree that in the performance of this Agreement, each party may have access to or may be exposed to, directly or indirectly, confidential information of the other party (the "Confidential Information"). Confidential Information includes Data, transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information that either a disclosing party designates as being private or confidential or of which a receiving party should reasonably know that it should be treated as private and confidential.
10.2 Each party agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party and receiving party shall not use any Confidential Information for any purpose except in furtherance of this Agreement; (b) it shall maintain, and shall use prudent methods to cause its employees, officers, representatives, contracting parties and agents (the "Permitted Persons") to maintain, the confidentiality and secrecy of the Confidential Information; (c) it shall disclose Confidential Information only to those Permitted Persons who need to know such information in furtherance of this Agreement; (d) it shall not, and shall use prudent methods to ensure that the Permitted Persons do not, copy, publish, disclose to others or use (other than pursuant to the terms hereof) the Confidential Information; and (e) it shall return or destroy all ((hard and soft) copies of) Confidential Information upon written request of the other party.
10.3 Notwithstanding the foregoing, (a) Confidential Information shall not include any information to the extent it (i) is or becomes part of the public domain through no act or omission on the part of the receiving Party, (ii) was possessed by the receiving Party prior to the date of this Agreement, (iii) is disclosed to the receiving Party by a third party having no obligation of confidentiality with respect thereto, or (iv) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, and (b) nothing in this Agreement shall prevent, limit or restrict a Party from disclosing this Agreement (including any technical, operational, performance and financial data (but excluding any User Data)) in confidence to an Affiliated Company.
11. LOCATION-BASED SERVICES
11.1. For the purpose of rendering the Service, the Transportation or Medical Services Company explicitly agrees and acknowledges, and procures that the Driver or Medical Service provider agrees and acknowledges, that geo- location information regarding the Driver who is available for the Driving Service or performing the Driving or Medical Service shall be monitored and traced through but not limited to the Driver App via GPS tracking. The Device and the relevant details of the Driver and the Ride and the position of the Driver shall also be disclosed to the User on the App or other means possible.
11.2 To provide location-based services on the Pet Lift App and for analytical, marketing and commercial purposes of Pet Lift, Pet Lift may collect, use, and share precise geo-location data, including the real-time geographic location of You and the Drivers. This location data is used by Pet Lift to provide and improve location-based products and services. Information You provide may be transferred or accessed by entities around the world. Pet Lift abides by the “safe harbor” frameworks set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information collected by organizations in the European Economic Area and Switzerland. You expressly consent to Pet Lift’s use of locations-based services and You expressly waive and release Pet Lift from any and all liability, claims, causes of action or damages arising from Your use of the software or Pet Lift service, or in any way relating to the use of the geo-location and other location-based services.
12 MODIFICATIONS
12.1 Pet Lift reserves the right to modify the terms and conditions of this Agreement or at any time, effective upon publishing an updated version of this Agreement at http://www.PetLift.app or on the Software.
12.2 Transportation or Medical Services Company hereby expressly acknowledges and agrees that, by using or receiving the Pet Lift Service, and downloading, installing or using the Software, Transportation or Medical Services Company and Pet Lift are bound by any future amendments and additions to this Agreement or documents incorporated herein, including the Fee schedule. Continued use of the Pet Lift Service or Software after any such changes shall constitute your consent to such changes. Transportation or Medical Services Company is responsible for regularly reviewing this Agreement.
13. MISCELLANEOUS
13.1 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 by 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.
13.2 Neither party shall be entitled to assign, transfer, encumber any of its rights and/or the obligations under this Agreement without the prior written consent of the other party, provided that Pet Lift may assign, transfer, encumber any of its rights and/or the obligations under this Agreement (in whole or in part or from time to time) to (a) an Affiliated Company or (b) in the event of a merger or sale of assets without the prior written consent of the Transportation or Medical Services Company.
13.3 This Agreement (including the schedules, annexes and appendixes, which form an integral part of this Agreement) constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, offers, undertakings or statements regarding such subject matter.
14. GOVERNING LAW AND JURISDICTION
14.1 This Agreement shall be governed by Florida law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Pet Lift Service or Software shall be subject to the exclusive jurisdiction of the state and federal courts located in the City and County of Sarasota, Florida. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The failure of Pet Lift to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Pet Lift in writing. This Agreement and the documents incorporated by reference therein comprise the entire agreement between you and Pet Lift and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
14.2 Other than disputes regarding the Intellectual Property Rights of the parties, any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Pet Lift Service or Software may be subject to arbitration pursuant to Section 14.3.
14.3 Arbitration.
i. How This Arbitration Provision Applies.
This Arbitration Provision is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. and evidences a transaction involving commerce. This Arbitration Provision applies to any dispute arising out of or related to this Agreement or termination of the Agreement and survives after the Agreement terminates. Nothing contained in this Arbitration Provision shall be construed to prevent or excuse You from utilizing any procedure for resolution of complaints established in this Agreement (if any), and this Arbitration Provision is not intended to be a substitute for the utilization of such procedures.
Except as it otherwise provides, this Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. This Arbitration Provision requires all such disputes to be resolved only by an arbitrator through final and binding arbitration and not by way of court or jury trial.
Such disputes include without limitation disputes arising out of or relating to interpretation or application of this Arbitration Provision, including the enforceability, revocability or validity of the Arbitration Provision or any portion of the Arbitration Provision.
Except as it otherwise provides, this Arbitration Provision also applies, without limitation, to disputes arising out of or related to this Agreement and disputes arising out of or related to Your relationship with Pet Lift, including termination of the relationship. This Arbitration Provision also applies, without limitation, to disputes regarding any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, termination, harassment and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by Pet Lift and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), Genetic Information Non-Discrimination Act, and state statutes, if any, addressing the same or similar subject matters, and all other similar federal and state statutory and common law claims.
ii. Limitations On How This Agreement Applies.
This Arbitration Provision does not apply to claims for workers compensation, state disability insurance and unemployment insurance benefits.
Regardless of any other terms of this Arbitration Provision, claims may be brought before and remedies awarded by an administrative agency if applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate. Such administrative claims include without limitation claims or charges brought before the Equal Employment Opportunity Commission (www.eeoc.gov), the U.S. Department of Labor (www.dol.gov), the National Labor Relations Board (www.nlrb.gov), or the Office of Federal Contract Compliance Programs (www.dol.gov/esa/ofccp). Nothing in this Arbitration Provision shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a claim in arbitration.
Disputes that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) are excluded from the coverage of this Arbitration Provision.
This Arbitration Provision shall not be construed to require the arbitration of any claims against a contractor that may not be the subject of a mandatory arbitration agreement as provided by section 8116 of the Department of Defense ("DoD") Appropriations Act for Fiscal Year 2010 (Pub. L. 111-118), section 8102 of the Department of Defense ("DoD") Appropriations Act for Fiscal Year 2011 (Pub. L. 112-10, Division A), and their implementing regulations, or any successor DoD appropriations act addressing the arbitrability of claims.
iii. Selecting The Arbitrator and Location of the Arbitration.
The Arbitrator shall be selected by mutual agreement of Pet Lift and You. Unless You and Pet Lift mutually agree otherwise, the Arbitrator shall be an attorney licensed to practice in the location where the arbitration proceeding will be conducted or a retired federal or state judicial officer who presided in the jurisdiction where the arbitration will be conducted. If the Parties cannot agree on an Arbitrator, then an arbitrator will be selected using the alternate strike method from a list of five (5) neutral arbitrators provided by JAMS (Judicial Arbitration & Mediation Services). You will have the option of making the first strike. If a JAMS arbitrator is used, then the applicable JAMS rules will apply. The location of the arbitration proceeding shall be no more than 45 miles from the place where You last provided transportation services under this Agreement, unless each party to the arbitration agrees in writing otherwise.
iv. Starting The Arbitration.
All claims in arbitration are subject to the same statutes of limitation that would apply in court. The party bringing the claim must demand arbitration in writing and deliver the written demand by hand or first class mail to the other party within the applicable statute of limitations period. The demand for arbitration shall include identification of the Parties, a statement of the legal and factual basis of the claim(s), and a specification of the remedy sought. Any demand for arbitration made to Pet Lift shall be provided to General Counsel, Pet Lift Technologies, LLC, 6448 Box Grove Drive, Sarasota, FL 34240. The arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration. A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such provisional relief.
v. How Arbitration Proceedings Are Conducted.
In arbitration, the Parties will have the right to conduct adequate civil discovery, bring dispositive motions, and present witnesses and evidence as needed to present their cases and defenses, and any disputes in this regard shall be resolved by the Arbitrator.
You and Pet Lift agree to bring any dispute in arbitration on an individual basis only, and not on a class, collective, or private attorney general representative action basis. Accordingly,
(a) There will be no right or authority for any dispute to be brought, heard or arbitrated as a class action ("Class Action Waiver"). The Class Action Waiver shall not be severable from this Arbitration Provision in any case in which (1) the dispute is filed as a class action and (2) a civil court of competent jurisdiction finds the Class Action Waiver is unenforceable. In such instances, the class action must be litigated in a civil court of competent jurisdiction.
(b) There will be no right or authority for any dispute to be brought, heard or arbitrated as a collective action ("Collective Action Waiver"). The Collective Action Waiver shall not be severable from this Arbitration Provision in any case in which (1) the dispute is filed as a collective action and (2) a civil court of competent jurisdiction finds the Collective Action Waiver is unenforceable. In such instances, the collective action must be litigated in a civil court of competent jurisdiction.
(c) There will be no right or authority for any dispute to be brought, heard or arbitrated as a private attorney general representative action ("Private Attorney General Waiver"). The Private Attorney General Waiver shall not be severable from this Arbitration Provision in any case in which a civil court of competent jurisdiction finds the Private Attorney General Waiver is unenforceable. In such instances and where the claim is brought as a private attorney general, such private attorney general claim must be litigated in a civil court of competent jurisdiction.
Although you will not be retaliated against, disciplined or threatened with discipline as a result of you exercising your rights under Section 7 of the National Labor Relations Act by the filing of or participation in a class, collective or representative action in any forum, Pet Lift may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver, Collective Action Waiver and Private Attorney General Waiver under the Federal Arbitration Act and seek dismissal of such class, collective or representative actions or claims. Notwithstanding any other clause contained in this Agreement, any claim that all or part of the Class Action Waiver, Collective Action Waiver or Private Attorney General Waiver is invalid, unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The Class Action Waiver, Collective Action Waiver and Private Attorney General Waiver shall be severable in any case in which the dispute is filed as an individual action and severance is necessary to ensure that the individual action proceeds in arbitration.
vi. Paying For The Arbitration.
Each party will pay the fees for his, her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. However, in all cases where required by law, Pet Lift will pay the Arbitrator's and arbitration fees. If under applicable law Pet Lift is not required to pay all of the Arbitrator's and/or arbitration fees, such fee(s) will be apportioned between the Parties in accordance with said applicable law, and any disputes in that regard will be resolved by the Arbitrator.
vii. The Arbitration Hearing And Award.
The Parties will arbitrate their dispute before the Arbitrator, who shall confer with the Parties regarding the conduct of the hearing and resolve any disputes the Parties may have in that regard. Within 30 days of the close of the arbitration hearing, or within a longer period of time as agreed to by the Parties or as ordered by the Arbitrator, any party will have the right to prepare, serve on the other party and file with the Arbitrator a brief. The Arbitrator may award any party any remedy to which that party is entitled under applicable law, but such remedies shall be limited to those that would be available to a party in his or her individual capacity in a court of law for the claims presented to and decided by the Arbitrator, and no remedies that otherwise would be available to an individual in a court of law will be forfeited by virtue of this Arbitration Provision. The Arbitrator will issue a decision or award in writing, stating the essential findings of fact and conclusions of law. Except as may be permitted or required by law, as determined by the Arbitrator, neither a party nor an Arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all Parties. A court of competent jurisdiction shall have the authority to enter a judgment upon the award made pursuant to the arbitration. The Arbitrator shall not have the power to commit errors of law or legal reasoning, and the award may be vacated or corrected on appeal to a court of competent jurisdiction for any such error.
viii. Your Right To Opt Out Of Arbitration.
Arbitration is not a mandatory condition of your contractual relationship with Pet Lift. If you do not want to be subject to this Arbitration Provision, you may opt out of this Arbitration Provision by notifying Pet Lift in writing of your desire to opt out of this Arbitration Provision, which writing must be dated, signed and delivered by a nationally recognized delivery service or by hand delivery to Pet Lift Technologies, LLC, 6448 Box Grove Drive, Sarasota, FL 34240 addressed to the attention of the General Counsel. In order to be effective, the writing must clearly indicate your intent to opt out of this Arbitration Provision and the envelope containing the signed writing must be post-marked within 30 days of the date this Agreement is executed by you. Your writing opting out of this Arbitration Provision will be filed with a copy of this Agreement and maintained by Pet Lift. Should You not opt out of this Arbitration Provision within the 30-day period, You and Pet Lift shall be bound by the terms of this Arbitration Provision. You have the right to consult with counsel of Your choice concerning this Arbitration Provision. You understand that You will not be subject to retaliation if You exercise Your right to assert claims or opt-out of coverage under this Arbitration Provision.
ix. Enforcement Of This Agreement.
This Arbitration Provision is the full and complete agreement relating to the formal resolution of disputes arising out of this Agreement. Except as stated in subsection v, above, in the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable.
By clicking “I agree” or “Confirm Booking”, You expressly acknowledge and agree to be bound by the terms and conditions of the Agreement, and further acknowledge that You are legally competent to enter into this Agreement with Pet Lift.