Last revised: March 11, 2024
Downloadable version: Blacklane Chauffeur Terms.pdf
Hello and welcome!
We are glad that you are taking the time to read these terms of service (the “Terms”). These Terms constitute a legally binding agreement between you and Blacklane GmbH, Blacklane North America, Inc., its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, “Blacklane,” “we,” “us” or “our”) governing your use of the Blacklane Chauffeur application and platform, as well as related websites, technology, (collectively, the “BL Chauffeur Tools”). You and Blacklane are each a Party, and collectively are the Parties.
Your use of the BL Chauffeur Tools is conditioned upon your acceptance of these Terms. If you do not accept these Terms, then you are not authorized to use the BL Chauffeur Tools or otherwise provide any services on any local service provider’s behalf (as explained in more detail below).
Section 4 of these Terms contains an arbitration agreement and class action waiver
that apply to claims brought against us in the United States. Please read them
carefully.
1. The Blacklane Platform
We provide an intermediary platform for premium professional driver services (the “Services”) provided by independent local service providers (“Local Service Providers”). We do not provide, own or control any of the Services offered by Local Service Providers to third parties but rather arrange for the procurement by persons (“Guests”) of an entitlement to such Services, which are then provided to Guests directly by the Local Service Providers.
In order to facilitate the Services provided by Local Service Providers, we provide them and their professional drivers (“Chauffeurs” or “you”) with use of the BL Chauffeur Tools. We do not otherwise have any contractual relationship with you since you provide the services on behalf of the Local Service Provider. Any such Services performed by you are conducted pursuant to your relationship, contractual or otherwise, with a Local Service Provider. We do not employ any Chauffeur, including you.
2. Modification to the Agreement
We may change these Terms at any time, and your future use of our BL Chauffeur Tools following changes to these Terms is subject to you accepting those updated Terms. We recommend that you save or print a copy of these Terms.
Unless material changes are made to the arbitration provisions herein, you agree that modification of these Terms does not create a renewed opportunity to opt out of arbitration (if applicable).
3. Eligibility
The BL Chauffeur Tools may only be used by authorized individuals who have agreed to these Terms and are fully able and competent to satisfy such terms and the conditions and obligations herein.
You may not allow other persons to use your account, and you agree that you are the sole authorized user of your account, and you may not use your account on behalf of any third party, except as we otherwise expressly permit.
4. Arbitration Agreement
a. Covered Claims
The parties to these Terms mutually consent to the resolution by final and binding arbitration of all claims, causes of action, charges, complaints, disputes or controversies arising out of, related to, or in connection with:
● These Terms and prior versions of these Terms, or the existence, breach, termination, enforcement, interpretation, scope, waiver, or validity thereof;
● Your access to or use of the BL Chauffeur Tools at any time;
● Incidents or accidents resulting in personal injury or death to you or anyone else that occurred in connection with your provision of Services on behalf of a Local Service Provider; or
● Your engagement to provide the Services on the Local Service Provider’s behalf, including but not limited to any employment or wage claim against the Local Service Provider or Blacklane, regardless of whether the dispute, claim, or controversy occurred or accrued before or after the date
You agreed to these Terms, (in each case, a “Claim” and collectively “Claims”).
Final and binding arbitration shall provide the sole and exclusive remedy and forum for all such Claims.
The Claims covered by this agreement to arbitrate include, but are not limited to:
● Claims for discrimination or harassment (except for claims of sexual harassment and sexual assault, at your election) on the basis of ancestry, age, color, marital status, medical condition, physical or mental disability, national origin, race, religion, sex, pregnancy, sexual orientation, or any other characteristic protected by applicable law;
● Claims for retaliation;
● Claims for breach of any contract or covenant (express or implied);
● Claims for wages (including overtime wages), bonuses, commissions, or any other form of compensation;
● Claims for benefits (except where a benefit or pension plan specifies that its claim procedure is different from this one);
● Claims for violation of any federal, state, or other governmental law, statute, regulation or ordinance now in existence, or hereinafter enacted, and amended from time to time;
● Individual Claims for relief under the Private Attorneys General Act (PAGA) or any other similar federal, state, or local law; and
● Any tort Claims (including, but not limited to, intentional injury, defamation and termination of employment in violation of public policy).
All Claims between you and Blacklane relating to your purported employment, your engagement with a Local Service Provider to provide Services, or these Terms shall be resolved in accordance with the arbitration procedures described in these Terms to the fullest extent permitted by law.
For the avoidance of doubt, you specifically agree that all claims, including but not limited to, claims under Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Individual Retirement Income Security Act, the Genetic Information and Non-Discrimination Act, the Worker Adjustment and Retraining Notification Act, the Massachusetts Wage Act and the Massachusetts Minimum Fair Wages Act (including claims relating to hourly wages, salary, overtime, minimum wages,
commissions, vacation pay, holiday pay, sick leave pay, dismissal pay, bonus pay or severance pay), the Massachusetts Independent Contractor Law, the Massachusetts Equal Pay Act, the Massachusetts Fair Employment Practices Law, the Massachusetts Equal Rights Act, the Massachusetts Civil Rights Act, the Massachusetts Privacy Statute, the Massachusetts Sexual Harassment Statute, the New York State Human Rights Law, the New York City Human Rights Law, New York State Paid Family Leave Law, the New York State Paid Sick Leave Law, the New York City Earned Sick and Safe Time Act, the New York Quarantine Law, the New York State Vaccination Leave Law, the New York Labor Law, the New York Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, the California Labor Code, the California Family Rights
Act, the California Healthy Workplace Healthy Family Act of 2014, the California Worker Adjustment and Retraining Notification Act and any similar Massachusetts, New York, California, federal, state, or local statute as well as any other claim for wages, discrimination, or harassment, including those within the jurisdiction of the Equal Employment Opportunity Commission or any equivalent state administrative agency shall be deemed Claims and shall be subject to arbitration pursuant to these Terms.
b. WAIVER OF RIGHT TO JURY TRIAL
THE PARTIES AGREE TO GIVE UP THEIR RESPECTIVE RIGHTS TO HAVE THE ABOVE-
MENTIONED CLAIMS DECIDED IN A COURT OF LAW BEFORE A JUDGE OR JURY OR BY ADMINISTRATIVE PROCEEDING, AND INSTEAD ARE ACCEPTING AND AGREEING TO THE USE OF FINAL AND BINDING ARBITRATION.
c. WAIVER OF CLASS ACTION
All Claims, whether by Blacklane or you, must be brought in an individual capacity, and shall not be brought as a plaintiff, claimant, class representative or class member in any purported class action, collective action, or representative proceeding, nor joined or consolidated with any Claims of any other person or entity. Accordingly, each Party hereby waives and releases any and all right or rights to initiate and/or participate as a class member in any class action, collective action, or representative proceeding involving the other Party. For the avoidance of doubt, any Claims that Blacklane or you
may bring must be brought solely in that party’s individual capacity.
d. Claims Not Covered by this Agreement to Arbitrate
This agreement to arbitrate does not cover:
● Claims by you for benefits under workers’ compensation, unemployment insurance and applicable state disability insurance laws;
● At your election, claims for sexual harassment and sexual assault;
● Claims which are not arbitrable under any federal, state, local, or other law (the determination of which shall be made by the arbitrator), including for California-based individuals only, claims required to be within the jurisdiction of the California Department of Labor Standards Enforcement;
● An unfair labor practice charge pursuant to the National Labor Relations Act (“NLRA”); or
● Claims related to the disclosure, threatened disclosure and/or misappropriation of any confidential information, trade secrets, and goodwill of Blacklane, or claims arising out of, related to, or in connection with a restrictive covenant agreement between the parties hereto (e.g., non-compete, non-solicit, or non-disclosure obligation), which the parties acknowledge would result in irreparable injury and harm and would not be adequately compensable by monetary damages.
Accordingly, the Parties agree that, in addition to any other legal remedies which may be available, either Party may institute an action in court to seek and obtain temporary, preliminary and/or permanent injunctive relief prohibiting the violation of any obligation relating to: (1) the confidentiality and propriety of Blacklane’s confidential, proprietary and/or trade secret information; or (2) a restrictive covenant agreement. Provided, however, that for the avoidance of doubt, only the claim or part of a
claim that cannot be arbitrated under this Section 4 shall not be arbitrated, but to the maximum extent permissible, any and all other Claims or any and all parts of Claims that are subject to arbitration shall be severed and remain subject to arbitration to the maximum extent possible.
Nothing in these Terms precludes either Blacklane or you from filing a charge or complaint with any state or federal administrative agency that prosecutes a claim on behalf of the government, for purposes of assisting or cooperating with such agency in its investigation or prosecution of charges or complaints. However, the Parties hereto waive their right to any remedy or relief as a result of such charges or complaints brought by such prosecuting agencies, to the extent that is permissible under law.
5. Statute of Limitations
All Claims must be brought within the applicable statute of limitations established by law.
6. Federal Arbitration Act
You and Blacklane acknowledge and agree that the agreement to arbitrate in these Terms relates to and arises out of a matter affecting and influencing interstate commerce; accordingly, such agreement shall be governed by the Federal Arbitration Act, 9 U.S.C., §§ 1-16. Any arbitration hereunder shall apply the appropriate state law, if any, to any Claim, as determined by the arbitrator.
7. Arbitration Procedures
a. Arbitration Rules
The arbitration shall be conducted in accordance with the Employment Arbitration Rules of the American Arbitration Association (“AAA) or other AAA arbitration rules determined to be applicable by the AAA, including but not limited to the Commercial Rules of the AAA (the “AAA Arbitration Rules”). A copy of the AAA Arbitration Rules is available for you to review on the Internet at www.adr.org. You further understand that you may contact the AAA at 800-778-7879 to request a copy of these rules. In the event there is a conflict between the AAA Arbitration Rules and these Terms, these Terms shall
govern. Either Party may bring an action in court to compel arbitration under these Terms and to enforce an arbitration award. Otherwise, neither party shall initiate or prosecute any lawsuit or administrative action in any way related to any applicable Claim, except as set forth in these Terms.
b. Pre-arbitration dispute resolution and notification
The Parties agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. The Parties therefore agree that, before either Party demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any Claim covered by these Terms.
Multiple individuals initiating Claims cannot participate in the same informal telephonic or
videoconference dispute resolution conference. Further, if you are represented by counsel, your counsel may participate in the conference, but you shall also be able to fully participate in the conference. The Party initiating the Claim must give notice to the other Party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other Party receives such notice, unless an extension is mutually agreed upon by the Parties. To notify Blacklane that you intend to initiate an informal dispute resolution conference, write to Blacklane North
America Inc., Attn: Legal Department, legal@blacklane.com, providing your name, the telephone number(s) associated with your Blacklane account, the email address associated with your Blacklane account, and a description of your Claim. Engaging in an informal dispute resolution conference is a condition precedent that must be fulfilled before commencing arbitration, and the arbitrator shall dismiss any arbitration demand filed before completion of an informal dispute resolution conference. The statute of limitations and any filing fee deadlines shall be tolled while the Parties engage in the informal dispute resolution process required by this paragraph.
c. Initiating arbitration
In order to initiate arbitration following the conclusion of the informal dispute resolution process
required herein, a Party must provide the other Party with a written demand for arbitration and make a demand for arbitration by filing a demand in writing with the AAA. Information concerning the filing of arbitration demands may be obtained and demands may be filed online at www.adr.org/fileacase. A Party initiating an arbitration against Blacklane must send the written demand for arbitration to
Blacklane North America, Inc., LLC, Attn: Legal Department legal@blacklane.com, or serve the demand on Blacklane registered agent for service of process.
By signing the demand for arbitration, you and your counsel shall certify to the best of your and your counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that (i) the demand for arbitration is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The Arbitrator shall be authorized to afford any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or any applicable state law for either party’s violation of this requirement.
d. Selection of Arbitrator
All Claims subject to arbitration shall be decided by a single arbitrator. The Parties must agree on the selection of an arbitrator within thirty (30) days of receipt of notice that an arbitration proceeding has commenced. In the event that the Parties hereto cannot agree on the selection of an arbitrator within thirty (30) days, then the AAA shall appoint the arbitrator pursuant to the AAA Arbitration Rules. The arbitrator shall have exclusive authority to resolve any dispute relating to the arbitrability of a Claim or to the interpretation, applicability, enforceability or formation of an agreement under these Terms. Likewise, procedural questions which arise out of the Claim and bear on its final disposition are also matters for the arbitrator.
e. Arbitration Hearing
Any arbitration proceeding relating to a Claim and/or arising under these Terms, shall be held within the capitol of the state where you perform the Services, and you and Blacklane each irrevocably waives any objection he, she, or it may now or hereafter have to venue or to convenience of forum. In addition, each Party hereto agrees that all Claims shall be heard and determined only in such venue and agrees not to bring any proceeding arising out of or relating to a Claim or these Terms in any other venue.
Arbitration shall be conducted by a single arbitrator selected in accordance with the AAA Rules or by mutual agreement between you and us. The Arbitration shall be held either: (i) at a location determined by AAA pursuant to the AAA Rules (provided that such location is reasonably convenient for you and does not require travel in excess of 100 miles from your home or place of business); or (ii) at such other location as may be mutually agreed upon by you and us; or (iii) via videoconference; or (iv) at your election, if the only claims in the arbitration are asserted by you and are for less than $40,000 in aggregate, by telephone or by written submission.
f. Discovery and Information Exchange
At least thirty (30) days before the arbitration, the Parties shall exchange lists of witnesses, including any experts, as well as copies of all exhibits intended to be used at the hearing. The arbitrator shall have discretion to order earlier and additional pre-hearing exchange of information. The Parties may engage in any method of discovery as outlined in the Federal Rules of Civil Procedure (exclusive of Rule 26(a)). Such discovery includes discovery sufficient to arbitrate adequately a Claim, including access to essential and relevant documents and witnesses.
g. Arbitration Decision
The arbitrator shall issue a decision or award in writing, stating the essential findings of fact and conclusions of law. The arbitrator’s award shall be final and binding.
h. Confidentiality of Proceedings
Except as required by law, all proceedings and all documents prepared in connection with any arbitration shall be confidential and the arbitration subject matter shall not be disclosed to any person other than the parties to the proceedings, their counsel, witnesses and experts, the arbitrator, and, if involved, the court and court staff. The Parties shall stipulate to all arbitration and court orders necessary to effectuate these confidentiality provisions.
i. Arbitrator’s Awards
The arbitrator shall only have authority to award equitable relief, damages, costs, and fees as a court of competent jurisdiction would have for the particular Claims asserted, and any action of the arbitrator in contravention of this limitation may be the subject of court appeal by the initiating Party. All other aspects of the arbitrator’s ruling shall be final. A court of competent jurisdiction shall have the authority to enter a judgment upon the award made pursuant to the arbitration or applicable arbitration appeal.
j. Representation / Arbitrator Fees and Costs / Attorneys’ Fees / Costs
The parties to any arbitration shall bear equally the cost of the arbitrator and the administrative fees associated with the arbitration proceeding. A final allocation of arbitration fees and costs shall be made by the arbitrator selected to oversee the arbitration, applying any required substantive legal principle. Each party may be represented in the arbitration by an attorney or other representative selected by the party. Each party shall be responsible for his, her, or its own attorneys’ and expert witness fees, unless otherwise required by applicable contract or statute.
At least 10 days before the date set for the arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer is accepted, the offer with proof of acceptance shall be submitted to the arbitrator, who shall enter judgment accordingly. If the offer is not accepted prior to the arbitration hearing or within 30 days after it is made, whichever occurs first, it shall be deemed withdrawn, and cannot be given in evidence upon the arbitration. If an offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover their post-offer costs and shall pay the offering party’s costs from the time of the offer.
8. Intellectual Property
All intellectual property rights in, or relating to, the BL Chauffeur Tools shall be owned by Blacklane absolutely and in their entirety. These rights include database rights, inventions and patentable subject-matter, patents, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of Blacklane. Blacklane shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. Except for the explicit license grants hereunder, nothing in these Terms shall be construed to transfer ownership of or grant a license under any intellectual property rights.
Blacklane logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Blacklane in the United States and/or other countries (collectively, the “Blacklane Marks”).
You agree that you will not: (1) create any materials that use the Blacklane Marks or any derivatives of the Blacklane Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by Blacklane in writing; (2) use the Blacklane Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Blacklane Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair Blacklane’s rights as owner of the Blacklane Marks or
the legality and/or enforceability of the Blacklane Marks, including, challenging or opposing Blacklane ownership in the Blacklane Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Blacklane Marks, any derivative of the Blacklane Marks, any combination of the Blacklane Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Blacklane Marks; (5) use the Blacklane Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.
9. Disclaimers
The following disclaimers are made on behalf of Blacklane, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.
Blacklane does not provide transportation services, and Blacklane is not a transportation carrier. Blacklane is not a common carrier or public carrier.
The BL Chauffeur Tools are provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the BL Chauffeur Tools, including the ability to provide or receive services at any given location or time. Blacklane reserves the right, for example, to limit or eliminate access to the BL Chauffeur Tools in specific geographic areas and/or at specific times based on commercial viability, public health concerns, or changes in law. To the fullest extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.
We do not warrant that your use of the BL Chauffeur Tools will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements that any defects in the BL Chauffeur Tools will be corrected, or that is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity, availability, accuracy, completeness, and reliability of the BL Chauffeur Tools, or Services, including with respect to mapping, navigation, estimated times of arrival, and routing services. You are responsible at all times for your conduct and the consequences of your conduct while using the BL Chauffeur Tools.
You are responsible for the use of your user account and Blacklane expressly disclaims any liability arising from the unauthorized use of your user account.
Location data provided by the BL Chauffeur Tools is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Blacklane, nor any of its Local Service Providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the BL Chauffeur Tools.
Blacklane shall not be in breach of these Terms nor liable for failure or delay in performing obligations under these Terms if such failure or delay results from events, circumstances or causes beyond its reasonable control including (without limitation) natural disasters or acts of God; labor disputes or stoppages; war; government action; epidemic or pandemic; chemical or biological contamination; strikes; riots; acts of domestic or international terrorism; quarantines; national or regional emergencies; or any other cause, whether similar in kind to the foregoing or otherwise, beyond Blacklane’s reasonable control. All service dates under these Terms affected by force majeure shall be tolled for the duration of such force majeure. The Parties hereby agree, when feasible, not to cancel but reschedule the pertinent obligations as soon as practicable after the force majeure condition ceases to exist.
10. Biometric Verification Consent
By using our BL Chauffeur Tools, you acknowledge and consent to the collection and processing of your biometric data through the Onfido App scan for verification purposes. This biometric data may include facial recognition and other biometric identifiers. We ensure that your biometric data will be securely stored and processed in accordance with applicable laws and regulations. Your biometric data will only be used for the purposes of identity verification and will not be shared with any third parties without your explicit consent, except as required by law. You have the right to request access to, correction of, or deletion of your biometric data collected through the Onfido app scan. You also acknowledge that you have read, understand and accept Onfido Facial Scan Policy and Release, Onfido Privacy Policy and Onfido Terms of Service.
If you do not consent, or want to revoke your consent, you can do this at any time by
sending an email to: legal@blacklane.com
11. Indemnity
You will indemnify and hold harmless and, at Blacklane’s election, defend Blacklane, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders (collectively, the “Indemnified Parties”) from and against any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the BL Chauffeur Tools and/or performance of the Services, including: (1) your breach of these Terms; and/or (2) any other activities in connection with the BL Chauffeur Tools, or the Services. This indemnity shall be applicable without regard to the negligence of any Party, including any indemnified person. You will not, without Blacklane’s prior written consent, agree to any settlement on behalf of any Indemnified Party which includes either the obligation to pay any monetary amounts, or any admissions of liability, whether civil or criminal, on the part of any Indemnified Party.
12. Limitation of Liability
IN NO EVENT WILL BLACKLANE, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “BLACKLANE” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE BL CHAUFFEUR TOOLS, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE BL CHAUFFEUR TOOLS, THE SERVICES, OR THESE TERMS, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
13. Term and Termination
This agreement is effective upon your acceptance of these Terms. This agreement may be terminated: (a) by you or Blacklane, without cause, upon seven (7) days’ prior written notice to the other Party; or (b) by you or Blacklane immediately, upon the other Party’s material breach of these Terms. In addition, Blacklane may terminate this agreement or deactivate your user account immediately in the event: (1) you are no longer qualified to use the BL Chauffeur Tools; (2) you are no longer qualified to provide Services or to operate a vehicle to perform the Services under applicable law, rule, permit, ordinance or regulation; or (3) Blacklane has the good faith belief that such action is necessary to protect the safety of the Blacklane community or third parties, provided that in the event of a termination or deactivation pursuant to (1)-(3) above, you will first be given notice of the intent to terminate this agreement or deactivate and an opportunity, not to exceed five (5) business days, to attempt to cure the issue to Blacklane’s reasonable satisfaction prior to Blacklane terminating this
agreement or deactivating your access.
For the avoidance of doubt, the agreement to arbitrate under Sections 4-7 hereunder shall survive the termination of this agreement.
14. Confidentiality
You agree not to use or otherwise disclose any technical, financial, strategic or other proprietary and confidential information relating to Blacklane, including its business, operations and properties, or information about a Guest made available to you in connection with such Guest’s use of the Services, which may include the Guest’s name, pick-up location, contact information and photo (“Confidential Information”), disclosed to you by Blacklane for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties, and you agree not to store separate and outside of the BL Chauffeur Tools any Confidential Information obtained from the BL Chauffeur Tools. You understand that some of the Confidential Information you receive may be protected by federal and/or state confidentiality laws, such as the Health Information Portability and Accountability Act of 1996 (“HIPAA”), governing the privacy and security of protected (patient) health information. In the event that you know a Guest, you should not disclose to anyone the identity of the Guest or the location that you picked up, or dropped off the Guest, as this could violate HIPAA. You understand that any violation of this agreement’s confidentiality provisions may violate HIPAA or state confidentiality laws and could result in civil or criminal penalties against you. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Blacklane with regard to any Confidential Information use or disclosure which you can prove: was in the public domain at the time it was disclosed by Blacklane or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of use or disclosure, as demonstrated by files in existence at the time of use or disclosure; is used or disclosed with the prior written approval of Blacklane; becomes known to you, without restriction, from a source other than Blacklane without breach of these Terms by you and otherwise not in violation of Blacklane rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that you shall provide prompt notice of such court order or requirement to Blacklane to enable Blacklane to seek a protective order or otherwise prevent or restrict such disclosure.
15. Relationship with Blacklane
You acknowledge and agree that you and Blacklane are in an indirect business relationship. You and Blacklane expressly agree that (1) this is not an employment or independent contractor agreement and does not create an employment or independent contractor relationship between you and Blacklane; (2) other than these Terms, Blacklane has no contractual relationship with you; (3) you provide the Services on behalf of a Local Service Provider and not Blacklane; and (4) no joint venture, franchisor- franchisee, partnership, or agency relationship is intended or created by these Terms. You have no authority to bind Blacklane, and you undertake not to hold yourself out as an employee, independent contractor, agent or authorized representative of Blacklane. Blacklane does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of Services on behalf of the Local Service Provider, your acts or omissions, or your operation and maintenance of your vehicle, other than the Blacklane quality standards. You retain the sole right to determine when, where, and for how long you will utilize the BL Chauffeur Tools. You retain the option to accept or to decline or ignore a Guest request for Services via the BL Chauffeur Tools, or to cancel an accepted request for Services via the BL Chauffeur Tools, subject to Blacklane’s then-current cancellation policies.
Blacklane does not, and shall not be deemed to, require you to accept any specific request for Services as a condition of maintaining access to the platform or access to BL Chauffeur Tools. With the exception of any signage required by law or permit/license rules or requirements, Blacklane shall have no right to require you to: (a) display Blacklane names, logos or colors on your vehicle(s); or (b) wear clothing displaying Blacklane name, logos or colors.
16. Construction
Should any part of these Terms be found to be unenforceable, such portion shall be severed from these Terms, and the remaining portions shall continue to be enforceable.
17. Sole and Entire Agreement
These Terms express the entire agreement of the Parties concerning the subject matter hereof and supersedes any and all prior or contemporaneous oral and/or written agreements concerning the subject matter hereof. For the avoidance of doubt, the Parties agree that there are no other agreements, oral or written, concerning arbitration, except as provided herein. These Terms are not, and shall not be construed to create any contract of employment, express or implied.
18. Review
We desire that these Terms be as clear and as straightforward as possible given their important subject matter. Accordingly, we are giving you sufficient time to review these Terms and to confer with counsel if you so choose. If you have any questions about these Terms, please contact us any time.
19. General
You agree that this agreement and all incorporated agreements may be automatically assigned by Blacklane, in our sole discretion by providing notice to you. You may not assign this agreement without Blacklane’s prior written approval. Any purported assignment by you in violation of this section shall be void. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”. This agreement’s terms may be modified or amended only by written agreement executed by the Parties. This agreement’s terms may be waived only by a written document executed by the Parties. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction where the Services are performed. without regard to the choice or conflict of law principles of any jurisdiction, except as may be otherwise provided in the Section 6 above.