This Driver Agreement (“Agreement”) is entered into on this 9 day of March, 2014 between adverCar, Inc. a Delaware Corporation (“Company”), and (“Contractor”),
1. Overview. adverCar is in the business of placing advertising signs and stickers ("Signs") on personal automobiles ("Vehicles"). Contractor agrees to allow adverCar to place Signs on his or her Vehicle through a third party installer. adverCar may also install a global positioning device known as a Marketing Impressions Meter ("MIM") on the Vehicle.
2. Background Checks. adverCar reserves the right to conduct background investigations and/or reference checks on all of its potential Contractors, including you. This Driver Agreement, therefore, is contingent upon a clearance of such a background investigation and/or reference check, if any. Information concerning the background investigation that adverCar may perform and your consent thereto has been included with this Agreement. Your timely completion of this paperwork concerning background check consent is a condition of this Agreement. The relevant background check information is attached hereto as the Background Check Disclosure and Authorization Form – Independent Contractor. The following information will be collected at a later date: date of birth, social security number, and driver's license information.
3. Payment. adverCar shall pay Contractor $100.00 per month. Payment shall be made on via a method agreed upon by the parties (typically direct deposit or check).
4. Use of Vehicle. Contractor represents and warrants that it is the sole owner of the Vehicle. Contractor shall maintain the Vehicle in good operating condition and Contractor is responsible for all expenses of maintaining and operating the Vehicle. Contractor will only use the Vehicle for personal use in the normal course of Contractor’s operation of the Vehicle. Contractor will not drive the Vehicle solely for the purpose of advertising. Contractor agrees to supply all information reasonably requested by adverCar regarding the Vehicle and its use during the term of the Agreement.
5. Vehicle Paint. Contractor represents and warrants that the paint on the vehicle is factory finished and understands that the vinyl advertisements are manufactured to go on and off with no damage to factory finished vehicle paint. Contractor represents and warrants that they understand the risk of placing the vinyl advertisements on vehicles that have had body repair work and in choosing to participate acknowledge the potential risk and hold adverCar harmless if any damage occurs as a result.
6. Photo & Media Waiver. By signing this document, you are stating that you grant permission and royalty free rights for adverCar Inc. and participating advertisers to take pictures, or videos of you and/or your vehicle and to use them for marketing purposes, such as press releases, adverCar and advertiser websites as well as other promotional channels/media.
7. Removal of Signs. Contractor agrees to remove decals immediately after campaign is over, unless otherwise notified. adverCar reserves the right to remove decals if campaign has ended.
8. Safety. Contractor agrees to execute all necessary consent forms for a background and driving record check. Contractor has and will maintain liability insurance coverage on the Vehicle of at least the minimum amounts required by the state in which Contractor operates the Vehicle. Contractor shall provide proof of insurance to adverCar upon request. Contractor shall have and maintain a valid driver’s license. Contractor shall maintain and operate the Vehicle according to all applicable laws and regulations, including without limitation traffic laws and ordinances. Contractor will not engage in any conduct which may reasonably be expected to harm the reputation of adverCar or any of its advertisers in any way.
9. Notice to adverCar. Contractor shall notify adverCar within 24 hours of: (i) loss or suspension of Contractor’s driver’s license or driving privileges; (ii) any Vehicle breakdown or maintenance that would affect the Signs; (iii) any accident or damage to any Sign, MIM or Vehicle; (iv) any change of address or change of Route; (v) repossession or theft of the Vehicle; (vi) loss of insurance; or (vii) any breach of Sections 4 or 5.
10. Ownership Rights. All Signs and the MIM installed on the vehicle remain the property of the adverCar. Customer will be responsible for any damage to or loss of the Signs or the MIM while installed on the Vehicle and such losses may be deducted from any amounts due Contractor. adverCar shall own all information gathered by the MIM, including without limitation location information. Contractor hereby assigns to adverCar all rights Contractor may have in such information. Contractor further grants adverCar the irrevocable right to use pictures and likenesses of Contractor and the Vehicle for advertising, trade or any lawful purposes.
11. Confidentiality. Contractor agrees that all information that adverCar provides Contractor constitute "Proprietary Information." Contractor will hold in confidence and not disclose or, except in driving the Vehicle, use any Proprietary Information. However, Contractor shall not be obligated under this paragraph with respect to information Contractor can document is or becomes readily publicly available without restriction through no fault of Contractor. Upon termination and as otherwise requested by adverCar, Contractor
12. Independent Contractor. Contractor acknowledges that Contractor is an independent contractor and not an employee of the adverCar for any purpose. Contractor is not authorized and may not hold himself or herself out as a representative or agent of adverCar or any Advertiser, and nothing in this Agreement shall convey any authority to Contractor, express or implied, to negotiate, enter into any contracts on behalf of the adverCar or any of its advertisers.
13. Term and Termination. The initial term of this Agreement is 30 days and the effective date of the Agreement is the date that adverCar installs a Sign on Contractor’s Vehicle ("Effective Date"). The initial payment shall be made within ten (10) business days of the Effective Date and future payments shall be made on such monthly schedule as adverCar may establish in its reasonable discretion. adverCar may terminate this Agreement at any time upon notice. Contractor will make the Vehicle available for removal of Signs and the MIM from the Vehicle prior to selling or disposing of the Vehicle or upon expiration or termination of this Agreement.
14. Indemnification. adverCar shall indemnify Contractor for any fines issued by a governmental entity due solely to (i) the display of a Sign that adverCar places on the Vehicle, or (ii) the placement of the MIM in the Vehicle by adverCar. Contractor shall indemnify and protect, hold harmless, and defend adverCar from any claims related to Contractor’s actions or omissions, including without limitation Contractor’s breach of this Agreement or failure to operate the Vehicle in a safe and legal manner. A party seeking indemnity shall provide the other party with prompt written notice of the claim, sole control over defense and settlement, and reasonable assistance with defense and settlement.
15. General. This Agreement will be interpreted according to the laws of the State of California, and any dispute arising from the interpretation hereof must be decided by arbitration according to the rules of the American Arbitration Association at a hearing held in the City of San Francisco, State of California. Contractor may not assign this Agreement; adverCar may freely assign this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated so that this Agreement shall otherwise remain in full force and effect and enforceable.
Contractor acknowledges that they have been provided with a copy of the “Background Check Disclosure and Authorization Form”, “A Summary of Rights Under the Fair Credit Reporting Act”, and “A Summary of Your Rights Under the Provisions of California Civil Code Section 1786.22. If Contractor lives or works for Company in California, Minnesota or Oklahoma, a copy of the background check report can be obtained by contacting ADP Screening and Selection Services at 301 Remington Street, Fort Collins, CO, 80524, and can be reached by phone at 800-367-5933 or at their internet Web site address www.adpselect.com.