Choose the terms that apply to you.
This Passenger Terms of Service ("Terms") is made effective as of the Effective Date by and between PaTran, doing business as PaTran, and its subsidiaries, representatives, affiliates, officers, and directors (collectively, "PaTran," "we," "us," or "our"), and you, an individual passenger or user ("Passenger," "you," or "your") (collectively referred to as the "Parties").
IMPORTANT: YOU ACKNOWLEDGE AT THE OUTSET THAT, FOR THE PURPOSES OF USING THE PATRAN PLATFORM, YOU AGREE TO ALL TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. PAY ATTENTION TO SECTION 8, WHICH SETS FORTH THAT WITH CERTAIN EXCEPTIONS YOU AND PATRAN MUTUALLY AGREE TO ARBITRATE ANY LEGAL DISPUTES OR CLAIMS THAT MIGHT ARISE BETWEEN YOU.
1.1 PaTran is a technology company that provides a communications and logistics platform connecting consumers seeking ride-hailing and/or package delivery along pre-registered routes with independent transport operators ("Operators") interested in providing those services (the "PaTran Platform").
1.2 The PaTran Platform is not available to children under the age of 18. You represent and warrant that you are at least 18 years old and that you have the right, authority, and capacity to enter into and abide by these Terms.
1.3 PaTran is constantly modifying and improving the PaTran Platform. We may introduce new features, change existing features, or remove features at any time and without notice.
2.1 Booking and Rides: Through the PaTran Platform, you can request passenger transport or package delivery along pre-registered routes. You agree to provide accurate pickup and destination details.
2.2 Fares and Payment: Fares for services are displayed in the PaTran App prior to booking. You authorize PaTran or its third-party payment processors to charge your designated payment method for all rides or deliveries requested through your account.
2.3 Passenger Conduct: You agree to behave respectfully and lawfully during any ride or delivery service. You shall not:
3.1 You may cancel a trip request through the PaTran App. However, frequent cancellations or failure to show up for a booked trip may result in cancellation fees or temporary suspension of your access to the PaTran Platform.
3.2 If you are dissatisfied with a service, you may contact PaTran Support to request a review or dispute a charge. PaTran evaluates such requests in good faith but maintains sole discretion over issuing refunds or credits.
4.1 Your use of the PaTran Platform is subject to PaTran's Privacy Policy, which governs how we collect, use, and protect your personal data, including your location data when using the app.
4.2 You consent to receive communications from PaTran and its Operators via SMS, text message, email, push notifications, and/or phone calls regarding your rides and account status.
5.1 Independent Operators: Operators providing services through the PaTran Platform are independent contractors, not employees or agents of PaTran. PaTran is a technology platform and does not directly provide transportation services.
5.2 Limitation of Liability: PaTran's total liability arising out of or related to your use of the platform shall be limited to the total fees paid by you to PaTran in the 6 months preceding the event giving rise to liability. PaTran shall not be liable for indirect, incidental, special, or consequential damages.
PaTran may suspend or terminate your access to the PaTran Platform at any time, with or without cause, including if you breach these Terms or engage in conduct that harms PaTran, Operators, or other users.
These Terms shall be governed by and construed in accordance with applicable national and local laws, without regard to conflict of law principles.
You and PaTran agree that any legal dispute, claim, or controversy arising out of or relating to these Terms or your use of the PaTran Platform shall be resolved through final and binding individual arbitration, rather than in court, except where prohibited by law. You agree to waive any right to a jury trial or to participate in a class action lawsuit against PaTran.
This Independent Contractor Agreement ("Agreement") is made effective as of the Effective Date by and between PaTran, doing business as PaTran, and its subsidiaries, representatives, affiliates, officers, and directors (collectively, "PaTran," "we," "us," or "our"), and you, an individual ("Contractor," "you," or "your") (collectively referred to as the "Parties").
IMPORTANT: YOU ACKNOWLEDGE AT THE OUTSET THAT, FOR THE PURPOSES OF CARRYING OUT THIS AGREEMENT, YOU AGREE TO ALL TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. PAY ATTENTION TO SECTION 9, WHICH SETS FORTH THAT WITH CERTAIN EXCEPTIONS YOU AND PaTran MUTUALLY AGREE TO ARBITRATE ANY LEGAL DISPUTES OR CLAIMS THAT MIGHT ARISE BETWEEN YOU. SECTION 9 REQUIRES THAT, EXCEPT AS PROHIBITED BY LAW OR UNLESS YOU OPT-OUT OF THE ARBITRATION PROVISION (AS SET FORTH IN SECTION 9.10), THE PARTIES WILL RESOLVE COVERED DISPUTES OR CLAIMS ON AN INDIVIDUAL BASIS IN AN ARBITRATION PROCEEDING.
By accepting PaTran terms of service you are agreeing to:
1.1 PaTran is a technology company that provides a communications and logistics platform that enables consumers who seek ride-hailing and/or package delivery along pre-registered routes to be matched with independent transport operators interested in providing those services (the "PaTran Platform").
1.2 You are an independent provider of transport and/or delivery services. As the PaTran platform is not available to children (persons under the age of 18), you represent and warrant that you, in your capacity as an individual and/or sole proprietor or in your capacity as an individual owner of a corporate entity, are at least 18 years old and that you have the right, authority, and capacity to enter into and abide by the terms of this Agreement. You are in lawful possession of all equipment, insurance, and licenses necessary to perform the transport and/or delivery services contemplated by this Agreement in accordance with all applicable laws. You desire to enter into this Agreement for the purpose of using the PaTran Platform to obtain business opportunities to perform passenger transport and package delivery services on behalf of consumers.
1.3 PaTran is constantly modifying and improving the PaTran Platform. PaTran may introduce new features, change existing features, or remove features from the PaTran Platform at any time and without notice, subject to the terms of this Agreement. If you provide PaTran with any feedback on or comments regarding the PaTran Platform or your provision of Services under this Agreement, you grant PaTran the right to use such feedback or comments for any purpose without restriction or payment to you.
1.4 The Parties agree that they will act in accordance with the terms of this Agreement.
2.1 From time to time, PaTran may notify you of an opportunity to perform passenger transport and/or delivery services through the PaTran Platform on behalf of consumers (a "Transport/Delivery Opportunity"). If you accept a Transport/Delivery Opportunity, you agree to use the PaTran Platform to transport passengers or retrieve and deliver requested items along pre-registered routes in a safe and timely manner (the "Services").
2.2 You acknowledge that you, as a prerequisite to performing the Services, in your capacity as an individual and/or sole proprietor or in your capacity as an individual owner of a corporate entity, will need to consent to background checks, and continued access to the PaTran Platform is contingent upon passing the background checks and otherwise complying with the terms of this Agreement (and any documents incorporated by reference). After receiving access to the PaTran Platform, PaTran may conduct additional background checks on you, in compliance with applicable law, through its background check provider. PaTran will issue you a username and password so that you can access the PaTran Platform to provide the Services. You agree that only you will use the username and password, as you are the sole authorized user. Nothing in this Agreement should be construed as precluding you from engaging personnel to assist in the provision of Services, as set forth in further detail in Section 4 below.
2.3 You acknowledge that PaTran does not impose any minimum or maximum amount of Services that you are required to provide. Moreover, you are under no obligation to accept any particular Transport/Delivery Opportunity that is offered to you. You are free to accept or reject any Transport/Delivery Opportunity, in your business judgment and discretion. If, however, you do accept a Transport/Delivery Opportunity, then you are contractually obligated to complete it. You further agree to accept liability for any and all damages resulting from your or your Personnel's failure to complete a Transport/Delivery Opportunity in accordance with the terms set forth in this Agreement.
2.4 You agree that there is no minimum or maximum number of Transport/Delivery Opportunities that PaTran will make available to you. You further agree that PaTran does not dictate the time of the performance of the Services.
2.5 If PaTran desires to engage you for any purposes other than or in addition to the Services, and if you agree to such an additional engagement, you and PaTran shall agree upon the specific terms and conditions. However, such terms and conditions shall govern that additional engagement only and shall not modify the terms and conditions governing the Services as set forth in this Agreement. Any disputes or claims arising out of or related to the provision of such additional engagement shall be governed by the Arbitration Provision (including the opt-out option) in Section 9 of this Agreement.
2.6 The Parties acknowledge that the term of this Agreement does not reflect an uninterrupted service arrangement. Each Transport/Delivery Opportunity you accept shall be treated as a separate contractual engagement, with no continuing obligation to provide Services. No Services will be performed without the Parties' mutual agreement.
3.1 PaTran agrees to pay you for the Services within 30 days of performance. PaTran reserves the right to change the rates for payment components at any time, and PaTran will provide you with notice of the changes in advance of your accepting a Transport/Delivery Opportunity through PaTran's App. PaTran does not pay earnings by salary or by an hourly rate.
3.2 For a Transport/Delivery Opportunity that involves passenger ride-hailing and/or package delivery, you will be provided a payment for each trip, which takes into account factors such as distance, estimated time, pre-registered route structure, and any applicable incentive. Payment components are shown in the PaTran App, and you can review the applicable estimated earnings prior to accepting or rejecting a Transport/Delivery Opportunity.
3.3 You understand and agree that if you are dissatisfied with the payment for a particular Transport/Delivery Opportunity, you may negotiate for an increase of that payment with PaTran by contacting Support. PaTran will consider any such request in good faith, but shall not be obligated to remit payment other than as set forth in the PaTran App.
3.4 As a condition of receiving payment, you agree to provide PaTran with your taxpayer identification number and the requisite authorization for required background checks. You shall be responsible for all costs and expenses incurred or necessary in the performance of the Services, including but not limited to phone, parking, vehicle, insurance, and travel expenses.
3.5 You may request that PaTran make earnings payable in your name or in your capacity as a sole proprietorship, trade, or other corporate or business entity.
4.1 Subject to compliance with this Agreement, you will have sole discretion over whether to engage subcontractors or use employees, assistants or helpers (collectively "Personnel") to assist in the provision of Services, and you will be solely responsible for the direction and control of your Personnel. Notwithstanding the foregoing, you remain liable for the performance of the Services by your Personnel, and the engagement of Personnel will not release you from any of your obligations under this Agreement.
4.2 You will require all Personnel performing the Services hereunder to comply with all eligibility requirements set forth in Sections 1 and 2 above. You acknowledge that, as a prerequisite to performing the Services, your Personnel will need to consent to background checks, and continued access to the PaTran Platform is contingent upon passing the background checks and otherwise complying with the terms of this Agreement (and any documents incorporated by reference). Before allowing any Personnel to perform the Services, you agree to make your records demonstrating compliance with the foregoing requirements available to PaTran for verification. PaTran's right to verification herein does not in any way mitigate or reduce your obligation to ensure your Personnel's compliance with the requirements of this Agreement.
4.3 Any Personnel you engage to assist in the provision of Services will need to access the PaTran Platform using their own separate username and password to provide the Services.
4.4 Payment for Transport/Delivery Opportunities accepted by your Personnel will be payable to your Personnel. Payment for Transport/Delivery Opportunities accepted by you that are performed by your Personnel will be payable to you. You assume full responsibility, and PaTran will not be responsible, for the payment of any compensation, benefits and/or expenses to your Personnel (which will be determined in your sole discretion) or for any payment from your Personnel to you, and for any required state and federal income tax withholdings, unemployment insurance, and social security taxes related to subcontractors. Unless required by law, PaTran will not have any withholding obligations with respect to compensation of your Personnel.
4.5 As a condition of performing the Services hereunder, any Personnel performing the Services must execute a separate acknowledgment representing, warranting and agreeing to comply with this Agreement. You agree to provide a copy of such acknowledgement and/or contract between you and your Personnel to PaTran for verification.
4.6 As further set forth in Section 7 below, you agree to indemnify, defend, and hold harmless PaTran, and PaTran's officers, directors, shareholders, employees and agents, and its or their successors and assigns, from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable legal fees and costs, that any of your Personnel may assert against PaTran that result from, or are related to the performance of the Services, by you or your Personnel, including claims for unpaid wages, benefits and/or expenses, whether brought under federal, state or local law.
5.1 You may terminate this Agreement at any time upon written (including email) notice to PaTran. If your termination of this Agreement results in your failure to complete an accepted Transport/Delivery Opportunity in accordance with the terms set forth in this Agreement, you may be subject to liability for any and all damages resulting therefrom.
5.2 PaTran may immediately terminate this Agreement, upon written (including email) notice to you in the event you engage in a material breach of the terms of this Agreement, including, but not limited to, any act that violates PaTran's Guidelines, such as when you:
5.3 PaTran reserves the right to modify the terms of Guidelines from time to time when PaTran determines, in its reasonable and good faith business judgment, it is necessary to do so to ensure the safe and reliable operation of the PaTran platform. Any such modifications shall be effective upon posting on the PaTran Platform, either through the PaTran website or in the PaTran App. Your continued use of the PaTran Platform or performance of Services after any such changes are posted shall constitute your consent to such modifications.
5.4 Notwithstanding anything to the contrary, PaTran may stop providing access to the PaTran Platform, services, or features to you or to users of the PaTran Platform generally when PaTran determines, in its reasonable and good faith business judgment, it is necessary to do so to ensure the safe and reliable operation of the PaTran platform. Additionally, the Parties agree that the contract terminates with no written notice required if either: you do not provide any Services under the Agreement within 45 consecutive days of executing it; or, after you have started to perform Services, you do not provide Services for 75 consecutive days. You understand that upon termination of the Agreement, there is no guarantee of a presentation of a new contract.
6.1 You enter into this Agreement as an independent contractor with a business relationship between you and PaTran. You acknowledge and agree that you operate a business separate and distinct from PaTran, and that both you and PaTran are able to operate your respective businesses without the other. It is understood that in agreeing to provide Services under this Agreement, Contractor shall be acting and shall act at all times as an independent contractor, and not as an employee of PaTran for any purpose whatsoever, including without limitation, for purposes relating to taxes, payments required by statute, or any other withholdings or remittances to any governmental agency or authority. Under no circumstances shall you look to PaTran as your employer, partner, joint venturer, agent, or principal, nor shall this Agreement be construed to establish any such relationship. YOU SHALL NOT BE ENTITLED TO ANY EMPLOYEE BENEFITS ACCORDED TO PaTran'S EMPLOYEES, INCLUDING BUT NOT LIMITED TO, WORKERS' COMPENSATION, DISABILITY INSURANCE, HEALTH INSURANCE, VACATION, OR SICK PAY. You further acknowledge that this Agreement does not create any employer-employee relationship between a third party and yourself, and that you are not entitled to any benefits, including but not limited to, Workers' Compensation coverage, afforded to any employees of a third party.
6.2 PaTran is interested only in the results to be achieved by you under this Agreement. You shall be solely responsible for determining the manner and method of performing all Services under this Agreement, and achieving the desired results, in a lawful and safe manner. PaTran shall have no right to control, oversee, or supervise you in the performance of the Services under this Agreement. Nor shall PaTran have a right to control, oversee, or supervise any Personnel you engage to assist you in the provision of the Services under this Agreement. You acknowledge that PaTran does not provide or require training as to the performance of the Services under this Agreement.
6.3 On a continuing basis, you shall be solely responsible for, and to the extent required by law:
YOU UNDERSTAND THAT PaTran DOES NOT PROVIDE ANY INSURANCE LISTED ABOVE. YOU SHOULD VERIFY WHETHER YOUR AUTOMOBILE INSURANCE COVERS PERFORMANCE OF YOUR SERVICES; NOT ALL INSURANCE POLICIES COVER SUCH SERVICES, AND YOU ARE NOT ENTITLED TO RECEIVE SUCH INSURANCE COVERAGE FROM PaTran. YOU FURTHER UNDERSTAND THAT ITEMS LISTED IN THIS SECTION (FOR EXAMPLE, COMMERCIAL AUTOMOBILE INSURANCE) MAY BE REQUIRED IN YOUR JURISDICTION, AND YOU AGREE THAT IT IS YOUR RESPONSIBILITY TO DETERMINE IF ANY OF THE ABOVE IS REQUIRED. YOU AGREE TO ABIDE WITH ALL APPLICABLE LAWS, STATUTES, AND REGULATIONS AS THEY RELATE TO THIS SECTION.
PaTran shall not be liable for any penalties, levies, fines and/or fees, which may be imposed if such taxes and/or other contributions are not paid by you. You further agree that you shall defend, indemnify, and hold PaTran and its affiliates, and their respective officers, directors, shareholders, employees, agents, successors and permitted assigns thereof harmless for any and all judgments, levies, fines, costs, penalties, assessments or fees associated with such required payments, or with respect to any demand or claim related in any way to any failure to declare, collect, remit, and/or pay on a timely basis all such taxes and related amounts.
6.4 You have no authority to make promises, agreements, or otherwise make commitments on PaTran's behalf.
6.5 Nothing herein will preclude you from providing services to any other business, including a business directly competing with PaTran. You may represent, perform services for, or be employed by, any third persons or companies as you see fit, provided that such services do not hinder the performance of the Services under this Agreement. It is also an express violation of the terms of this Agreement to sign up for the PaTran Platform for the purpose of providing information about PaTran's Platform or its operations to any of PaTran's competitors or for the purpose of providing PaTran's competitors with a competitive advantage against PaTran in any way.
6.6 PaTran does not guarantee the availability of the PaTran Platform. You understand that the PaTran Platform may be unavailable at any time and for any reason. The PaTran Platform may be subject to delays, and PaTran is not responsible for any delays, damages, or losses resulting from the delays.
7.1 You represent and warrant that:
7.2 You agree that you shall and do hereby indemnify, defend, and hold harmless PaTran, and PaTran's officers, directors, shareholders, employees and agents, and its or their successors and assigns, from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable legal fees and costs, that any of the foregoing persons or any other persons may incur or suffer and that result from, or are related to: (a) the performance of the Services, including by you or your Personnel; (b) any breach or failure by you or your Personnel to perform or abide by any of the representations, warranties, and agreements set forth in this Agreement or incorporated by reference; (c) your or your Personnel's violation of any law or the rights of a third party, including a passenger or consumer, as a result of your own or your Personnel's interaction with such third party; (d) any allegation that any materials that you or your Personnel use in carrying out the Services infringe or otherwise violate the copyright, trademark, trade secret, or other rights of any third party; (e) your or your Personnel's ownership, use or operation of a motor vehicle or passenger vehicle, including during your or your Personnel's provision of Services; and/or (f) any other activities in connection with the Services or the actions of your Personnel. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. You agree that PaTran is not responsible for any loss, damage or depreciation that may occur to your or your Personnel's equipment, including but not limited to your or your Personnel's vehicle.
7.3 On a continuing basis, you shall be responsible for:
You agree to provide, upon our request, proof of insurance coverage, valid licenses, valid vehicle registration, and your criminal or driving record, provided PaTran can request this information under applicable law.
7.4 You will be solely responsible for procuring all equipment, supplies, tools, and/or instrumentalities that are necessary to perform the Services and obligations under this Agreement. You agree that while providing Services using the PaTran Platform, you will maintain the latest version of the PaTran App. You agree that by downloading and using the PaTran App, you are bound by any future amendments and additions to information referenced in the PaTran App and the PaTran Application Terms and Conditions, and the ability to continue to use of the PaTran App is consideration for and consent to such changes.
7.5 You agree that you will perform the Services in a competent, safe, and professional manner, in accordance with industry standards, recognizing that the Services are personal to the customer, in order to maximize customer satisfaction and to achieve the results represented to the customer. You understand that the Services you provide to the customer create a direct business relationship between you and the customer. You also agree that repeated cancellation of your commitments to provide the Services results in abuse of the PaTran Platform and constitutes a material breach of this Agreement that may result in termination of the Agreement. You agree to comply with any laws and regulations applicable to the performance of the Services. You further recognize and agree that customer satisfaction in the Services provided to the customer are measured, and repeated customer complaints or feedback is a reason to terminate the Agreement under Section 5, above.
7.6 You agree that the use of customer information (including but not limited to the identity, address, and contact information of customers) is governed by PaTran's Privacy Policy for customers. You agree that you have had the opportunity to review this policy through the link provided. You agree that you will not use customer information in any manner that is inconsistent with the Privacy Policy, and that failure to abide by provision constitutes a material breach of this agreement. In particular, you agree that you will not use the PaTran App to communicate with a customer except to the extent necessary to provide ride-hailing and/or delivery services, choose items, deliver those items, and/or provide updates on the status of a customer order. Further, while you are free to provide your Services through other platforms, you may not solicit customers you connected with or gained information about through the PaTran Platform for your own transport or delivery service, or disclose customer information to any other person or entity. Moreover, you recognize and agree that customer information is Confidential Information governed by Section 8 of this agreement.
7.7 You agree to accept communications from PaTran via the PaTran App, SMS, text message, email, and/or by telephone, and you agree that such communications do not violate the Telephone Consumer Protection Act ("TCPA"), the Telemarketing Sales Rule ("TSR"), any implementing regulations of the TCPA or TSR, or any similar state laws or regulations. You consent to have PaTran call or text message you on any day (inclusive of weekends and holidays) and at any time at the phone number(s) you have directly or indirectly provided to PaTran, and to the use of an autodialer or a prerecorded or artificial voice to deliver a message, in connection with your use of the PaTran Platform, or for any other purposes including but not limited to telemarketing purposes. In addition, you consent to have PaTran call or text message you through the PaTran App on the wireless telephone that you have elected to use to download and host the PaTran App, and to the use of an autodialer or a prerecorded or artificial voice to deliver a message for any purposes, including but not limited to telemarketing purposes. This consent is not required to be provided as a condition of purchasing any property, goods, or services. This consent is part of the bargained for exchange in this contract and may not be revoked while this Agreement is in effect. You agree that telephone calls between you and PaTran or its agents or partners may be recorded and that you hereby consent to any such recording. You agree not to use PaTran customer contact information for any purpose other than provision of the Services. You further agree to comply with the TCPA, TSR, and any implementing regulations of the TCPA and TSR, as well as any similar state laws in communicating with PaTran customers.
7.8 You agree that, if you accept a Transport/Delivery Opportunity that includes an alcohol or age-restricted purchase, you are solely responsible for ensuring compliance with all federal, state, and local laws and guidance, including but not limited to ensuring that the individual accepting the order has a valid identification, meets the minimum legal age requirement, and is not visibly intoxicated.
7.9 You agree that, if you accept a Transport/Delivery Opportunity that includes an item that needs to maintain either a hot or cold temperature, you will ensure compliance with all federal, state, and local laws and guidance and deliver the item in a manner that ensures the health and safety of the customer. You further agree that you will lawfully acquire any equipment, including but not limited to insulated bags, needed to perform the Services.
8.1 During the course of your relationship with PaTran, you may have access to and/or become acquainted with confidential, proprietary, and/or trade secret information of PaTran and/or its customers (collectively, "Confidential Information"), which is valuable to PaTran. Confidential Information includes any and all information relating in any manner to the business, including but not limited to aspects of its technology platform, which includes the PaTran App. Confidential Information further includes any and all information relating in any manner to the business of PaTran's clients, as applicable, and its and their consultants, customers, clients, and business associates, which is not known generally to the public. Confidential Information also includes, but is not limited to, PaTran's business practices or operations, trade secrets, client or vendor lists, client information, customer lists, and customer information (including but not limited to the identity, address, and contact information of customers), contracts, agreements, accounting or financial information, pricing information, business plans and data, formulae, technical know-how, processes, methods, techniques, procedures, software, databases, marketing strategies and data, pending projects and proposals, programs, designs, drawings, diagrams, test data, research and other such information of a confidential nature regardless of whether furnished before or after the date of execution of this Agreement, whether oral or written, and regardless of the form of communication or the manner in which it is furnished and all analyses, compilations, data, studies, notes, interpretations, memoranda, extracts, or other documents prepared by PaTran containing or based in whole or in part on any such furnished information. You specifically agree that all Confidential Information shall be treated as confidential without regard to whether any specific item of information or material has been labeled "Confidential," "Secret," or "Trade Secret," or any similar designation. Confidential Information does not include, however, information that you can show by documentary evidence: (i) is or has become generally available to the public through no wrongful act of your own; or (ii) has been independently acquired or developed by you without violating any of your obligations under any agreement with PaTran, any agreement with a third party, or applicable law.
8.2 You: (i) will hold and maintain all Confidential Information in the strictest confidence; (ii) agree not to copy, reproduce, or create derivative works relating in any way to PaTran's technology platform, including its PaTran App; (iii) except as reasonably necessary to perform the Services or as authorized in writing by PaTran, will not at any time, whether during or subsequent to the term of this Agreement, in any fashion, form or manner, either directly or indirectly, use, divulge, disclose, or communicate any Confidential Information to any person, firm, corporation, or entity in any manner whatsoever; and (iv) shall require, and ensure that its directors, officers, employees, agents, and permitted subcontractors who may receive Confidential Information maintain the same in strict confidence and not use or disclose the information except as permitted under this Agreement. You further agree specifically that you will keep secret from any person or entity all Confidential Information learned, transmitted, or otherwise obtained by you, including but not limited to Confidential Information about PaTran and its operations. You acknowledge that further customer-specific compliance requirements may be applicable and enforceable against you. Except for the purpose of providing the Services, at no time will you turn over your username or password to the PaTran App to any third party.
8.3 You agree that all drawings, memorandums, invoices, diaries, project books, notebooks, sketches, reports, manuals, computer programs, computer files, screenshots, and any other materials in any manner and in any medium affecting, recording, or relating to PaTran's Confidential Information shall at all times be and remain PaTran's sole property, and shall not be removed from PaTran's premises under any circumstances whatsoever without PaTran's prior written consent, except when (and only for the period) necessary to carry out the Services hereunder, and if removed shall be immediately returned to PaTran upon termination of this Agreement, and no copies shall be kept by you. Upon PaTran's request, you will provide a truthful declaration to PaTran certifying that all Confidential Information and all copies thereof have been delivered to PaTran, and deleted from your computers, laptops, telephones, or other electronic or recording device.
8.4 If you are required by applicable law or regulation or by legal process to disclose any Confidential Information, you will immediately notify PaTran in writing prior to making any such disclosure and assist PaTran in seeking a protective order or other appropriate remedy. You further agree that if PaTran is not successful in precluding the requesting legal body from reviewing the Confidential Information, you will furnish only that portion of the Confidential Information that is legally required and will exercise your best efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information.
8.5 The restrictions placed upon you in this Section will survive the termination of this Agreement and continue in perpetuity. You agree that any breach of any term of this Section is a material breach of this Agreement.
8.6 You acknowledge that PaTran protects information of its Contractors as set forth in its Privacy Policy, which you acknowledge you have had the opportunity to review.
9.1 Intent to Arbitrate. You and PaTran agree to first attempt to resolve any disputes or claims amicably by providing 30 days written notice prior to filing any such dispute or claim. If the dispute or claim is not resolved amicably, and except as otherwise provided in this Arbitration Provision, you and PaTran agree that to the fullest extent permitted by law, ANY AND ALL DISPUTES OR CLAIMS BETWEEN YOU AND PaTran shall be exclusively resolved by final and binding arbitration by a neutral arbitrator, including without limitation any and all disputes or claims BETWEEN YOU AND PaTran, whether in contract, tort, or otherwise, relating to the formation (including unconscionability and invalidity), existence, breach, termination, interpretation, enforcement, validity, scope, and applicability of the Agreement, or the Services agreed to herein, or any claim on any basis under federal, state, or local law, which could otherwise be heard before any court of competent jurisdiction.
By signing this Agreement, and unless otherwise stated in this Arbitration Provision, you and PaTran hereby waive their right to have any covered dispute, claim, or controversy decided by a judge or jury in a court. You and PaTran also understand and agree that PaTran's business and your Services involve commerce under the Federal Arbitration Act. You and PaTran expressly agree that this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) even in the event PaTran and/or you are otherwise exempted from the FAA. Any disputes or claims in this regard shall be resolved exclusively by an arbitrator. In the event, but only in the event, there is a final determination by a court of competent jurisdiction that the FAA does not apply, the state law governing arbitration agreements in the state in which you provide the majority of your Services shall apply. You and PaTran anticipate that by entering into this Arbitration Provision, they will gain the benefits of a speedy and less expensive dispute resolution procedure. This Arbitration Provision shall encompass all disputes and claims that PaTran may have against you, or that you may have against PaTran and/or any of its officers, directors, employees, owners, agents, representatives, benefit plans, sponsors, fiduciaries, parents, subsidiaries, or affiliated entities (each of which may enforce this Arbitration Provision as a third party beneficiary) arising out of or relating to this Agreement, your classification as an independent contractor, or the Services performed by you. Subject to the limitations set forth in Section 9.6, you and PaTran agree that any third party partners at or in whose premises the Services under this Agreement may be performed, as well as any consumer reporting agency responsible for providing background check services of you, are intended third party beneficiaries of this Arbitration Provision. For additional clarity, by signing this Agreement, you and PaTran hereby expressly waive, to the extent permitted by applicable law, their right to have any dispute or claim resolved by a court unless specifically set out herein.
9.2 Delegation. Except as this Arbitration Provision otherwise provides, the arbitrability of any dispute between you and PaTran, including whether or to what extent all or part of this Arbitration Provision is invalid, unconscionable, or otherwise unenforceable, and whether a dispute, claim, or controversy is subject to arbitration, is a decision that will be submitted exclusively to the arbitrator, and will not be decided by any federal or state court. You and PaTran intend this delegation clause to be clear and unmistakable evidence of your and PaTran's agreement to delegate these issues to the arbitrator, subject to the exceptions stated in the Sections 9.4 and 9.5, which set forth that this delegation clause shall not apply to the Waiver of Class Action Claims and Waiver of Representative Action Claims.
9.3 Covered Claims. Except as otherwise provided in this Arbitration Provision, the disputes and claims covered by this Arbitration Provision include any and all disputes and claims BETWEEN YOU AND PaTran arising out of or relating to this Agreement, your classification as an independent contractor, or the Services performed under this Agreement, which could otherwise be heard before a court of competent jurisdiction (a "Claim"), including but not limited to disputes or claims related to allegations of wrongful termination; breach of any contract or covenant, express or implied; breach of any duty owed to you by PaTran or to PaTran by you; personal, physical or emotional injury; fraud, misrepresentation, defamation, and any other tort claims; compensation due; penalties; benefits; reimbursement of expenses; discrimination or harassment; retaliation; violation of any local, state, or federal constitution, statute, law, ordinance or regulation.
9.4 Waiver of Class Action Claims. By signing this Agreement, PaTran and you agree that each may bring and pursue claims against the other only in their individual capacities, and may not bring, pursue or act as a plaintiff, class representative, or class member in any purported class or collective proceeding or action.
9.5 Waiver of Representative Action Claims. By signing this Agreement, PaTran and you agree that each may bring and pursue claims against the other only in their individual capacities, and may not bring, pursue or act as a plaintiff or representative in any purported representative proceeding or action or otherwise participate in any such representative proceeding or action.
9.6 Claims Not Covered. This Arbitration Provision does not apply to litigation between you (as a party or class member) and PaTran pending in a state or federal court or arbitration as of the date of your receipt of this Agreement.
9.7 Arbitration Procedures and Location. Any arbitration shall be conducted before one neutral arbitrator selected by the Parties under standard administered arbitration rules. The arbitration shall be held in the United States county where you live or perform Services or in any other location you and PaTran mutually agree upon in writing.
9.8 Arbitration Fees, Attorney's Fees, and Costs. Payment of filing, administration, and arbitrator fees will be governed by the applicable arbitration rules and the laws of the jurisdiction in which you performed Services. Each party shall pay its own costs and attorney's fees, subject to the arbitrator's ability to award costs and attorney's fees to the extent permitted by law.
9.9 Awards. The arbitrator is authorized to award only those remedies or relief available under applicable law and that the arbitrator deems just and equitable. The decision of the arbitrator shall be in writing and shall provide the findings of fact and conclusions of law supporting the award.
9.10 (a) Opt-Out for Arbitration Provision. You have 30 calendar days from the date you sign this Agreement to opt-out of the Arbitration Provision.
PaTran's total liability, whether arising due to breach of contract, tort (including negligence), breach of statutory duty or for any other reason shall be limited in aggregate to 100% of the Service Fees paid and payable to you on the date such liability arises. PaTran will not be liable for loss of goodwill, lost opportunities or profits, anticipated amount of business, expenditures, investments, leases, or commitments made by you in connection with the platform or otherwise. Except for your indemnity obligations and any liability arising out of your breach of confidentiality terms, NEITHER PARTY WILL BE LIABLE UNDER ANY CIRCUMSTANCES FOR CONSEQUENTIAL, SPECIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND.
Except as explicitly provided in Section 9.10, any notices to PaTran shall be given by certified mail, postage prepaid and return receipt requested to PaTran Legal Team. Any notices to you shall be provided through the PaTran App or given via the email address you provided to PaTran, and such notice shall be deemed given immediately upon sending.
This Agreement is intended to bind and inure to the benefit of and be enforceable by PaTran, you, and our respective heirs, successors and assigns, except that you may not assign your rights or delegate your duties or obligations hereunder without the prior written consent of PaTran.
Except as explicitly set forth in Section 9.4 and 9.5, in the event that any provision of this Agreement is held to be illegal, invalid, void, null, or unenforceable, the remainder of the Agreement shall remain in full force and effect.
13.1 The Agreement can only be revoked or modified in writing signed by both Parties that specifically states an intent to revoke or modify this Agreement. This Agreement shall constitute the entire agreement and understanding between the Parties.
By executing this Agreement, the Parties represent that they have been given the opportunity to fully review, comprehend, and negotiate the terms of this Agreement.
This Agreement shall be governed by and construed in accordance with the applicable local and national laws; however, the Parties agree that the Arbitration Provision is governed by the Federal Arbitration Act as provided in Section 9.1.
Except to the extent that you opt-out of the Arbitration Provision in this Agreement, this Agreement supersedes any and all other agreements between you and PaTran, whether oral or in writing.
The Effective Date of this Agreement is the date upon which you sign.