Effective: October 1, 2023
1. Contractual Relationship
These Terms of Website/Application Use (“Terms”) govern your access or use of the applications, websites, mobile applications, content, products, and services by Ivee, LLC or any parent, subsidiary or affiliate thereof (collectively, “Ivee”). PLE
Trademark Licenses and Restrictions.
1.1. Trademark and Creative License. Subject to the terms and conditions of this Agreement, the Client stated on the Membership Order (“Client”), hereby grants to Ivee, LLC, a Delaware limited liability Company (“IVEE”), a nonexclusive, nontransferable, worldwide license, during the term of this Agreement, to reproduce and display, solely for use in the Membership Period, the Client’s trademarks and logos, and all creative and other materials provided by Client in connection with the Membership Period, whether the foregoing are owned or licensed by Client, or a third party (“Membership Period Materials”). Client hereby represents and warrants to IVEE that Client has all necessary rights to grant the foregoing license.
1.2. Use; Restrictions.
Client shall use reasonable efforts to assure that materials provided IVEE are materially accurate and not misleading or otherwise in violation of applicable industry standards or law. IVEE expressly reserves the right to refuse any advertising creative or other materials in its sole and absolute discretion. Client grants Ivee permission to use its Trademarks or logos for case studies and other promotional material. Ivee shall use the Trademarks in accordance with the Trademark and branding guidelines provided to IVEE by Client.
1.3. Indemnification. Client hereby indemnifies and holds harmless IVEE, its officers, directors, employees, affiliates, and agents, from and against any third party claim that the Membership Period Materials infringes upon any intellectual property right of any third party, or is otherwise objectionable, inaccurate, misleading, or otherwise violates the rights of any third party or applicable law (a “Claim”), and any debts, liabilities, costs, or expenses (including without limitation reasonable legal fees and expenses) arising therefrom or related thereto.
1.4. Placement. Ivee may fulfill its placement of the Membership Period Materials pursuant to the Membership Order using the Ivee Tech Network. The “Ivee Tech Network” means (a) Ivee’s in-vehicle devices and ride-hail passengers’ mobile devices using the Ivee mobile app and (b) Ivee’s network of in-vehicle ride-hail partners.
- Payments.
2.1. Terms. Client shall pay IVEE all fees, expenses, and other amounts described in the Membership Order, by the dates and method of payment stated on the Membership Order.
2.2. Remedies. Time is of the essence regarding all payments due hereunder, and IVEE may, in addition to any other remedy available, suspend the Membership Period or delay the Launch Date, if any amount is past due from Client for more than five (5) business days. Interest shall accrue on amounts past due beyond 30 days at a rate equal to the lesser of 15% per annum or the highest amount allowed by applicable law. Client shall be responsible for IVEE’s reasonable costs and expenses of collecting any amounts past due, including without limitation reasonable attorney’s fees and expenses.
- Term and Termination.
3.1. Term. This Agreement shall commence on the Effective Date of the Membership Order (as stated thereon) and terminate upon the Membership Period End Date, unless earlier terminated as provided herein. Notwithstanding the foregoing, each party’s obligations hereunder that are continuing in nature shall survive and remain in full force and effect after any termination of this Agreement.
3.2 Termination. Unless otherwise specified in the Membership Order, either party may terminate this Agreement by written notice to the other party before the Cancellation Deadline specified in the Membership Order, provided, however, that if Client terminates this Agreement the Required Deposit is non-refundable. After the Cancellation Deadline, if IVEE terminates this Agreement its sole liability and obligation will be to refund the Required Deposit to Client; and if Client terminates this Agreement Client shall owe the Total Fee as set forth on the Membership Order. Either party may, upon material breach hereof by the other party, terminate this Agreement on five (5) days prior written notice if the breaching party fails to remedy such breach by the expiration of such period. Upon termination of this Agreement, all licenses granted pursuant to this Agreement (including all trademark licenses) shall terminate. In no event will IVEE be responsible or liable to Client for any cancellation fees accrued by Client, its partners, customers, affiliates, or subcontractors due to any termination of this Agreement.
- Confidential Information. Each party understands and acknowledges that any data or information, whether oral, electronic, or written, that relates to the other party’s research, development or business activities, and the financial and other terms of this Agreement (collectively, “Confidential Information”), represent valuable confidential information of the other party. Each party agrees (i) not to disclose any Confidential Information of the other party to any third party, except as authorized in this Agreement, and (ii) to protect all Confidential Information of the other party from unauthorized disclosure by its directors, owners, officers, employees, consultants or agents. Each party’s obligations under this section shall not apply to any information which (a) is or becomes publicly known or made generally available in the public domain through no action or inaction of the receiving party; (b) is already in the possession of the receiving party at the time of disclosure by the disclosing party;
(c) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. A receiving party may disclose Confidential Information of the other party to the extent required to be disclosed by law, provided that the receiving party shall give the disclosing party written notice of such requirement prior to such disclosure so that the disclosing party may seek a protective order or other appropriate relief. The obligations of this section shall continue for a period of two years after the date of the termination of this Agreement.
- Warranties and Disclaimers.
5.1. Warranties. Each party represents and warrants to the other party that (i) it has the full power and authority to enter into this Agreement and to carry out its obligations set forth herein; (ii) it owns, or has all necessary licenses to, its and any third party’s trademarks, logos, creative, and other materials provided by such party hereunder; (iii) it has no other agreements or commitments that conflict with its obligations under this Agreement; (iv) it will comply with all applicable laws, ordinances, rules and regulations of the federal and state governments, and regulatory authorities thereof; and (v) the use, reproduction, distribution, or transmission of the trademarks, logos, creative, and other materials provided by such party hereunder will not violate any civil or criminal laws, rules or regulations.
5.2. Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, (I) BOTH PARTIES AGREE THAT ALL SERVICES DESCRIBED IN THIS AGREEMENT ARE PROVIDED AS IS AND (II) IVEE HEREBY DISCLAIMS ALL OTHER WARRANTIES, WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABTLITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
- Limitation of Liability. IN NO EVENT WILL IVEE BE LIABLE TO OR END-CLIENT FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, REGARDLESS OF WHETHER SUCH PARTY KNEW OR HAD REASON TO KNOW OF THE LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT WILL IVEE’S AGGREGATE LIABILITY TO AGENCY OR END-CLIENT FOR ANY AND ALL CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR OTHER LEGAL THEORY, EXCEED AN AMOUNT EQUAL TO THE FEES PAID TO IVEE BY AGENCY UNDER THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE UNDER THIS AGREEMENT BY REASON OF ANY FAILURE OR DELAY IN THE PERFORMANCE OF ITS NON-PAYMENT OBLIGATIONS ON ACCOUNT OF STRIKES, SHORTAGES, RIOTS, INSURRECTION, FIRES, FLOOD, STORM, EXPLOSIONS, ACTS OF GOD, TERRORISM, WAR, GOVERNMENTAL ACTION, LABOR CONDITIONS, EARTHQUAKES, OR ANY OTHER CAUSE WHICH IS BEYOND ITS REASONABLE CONTROL.
7. General. IVEE and Client acknowledge and agree that their relationship is that of independent contractors. Neither Client nor IVEE shall in any way represent itself as a partner, joint venture, agent, employee or general representative of the other party. There are no third-party beneficiaries hereof, except with respect to named indemnified parties herein. Except when expressly stated that email is acceptable, notices shall be in writing and delivered to the other at the respective addresses set forth on the Membership Order, by prepaid overnight courier, registered or certified mail, or facsimile with receipt confirmed, and shall be deemed to be received on day after dispatch by courier, on the 4th business day after mailing, or if by facsimile, upon transmission. This Agreement (and any documents incorporated herein by reference) constitutes the entire agreement between the parties hereto and contains all of the agreements between said parties with respect to the subject matter hereof. This Agreement supersedes any and all prior agreements, either oral or in writing, between the parties with respect to the subject matter hereof. This Agreement shall not be changed, modified or amended except by a writing executed by both parties. This Agreement may not be assigned by a party without the prior written consent of the other party; provided however, that either party may assign this Agreement without such consent in connection with a merger, reorganization, or sale of all or substantially all of a party’s assets or voting securities. This Agreement shall be governed and construed in accordance with the laws of the State of Illinois without respect to conflict of laws principles. Client and IVEE irrevocably agree to the exclusive jurisdiction of the federal and state courts located in the State of Illinois, County of Cook. This Agreement may be executed in counterparts and all such executed documents (including facsimiles) when taken together shall have the same force and effect as a single document. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors and permitted assigns. If any section, provision, term or clause of this Agreement shall be found to be invalid or unenforceable, such section, provision, term or clause may be modified or severed from this Agreement to the extent necessary to make such provision enforceable consistent with the remainder of this Agreement. The failure of either party to insist upon strict performance of any of the provisions contained in this Agreement shall in no way constitute a waiver of its rights as set forth in this Agreement, at law or in equity, or a waiver of any other provision(s) or subsequent default by the other party in the performance of or compliance with any of the terms and conditions set forth in this Agreement.