This Terms of Service Agreement (the "Agreement") is a legal agreement that governs your relationship with Limos.com, LLC and use of the limos.com website and the related website limousinesonline.com (such two sites being collectively referred to herein as the Sites and the services available on such Sites being referred to herein as the "Services"). If you do not agree to this Agreement, please do not use the Services. In addition to the terms and conditions in this Agreement, users may be asked to agree to additional terms when using different parts of our Sites. The terms and conditions of this Agreement, along with such additional terms and conditions, will be referred to as the "Terms". Limos.com reserves the right, at its discretion, to change, modify, add, or remove portions of any of the Terms at any time. Please check the Terms periodically for changes. Your use of the Service after such Terms are posted will mean that you accept such Terms.
In this Agreement, we will refer to you, the member Limousine Service Partner, and all of your d/b/a's, affiliates, agents, employees, representatives and subcontractors as "you" or "SP" and to Limos.com, LLC and its employees and agents as "we" or "us" or "Limos.com." References herein to the Limos.com web site include any and all web sites now, or hereafter, owned or operated by Limos.com.
a. Limos.com receives requests from its customers ("Customers") for certain services. In turn, Limos.com may send you a communication about such Customer's expressed service request need (a "Lead"). We may also send your contact information to the Customer. The information we provide about you will be based on the information you submit to us on our Sites (which you may amend from time to time) and Customer Ratings & Reviews, and may be amended by Limos.com from time to time. Leads may also be sent to other member SP's based on the category of the Customer request.
b. We have different tiers of SP's so that you can distinguish your business, including Limos.com "Certified", which is a Member that has received sufficient positive Customer Ratings & Reviews, and has met certain other criteria specified by Limos.com. We limit the number of SP's that are displayed to a Customer. We do not guarantee to provide you any specific number of Leads, nor do we make guarantees, representations or warranties regarding a Customer's level of interest, their desire to have work completed, their ability to pay you, the accuracy of the information provided by the Customers, or that any Customers will hire you to perform services, nor do we guarantee that you will successfully contact each Customer. We are not involved in, nor do we have any responsibility for your contracts with Customers, their creditworthiness, or any payments to you or any disputes they may have with you or you may have with them. Limos.com is free to contract with other SP's as this is not an exclusive contract.
d. We provide Customers with the ability to rate their experience working with you via Customer Ratings & Reviews.
e. Limos.com shall provide for the hosting of the SP profile page and all other pages relating to the Services as part of the Services. However, SP is solely responsible for all content provided by SP that appears on SP's web page and the Services. Customers will be able to complete a service request on the SP web page. A submission of a service request by a Customer on SP's web page or via a telephone call to Limos.com shall constitute a Lead.
a. You are licensed, qualified and capable of performing the limousine or other services you have provided to us or selected via the Sites or otherwise (including but not limited to including vehicles, airports served, service types and service areas) and any subsequent updates you provide to us.
b. You are, and at all times will be, properly and fully licensed*, bonded and insured (at levels in accordance with applicable governmental, regulatory and industry standards) under all applicable laws and trade regulations (and upon request will produce documentation to verify this). Further you agree that you have not been turned down for insurance coverage related to your provision of services. You will notify us promptly of any such changes to your licensing, bonding or insured status. *If you or your company are operating under a license with special restrictions you agree and represent that you will at all times operate within the guidelines as specified by such restrictions.
c. You will comply with the Limos.com membership requirements as specified from time to time, including any required insurance coverage. Each applicant to Limos.com must complete and submit a membership application. Upon receipt of the application, Limos.com will notify the company when and if its application has been activated. If a limousine company's application for membership of the Sitess is accepted, the company will be admitted into the Services once the company has filled out all required information in the SP member area, Ground Control, including loading your SP account with a positive account balance.
d. You hereby represent that you, any predecessor entities of your company, any other majority shareholders, partners or members, and your company, are free from any (i) bankruptcies, civil legal judgments within the last 3 years, and (ii) felony criminal convictions, OR you have provided Limos.com with an accurate and truthful written statement detailing any exceptions. If at any time during your membership with Limos.com you, any predecessor entities of your company, any other majority shareholders, partners or members or your company, should file for bankruptcy or be involved in bankruptcy proceedings, have a civil legal judgment entered against such party or a felony conviction entered against such party, you will promptly notify Limos.com. You further represent that you have not been sanctioned or penalized by any governmental authorities in connection with your provision of services to any of your customers, and that you have not been denied membership to (or had your membership revoked from) any professional industry associations. You authorize Limos.com to verify that all of the above representations are truthful and accurate.
e. You represent and warrant that you will perform your services for Customers in a good and workmanlike manner consistent with the highest industry standards. You will cooperate with us if we attempt to facilitate the resolution of any Customer complaints between you and your Customers; however we are not liable to you or any Customer if such matters cannot be resolved. We reserve the right to charge you for any amounts paid to a Customer based upon your performance of or failure to perform services for a Customer, and you agree to reimburse us for any such payments. You agree that we shall have the right to disclose any information we have regarding you and your company to any authorities requesting information from us regarding any work or services you have performed.
f. If you provide written comments or testimonials about our service or activities, you agree that we shall have sole ownership of any and all intellectual property rights in such comments or testimonials, and that we may post and publish your comments or portions thereof at our sole discretion on our Sites or in marketing materials including your name and company or agency, and that you shall not be entitled to any payments associated with our use of the foregoing. You hereby authorize us to use your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, content including photographs, in the form or format that you supply to us or that you upload to our Sites, for use and posting on our Sites and for use in marketing materials to be presented to Customers in online postings, via emails or otherwise to help promote you or your services, and that you shall not be entitled to any payments associated with our use of the foregoing. Limos.com reserves the right, in its sole discretion, to review, reject and remove any content that you upload to the Limos.com Sites or your company profile. You further represent that you have all necessary rights to display any of the logos, service marks, trademarks, and any other content that you upload to our Sites, and you represent that your uploading for display of any such content, and the use by Limos.com of such content as contemplated by this Agreement, shall not violate any third party's intellectual property rights. If there are any limitations or restrictions pertaining to the use or presentation of such logos, trade or service marks, it shall be your responsibility to provide us in writing with any such restrictions or limitations of use. If expressly authorized by us in writing in advance, you may be authorized during the term of this Agreement to use certain marks of Limos.com as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names of Limos.com.
g. You acknowledge and agree that all of the content and information posted on the Sites, including but not limited to SP profiles, screening information, and Customer Ratings & Reviews for all Limos.com SP members (excluding any logos or trademarked materials, or other intellectual property of SP's provided by SP's), is the sole and exclusive property of Limos.com. You acknowledge and agree that you have no right to reproduce, post, publish, display or otherwise use any Customer Ratings & Reviews (including those relating to you and your business), or any other content posted on the Sites, other than content provided directly by you. You acknowledge that a violation of the foregoing could result in significant damages, and you agree that you are liable to Limos.com for any such damages, and will indemnify Limos.com in the event of any third party claims against Limos.com based on or arising from your violation of the foregoing. You acknowledge and agree that Limos.com has the right, in its sole discretion, to contact Customers about services you provide to gain their feedback and rating of you, and to display such Customer Ratings and Reviews on our Sites. Limos.com is not responsible or liable to you for any comments, ratings or communications of any kind from Customers that we choose to post on our Sites.
h. You will not engage in any illegal acts or acts of wrongdoing, dishonesty or unethical business practices with Limos.com, any Customer or other third party, including, but not limited to, (i) incorporating any fee in a Customer's bill for any fees paid to Limos.com, (ii) charging Limos.com Customers any more than your other Customers, or (iii) disclosing any user personal information to any third party. You will at all times be in full compliance with all applicable Federal, State, Provincial, local and other laws and regulations that apply to your activities. YOU ACKNOWLEDGE AND AGREE THAT TO KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A LIMOS.COM SERVICE LEAD (OR THE INFORMATION CONTAINED THERIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IS A VERY SERIOUS BREACH OF CONTRACT AND FRAUDULENT MATTER THAT COULD RESULT IN INVASION OF PRIVACY RIGHTS OF OTHERS, SIGNIFICANT COSTS AND DAMAGES TO OTHERS AND TO LIMOS.COM AND OTHER SP MEMBERS. RESPONDING TO SUCH A VIOLATION WOULD ALSO RESULT IN THE LOSS OF TIME, EFFORT ON THE PART OF LIMOS.COM. THERE ALSO MAY BE REGULATORY FINES AND PENALTIES IMPOSED FOR CONTACTING CONSUMERS AND BUSINESSES IN A MANNER NOT IN ACCORDANCE WITH APPLICABLE LAWS AND REGULATIONS INCLUDING BUT NOT LIMITED TO FEDERAL STATE AND PROVINCIAL DO-NOT-CALL REGULATIONS AND FEDERAL STATE AND PROVINCIAL ANTI-SPAM REGULATIONS. ACCORDINGLY, IF YOU KNOWINGLY SHARE, DISTRIBUTE, TRANSFER, OR SELL A LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE TO FULLY INDEMNIFY AND BE LIABLE TO LIMOS.COM, AS SET FORTH IN SECTION IV BELOW, FOR ALL THE DAMAGES, WHETHER DIRECT OR INDIRECT, PUNITIVE AND CONSEQUENTIAL, AND ANY REGULATORY OR JUDICIAL FINES OR PENALTIES THAT MAY ARISE FROM SUCH ACTIVITIES.
i. You agree to allow only employees of your company or independent contractors performing services directly on behalf of your business to contact or provide any service to Customers you learn of via a Lead. To the extent you use any such subcontractors, you shall be responsible and liable for all acts and omissions of such subcontractors and for ensuring that such subcontractors comply with all the provisions of Section II of this Agreement. You agree not to sell, trade, gift, assign, or otherwise transfer any Leads provided by Limos.com to any other party, including any other Limos.com SP's. Furthermore, all SP's must have a garage location or base of operations within the service area you establish on our Site. You must have a local address and a local telephone within such service area. Nationwide/worldwide companies must open multiple accounts with their satellite offices local addresses and local numbers. Limos.com does not list centralized, brokering clearinghouses or reservation centers unless the locality requirements are met above.
j. Manager Accounts and Sub-Accounts (if applicable): If you elect, and are eligible, to become a Manager Account, and you meet the applicable Limos.com requirements, you may assign a Lead (that you do not personally take and contact) to a pre-designated employee or agent such as a sub-contractor or agent working under your direct supervision (a "Sub-Account Agent"), which Sub-Account Agent must be registered and approved as an SP in our system prior to being eligible to receive any Leads. You may assign a Lead to the Sub-Account Agent, such that only one of your Sub-Account Agents (and not you, except for the sole purpose of introducing the Sub-Account Agent to the Customer) will ever contact the Customer relating to such Lead. You, as Manager, are not allowed to contact a Lead and then transfer the Lead to a Sub-Account Agent, or transfer the Lead to a Sub-Account Agent and then separately contact the Lead (for example to re-pitch, retrieve or try to salvage the Customer). Any Sub-Account agent that receives a Lead from a Manager Account may not transfer, sell, share or distribute such Lead in any way to any other parties whatsoever, including but not limited to office-mates or any other Sub-Account agents working with for the same or other Manager Accounts, or back to the Manager Account (and you, as Manager, agree to insure that Sub-Account Agents comply with this restriction). You hereby acknowledge and agree that you are liable for all of the actions, and failures to act, of your Sub-Account Agents, including any misuse by your Sub-Account Agents of a Lead (i.e. sale, unauthorized transfer, exchange, disclosure of confidential user information to a third party), and any breach of this Agreement by your Sub-Account Agents shall entitle us, in addition to our right to terminate this Agreement and any of your Sub-Agent Accounts, to seek damages (including without limitation any attorney's fees, court costs, expenses, and interest) from you, including but not limited to injunctive relief and any damages incurred due to any breach of a Customer's privacy. In addition, your indemnification obligations under this Agreement apply to the acts, or failures to act, of your Sub-Account Agents, as if such acts, or failures to act, had been committed by you.
a. Limos.com Fees: You agree to be bound by the Limos.com billing plan ("Billing Plan") provisions (all fees are stated and payable in US dollars) for any and all Leads presented to you. You will pay Limos.com any other applicable non-refundable fees which include: (i) Lead Fees of $0.99 (99 cents); (ii) optional Smart Start or other enhanced account set up and maintenance services; (iii) an Administrative Fee of $5 if you need to re-activate your account from a zero balance; and (iv) any other applicable fees which you agree to in advance. There are no activation fees, minimum volumes, or minimum length of term for your Limos.com account. Note: As of October 1, 2008, Limos.com no longer charges Annual Fees. If you paid an Annual Fee in the year prior to this change and maintained your account uninterrupted in good standing, we will credit a pro-rata portion of your Annual Fee to your account to be used as a positive account balance for payment of your Lead Fees.
b. Billing Plans: Limos.com's billing system requires you to pay in advance of receiving any Services (a pre-paid account system). As you accrue charges, we deduct the cost from your pre-paid balance. To maintain your positive account balance, you agree that we may automatically charge your credit/debit card a "Reload" amount when your prepaid balance falls below a minimum level, the "Reload Trigger" under one of the plans described below. Limos.com has a minimum Reload amount of US $99 and Reload Trigger of US $25.
We offer two payment plan options:
1.Auto-Managed Plan: The "Auto-Managed Plan" maintains your account balance based on your actual account activity. In this plan your Reload will equal your previous 14 days of actual charges minus your current account balance. Your Reload Trigger will equal to your previous 7 days of actual charges or estimated charges. New Limos.com members (with no account history) will have an initial Reload set at $99 and Reload Trigger at $25. On your first Reload, the system will estimate your new Reload and Reload Triggers. All SP's start in the "Auto-Managed Plan" by default.
2.Self-Managed Plan: In the "Self-Managed Plan" you set your preferred Reload and Reload Trigger and you can adjust them in the "Billing" section of your account. You can change to the Self-Managed Plan (see below) by logging into the in the Billing section of your account.
c. Positive Account Balance Required: If your prepaid balance becomes zero or negative, your account will be immediately inactivated and all Services stopped. You agree to waive all interest or benefits, if any, that may accrue on any prepaid balances to your account. Failure to maintain the required balance or properly maintain your account may result in an Administrative Fee to restart your Services or closure of your account.
d. Termination: If you wish to terminate this Agreement, you may provide us notice via email to firstname.lastname@example.org or calling 877-404-0592. Upon termination your account balance will be refunded to you within thirty (30) days without interest by check or credit card, less any amounts owed on our account. Following any termination, you remain responsible for payments owed under this Agreement. If your account balance is insufficient to cover outstanding charges, you will remain liable for all such amounts. If such unpaid charges are not promptly remitted, you may become liable for additional service charges, fines, or penalties, in accordance with applicable law and you may be subject to collection actions for any unpaid balance as provided in these Terms.
e. You acknowledge that it is your responsibility to ensure that the communication methods that you have selected in your Limos.com profile are kept up-to-date and accurate. Limos.com is not responsible, or liable, for undelivered Customer notifications. If your account information is lost or stolen or you suspect that your Limos.com account has been accessed without your permission, please call our Operator Support immediately by telephone at 877-404-0592. You remain liable for all charges to your Limos.com account until you have notified our Operator Support Center.
f. We may, in our sole discretion, issue you a credit ("Credit"), provided, however, that any and all Credits must be requested by you within 30 days of the date that the charge was incurred. Credits that are issued to an SP's account will be issued as store credits, which will be applied toward future charges to your account. Credits will expire, if not used, six months after the date the Credit was issued. Limos.com reserves the right, at its sole discretion, to provide periodic discounts and incentive programs to you and/or other SP's.
g. You may view a statement of your monthly lead activity on your Limos.com account, in the Billing section of your online account. Limos.com will process your billing via your selected payment method. You may provide a primary card and a back-up card. We will attempt to bill your primary card and if it fails we will attempt to bill your back-up card. Any past due balances will be subject to a late charge equal to the lesser of 1.5% per month or the maximum amount allowed by applicable law and a $5 administrative processing fee. Past due accounts may be turned over to a third-party collection agency and reported to a credit rating agency, the National Limousine Association and we may bill you for, and you agree to pay for any and all collection and related litigation fees.
h. You agree to electronic delivery of your account/billing/activity records and/or Leads all notices, disclosures and other information relating to your account and the Services provided by us in connection with your account. You agree that electronic delivery of these documents will be good delivery to you and be deemed received by you when sent, whether you actually access or view a message. You understand that it is your responsibility to promptly and carefully review any messages made available to you electronically or via the Site and to immediately notify us of any errors. You may change your primary e-mail address, phone number or other contact information by selecting the appropriate item from the "My Info" secion of the Site after you log in. You agree to maintain an active primary e-mail address for log in and receipt of Leads and other messages. You consent to receive periodic advertising to your email address from Limos.com advertising sponsors. In the event of failure of one or more of these additional addresses, e-mail notifications will be sent to your active primary e-mail address until you update your additional e-mail addresses. If you elect to stop receiving emails from us at any time, then you agree to delivery of your account/billing records and/or Leads on the Site under your "My Info" section.
i. All Lead Fees constitute advertising fees paid by you to Limos.com and are in no way, referral commissions based upon your successful completion of services.
j. No fee is due or payable to the extent such fee is in violation of any applicable law.
a. Indemnification. You shall fully protect, indemnify and defend Limos.com and all of its agents, officers, directors, shareholders, suppliers, partners, employees and each of their successors and assigns ("Indemnified Parties") and hold each of them harmless from and against any and all claims, demands, liens, damages, causes of action, liabilities of any and every nature whatsoever, including but not limited to personal injury, intellectual property infringement, fraud, deceptive advertising, violation of any state, provincial or federal laws or regulations, property damage, attorneys' fees and court costs, arising in any manner, directly or indirectly, out of or in connection with or in the course of or incidental to any of your work for or dealings with any Customers, or your services, representations, advertising, or obligations (including but not limited to your obligation to maintain the confidentiality of user personal information) as provided in this Agreement, including any extra work, REGARDLESS OF CAUSE OR OF ANY FAULT OR NEGLIGENCE OF LIMOS.COM OR THE INDEMNIFIED PARTIES AND WITHOUT REGARD TO CAUSE OR TO ANY CONCURRENT OR CONTRIBUTING FAULT, STRICT LIABILITY OR NEGLIGENCE, WHETHER SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE BY LIMOS.COM OR THE INDEMNIFIED PARTIES.
b. LIMITATION OF LIABILITY. IN NO EVENT ARE WE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, LOST REVENUE, LOST PROFITS OR LOSS OF GOODWILL. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF LIMOS.COM TO YOU EXCEED THE TO THE GREATER OF THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO LIMOS.COM DURING THE PRECEDING SIX (6) MONTHS, REGARDLESS OF THE BASIS OR FORM OF CLAIM. c. DISCLAIMER OF WARRANTIES. YOU ACKNOWLEDGE AND AGREE THAT THE LIMOS.COM SERVICES ARE PROVIDED TO YOU ON AN "AS IS" BASIS, AND LIMOS.COM DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
a. This Agreement and the Limos.com Fees and Billing Plans may be changed from time to time and you agree to be bound by any changes that are posted on the Limos.com Sites or which are otherwise communicated to you.
b. You may terminate this Agreement upon our receipt of your written notice during normal business hours (such termination to be effective upon the close of business on the day properly delivered and received), but you shall be obligated to pay for any Leads or services delivered to you prior to us receiving your termination during normal business hours.
c. Limos.com, in its sole discretion, reserves the right to suspend your rights under this Agreement or terminate this Agreement and your membership in the Limos.com network immediately at any time for any reason or no reason at all.
d. If this Agreement is terminated or expires, your agreements and obligations under this Agreement shall continue with respect to Sections I (d) ; II; III; IV; and V (b), (d), (e), (f), (g), (h) and (i), and any Leads provided to you during the term of this Agreement and relationships you enter into or create from those Leads will continue to be governed by this Agreement including but not limited to with respect to any disputes that may arise or claims that may be made against us and any indemnification of us by you for such claims.
e. If it is determined or suspected by Limos.com in its sole discretion that you are misusing or attempting to misuse or circumvent the Limos.com services or system or any Customer data, or are using or attempting to use it for any inappropriate, illegal, harmful, or anti-competitive, purposes, including but not limited to activities such as hacking, infiltrating, fraud, advertising, jamming or spamming, or any activities inconsistent with the services proposed to be offered by Limos.com, in addition to our right to immediately terminate this Agreement, Limos.com reserves the right, in its sole discretion, to instigate, without notice, appropriate legal actions or proceedings to seek appropriate remedies and/or damages, including but not limited to lost revenue, repairs, legal fees, costs and expenses, and to seek injunctions or other equitable remedies.
f. In the event of termination of this Agreement, you shall not be entitled to any refund of any fees paid to us, including any prepayments.
g. You will be liable for any attorneys' fees and costs if we have to take any legal action (including the retention of a lawyer) to enforce this Agreement. This Agreement, the Terms, the Service and any modifications thereto may not be assigned or in any way transferred without the prior written consent of Limos.com. The terms of this Agreement shall be construed in accordance with the substantive laws of the State of Arizona, United States of America, without giving effect to the principles of conflict or choice of law of such state. Each user hereby consents to the exclusive jurisdiction and venue of courts in Maricopa County, Arizona, U.S.A. in all disputes arising out of or relating to the use of this Service.
h. The relationship between Limos.com and you shall be that of independent contractors and neither party shall be or represent itself to be an agent, employee, partner or joint venture of the other, nor shall either party have or represent itself to have any power or authority to act for, bind or commit the other.
i. If any provision of this Agreement is held by any court or other authority of competent jurisdiction to be invalid, illegal or in conflict with any applicable state or federal law or regulation, such law or regulation shall control, to the extent of such conflict, without affecting the remainder of this Agreement.j. Except as explicitly stated otherwise, any notices to Limos.com regarding this Agreement shall be sent to email@example.com. Any notice to a user shall be given to the name and address submitted at the time of registration.
VI. Disclosure: The Service hereunder is offered by Limos.com, LLC, 98 Battery Street, Suite 200, San Francisco, California 94111. Updated November 7, 2008.