Effective Date: April 2, 2015
"Booking" is defines as the act of reserving private car service.
"Ground Control" is defined as the designated area on the Site where Service Partners can set-up, manage and maintain their account.
"Lead" is defined as a person who has interest in booking private car service.
"One-Click Reservation" is defined is a Private car service Booking made on the Limos.com Site.
In this Agreement, we will refer to you, the limousine service partner, and all of your d/b/a's, affiliates, agents, employees, representatives, subsidiaries, locations and subcontractors as "you" or "Service Partner" and to Limos.com, Inc. and its employees and agents as "we" or "us" or "Limos.com." Each of Limos and Service Partner are a "Party" and together they are the "Parties." References herein to the Limos.com web site include any and all web sites now, or hereafter, owned or operated by Limos.com.
Limos.com receives requests from its Customers either through our "sites" or via our call center, for private car services. 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 and reviews ("Customer Ratings & Reviews"), and may be amended by Limos.com from time to time. We have different tiers of Service Partners so that you can distinguish your business if you have met certain criteria specified by Limos.com. We may limit the number of Service Partners that are displayed to a Customer. Limos.com is free to contract with other Service Partners, as this is not an exclusive contract.
Depending on the type of service for which the customer is searching, you may receive a 1-click Reservation or a Lead.
If the Customer completes a 1-click reservation, the ride details will appear in your Reservations Table in Ground Control, and you will receive an email notification.
If the Customer does not complete a 1-click reservation, you may (depending on service type requested), receive a Lead. We do not 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 Customer, or that any Customer will hire you to perform services, nor do we guarantee that you will successfully contact each Customer, either directly or via our Services. 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.
When engaging in Leads, you agree as follows:
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's 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 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 our Service. 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 this Section of the 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 Service Partner(s).
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 THESE TERMS, 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 SERVICE PARTNERS. 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 UTILIZE A LEAD (OR THE INFORMATION CONTAINED THEREIN) OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS, 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.
By participating in the Limos.com marketplace or accepting a Lead or Booking via the Site, you represent, on behalf of you, your company (including any predecessor entities of your company), employees, and any individuals performing work on your behalf, as follows:
You represent and warrant that you will perform your services for Customers in 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. Service Partners must deliver a level of service that will meet Customer expectations. All Limos.com Service Partners agree to:
There are three groups in the Limos.com community that work together to create a beneficial match between Customers seeking services and qualified local limo operators: (1) Customers; (2) Service Partners; and (3) Limos.com team. You agree to work with these groups to:
We provide Customers with the ability to rate their experience working with you via Customer Ratings & Reviews and disclose such ratings publicly. Limos.com may request Customers to provide quality feedback information evaluating their experience with each Service Partner. The results of the reviews may be shared publicly on Limos.com. Any service issues identified via low quality ratings may result in termination of these Terms of Service or require Limos.com management review to discuss the issues and to develop a formal plan to prevent the future occurrence of such issues. 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 & 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.
As a condition of using our Site and Services, if you provide written comments or testimonials about our service or activities or upload or submit any photos or other content on our Sites, you agree that we shall have a worldwide, non-exclusive, irrevocable, fully paid, royalty-free license (with the right to sublicense and transfer), for any and all intellectual property rights in such comments, testimonials, or other content you submit and that we may store, reproduce, edit, modify, post, and publish your comments or submitted content, or portions thereof, including your name and company or agency, at our sole discretion on our Sites or in marketing materials, 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, photographs and other content ("Submitted Data") 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, royalties, moral rights or "droit morale" associated with our use of the Submitted Data. Limos.com reserves the right, in its sole discretion, to review, reject and remove any Submitted Data 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 Submitted Data and you represent that your uploading for display of any such Submitted Data, and the use by Limos.com of the same, 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 Submitted Data, 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 proprietary rights, such as trademarks or service marks of Limos.com, as necessary to promote your business. You are expressly prohibited from registering any trademarks or domain names of Limos.com.
If you are a copyright owner or an agent thereof and believe that any submitted content or other content on our Site infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our designated copyright agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):
You may send the above information to: Limos.com, Inc., 625 Market St, 11th Floor, San Francisco, CA 94105, email: email@example.com. For clarity, only DMCA notices should go to the copyright agent. Other feedback, comments, requests for technical support, and other communications should be directed to Limos.com customer support at firstname.lastname@example.org. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.
Be aware that if you materially misrepresent that a product or activity is infringing your copyrights, you may be liable for any damages (including costs and attorneys' fees). If you are not sure whether material available online infringes your copyright, we suggest that you first contact an attorney.
If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content, you may send a counter-notice to the designated copyright agent above with the following information:
If a counter-notice is received by the copyright agent, Limos.com may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member, or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Limos.com's sole discretion.
You will be issued an individual login/user name and password in order to use the Services and/or access the Site. The license to use the Services by each Service Partner or end-user may not be shared or used by more than one individual. Any unauthorized access or use of passwords or Services may result in immediate suspension or termination of accounts. Service Partner will: (i) promptly notify Limos.com of any known unauthorized uses of any password(s) or accounts; and (ii) report to Limos.com promptly and use reasonable efforts to stop any known copying or distribution of Site content or any other known or suspected breach of security.
Service Partners are solely liable for all taxes associated with the use of Services and obligations to Customers pursuant to this Agreement. Limos.com reserves the right, in its sole discretion, to withhold any amounts if it has determined that you have used the Service in a fraudulent manner, are in violation of any laws or regulations, or are in violation of this Agreement. Such withholding may be temporary or permanent, as determined by Limos.com.
Following any termination, the Service Partner's vehicle availability will be limited to the cancelation period. Limos.com will continue to advertise and promote your service through the last day of the cancellation period.
If the Service Partner has upcoming rides to be fulfilled, Service Partner must continue to adhere to the Terms. Limos.com reserves the right to reassign any rides booked 30 days or more beyond the last day of service under this Agreement. Some exceptions may apply. Failure to deliver service in accordance with these Terms, on rides booked beyond the last day of service under this Agreement will trigger reassignment of all outstanding rides.
Upon termination, Limos.com and Service Partner must promptly remove any reference to any affiliation with the each other, including the removal of any logos, trademarks, or other copyrighted content. Any provisions in the Terms regarding Service Partner's obligations, proprietary rights, Indemnification, Limitation of Liability, Disclaimer of Warranties, Legal Rights / Remedies and Arbitration shall survive termination of this Agreement.
Some of the Limos.com Services may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to Limos.com content, user-generated content, queries, or other information. The manner, mode, and extent of advertising by or permitted by Limos.com on the Site are subject to change without specific notice to you. In consideration for Limos.com granting you access to and use of the Site and Services, you agree that Limos.com may place such advertising on the Site or Services.
You agree to electronic delivery of all your account activity, Leads, disclosures and any 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. It is your responsibility to manage your Internet service provider (ISP) so that all emails sent by Limos.com will be received. Limos.com is not liable for emails that cannot be delivered to you, due to the selection of ISP, spam/junk mail flagging, or other actions that prevent timely receipt of email from Limos.com. You may change your primary e-mail address, phone number or other contact information in Ground Control 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 informational and promotional emails to your email address from Limos.com or its 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 records and/or Leads in Ground Control.
You agree to 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, 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.
IN NO EVENT SHALL LIMOS.COM BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, LOST REVENUE, LOST PROFITS, LOST USE, LOSS OF GOODWILL, OR ANY OTHER DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THIS SITE, SERVICES, OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN AN AMOUNT GREATER THAN THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO LIMOS.COM FOR THE PRECEDING SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY, REGARDLESS OF THE BASIS OR FORM OF CLAIM.
Limos.com does not represent or warrant that this Site, Services, or the content will be error-free, free of viruses or other harmful components, that defects will be corrected or that the Site or Services will always be accessible. Furthermore, Limos.com does not warrant or represent that the content available on or through this Site or Services will be correct, accurate, timely, or otherwise reliable. The Site, Services, and the content are provided on an "as is", "as available" basis, and Limos.com expressly disclaims all warranties, including the warranties of merchantability, fitness for a particular purpose and non-infringement. Limos.com disclaims all responsibility for any loss, injury, claim, liability, or damage of any kind resulting from, arising out of or any way related to (a) any errors in or omissions from this Site, Services, and the content, including but not limited to technical inaccuracies and typographical errors; (b) the unavailability of this Site, Services, or any portion thereof; (c) use of this Site, Services, or the content; (d) use of any equipment or software in connection with the Site, Services, or the content; or (e) any third party web sites or content therein directly or indirectly accessed through links contained on the Site or through the Services.
Each Party agrees to maintain the confidentiality of the other Party's confidential information as defined herein. "Confidential Information" means information concerning a Party's business not generally known to the public that has been marked as confidential by the disclosing Party prior to its disclosure to the receiving Party or any information that could be reasonably known, given the facts and circumstances of the disclosure, as being confidential in nature. By way of illustration only, Confidential Information may include trade secrets, know-how, inventions, contractual disclosures, techniques, processes, algorithms, software programs, schematics, software source documents, contracts, customer lists, financial information, sales and marketing plans, information and business plans and other proprietary information. Confidential Information shall not include, even if it is marked as such, information that: (i) is already known to the receiving Party at the time of disclosure, which knowledge the receiving Party shall have the burden of proving; (ii) is, or, through no act or failure to act of the receiving Party, becomes publicly known; (iii) is readily observable and / or duplicable by the public; (iv) is legally received by receiving Party from a third party without restriction on disclosure; (v) is independently developed by receiving Party without reference to the Confidential Information of the disclosing Party; or (vi) is approved for release by written authorization of the disclosing Party. In maintaining the confidentiality of the other Party's Confidential Information, each Party shall use at least the same standard that Party uses for its own confidential information of similar type, and shall take necessary precautions not to disclose such information to any person except its officers, employees or subcontractors, who have a need to know in order to comply with the obligations of these Terms of Service. Each Party's officers, employees, and subcontractors shall be bound by the terms of this Section or a similar written agreement with terms no less protective of either Party's Confidential Information than those set forth in this Section. The Parties agree that a Party is entitled to injunctive relief as a remedy for any breach of this Section. Nothing in this Section shall prohibit Limos.com from disseminating aggregated information that contains no identifiable Service Partner Confidential Information. Notwithstanding the provisions of this Section, Limos.com may disclose Service Partner's Confidential Information, which includes personally identifying information: (i) in accordance with a judicial or other governmental subpoena, warrant or order; provided that Limos.com shall comply with any applicable protective order or equivalent and, unless prohibited by law, Limos.com will employ commercially reasonable efforts to provide Service Partner with prior written notice, so that Service Partner has an opportunity to intervene at its own expense and to protect the confidentiality of its information; (ii) to law enforcement officials and regulators if it reasonably suspects unlawful activity; and (iii) to other Parties that are identified by Service Partner for that purpose.
The Limos.com Site, Services, and fees may need updating from time to time. These updates may temporarily disrupt use of the Site or Services and are designed to improve, enhance, and further develop the Site or Services and may take the form of bug fixes, enhanced functions, new Service offerings, and updated Services. You agree to receive such updates as part of your use of the Services.
The Limos.com Site may contain links to other sites, which are not maintained by, or related to, Limos.com. Links to such sites are provided as a service to users and are not sponsored by or affiliated with this Site or Limos.com. Limos.com has not reviewed any or all of such sites and is not responsible for the content of those sites. Limos.com is not responsible for webcasting or any other form of transmission received from any linked site. Links are to be used and third party sites accessed at the user's own risk, and Limos.com makes no representations or warranties about the content, completeness or accuracy of these links or the sites hyper-linked to this Site. Limos.com provides links as a convenience, and the inclusion of any link to a third party site does not necessarily imply endorsement by Limos.com of that site or any association with its operators
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 your account, 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. 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. The Terms, the Service (including any modifications thereto) may not be assigned or in any way transferred without the prior written consent of Limos.com. The Agreement and the Terms shall be construed in accordance with the substantive laws of the State of California, United States, 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 the City and County of San Francisco, California in all disputes arising out of or relating to the use of this Service.
Any controversy or claim arising out of or relating to this Agreement or the Terms or the provision of the Services shall be finally settled by binding arbitration in accordance with the most current commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in San Francisco, California, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. However, subject to the foregoing arbitration provision, you and Limos.com agree to submit to the personal jurisdiction of the courts located within the city and county of San Francisco, California. Either you or Limos.com may seek an interim or preliminary relief from a court of competent jurisdiction in San Francisco, California, necessary to protect the rights or property of you or Limos.com (or its agents, suppliers, and subcontractors) pending the completion of arbitration. YOU AND LIMOS.COM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Limos.com agree otherwise, the arbitrator may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.
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.
If any clause or 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 present or future state or federal law or regulation, the clause or provision shall be deemed to be deleted without affecting the enforceability of all remaining clauses or provisions.
Any notice to a user shall be given to the name and email or mailing address submitted at the time of registration.
Limos.com reserves the right, in its sole discretion, to modify, alter, or otherwise change the Terms at any time. We will provide notice of such change on this Site. Please review this Agreement and/or additional terms periodically for changes. Your continued use of the Limos.com Site constitutes your acceptance of and agreement to be bound by these changes without limitation, qualification or change. If at any time you determine that you do not accept these changes, you must stop using this Site and provide notice of termination pursuant to the termination Section hereinabove.
If you have any questions regarding the Terms, please contact us by sending an email to email@example.com, or writing us at Limos.com, Inc., 625 Market St, 11th Floor, San Francisco, CA 94105.