Green Commuter, Inc.
Alternate Driver Vanpool Agreement
This Alternate Driver Vanpool Agreement is between Green Commuter,
Inc., a California corporation ("GC"), and
the person named in the signature block below (the "Alternate Driver"). The Vanpool Rules ("Vanpool Rules"), Fee Schedule and Terms of
Use and Privacy Policy (" Terms of Use and Privacy Policy"), each as
may be amended or modified from time to time by GC, and which are
available on the GC website (www.greencommuter.org), are
each incorporated into this Agreement. Capitalized terms used herein,
unless otherwise defined, have the meanings set forth in Section 18. GC
and Alternate Driver may each be referred to herein as a "Party" and may be referred to together herein
as the "Parties."
1. Purpose. GC owns or leases a fleet of
electric vehicles which it uses for vanpooling, car sharing and fleet
replacement with the goal of improving people's mobility options while
positively impacting the environment. Alternate Driver wishes to
participate in a vanpool arrangement for transportation of people to
and from their places of employment and has agreed to drive the Vehicle
on the Vanpool Route when a Primary Driver is not available. GC wishes
to make the Vehicle available to Alternate Driver for Vanpool Program
transportation. This Agreement establishes the rights and
responsibilities of the Parties in this arrangement.
2. Vanpool Transportation. GC will provide
Alternate Driver with the Vehicle to drive on the Vanpool Route at the
times specified on the Trip Schedule. Alternate Driver will use the
Vehicle solely to pick up, transport and deliver Passengers via the
Vanpool Route at the times specified on the Trip Schedule and only for
Trips which Alternate Driver is instructed by Primary Driver or GC to
drive. No specific Vehicle is allocated for such transportation and the
Vehicle may be changed from time to time by GC without notice. This
Agreement is a contract for Alternate Driver to drive in the Vanpool
Program and use the Vehicle solely for Vanpool Program transportation.
3. Vanpool Organization.
(a) Vanpool Routes. GC will provide access to its "Ride Match"
system to proposed Vanpool Program drivers and passengers to facilitate
the establishment of Vanpool Routes. GC will determine in its sole
discretion each Vanpool Route, Vanpool Start Date, Origin Points,
Destination Points, Departure Trip Times, Return Trip Times, Vehicle
Return Times and all other operational issues related to the Vanpool
Program.
(b) All Drivers Must Be Approved By GC. GC has the continuing
right to approve all Vanpool Program drivers according to GC's driver
eligibility requirements. Only drivers approved by GC will use or
operate the Vehicle. GC may revoke or suspend Alternate Driver's
permission to drive in the Vanpool Program if Alternate Driver fails to
meet GC's driver eligibility requirements, fails to abide by the terms
of this Agreement or operates the Vehicle unsafely, as determined by
GC.
4. Driver Eligibility.
(a) Eligibility Criteria. To be eligible to be a driver in the
Vanpool Program, Alternate Driver must:
i. possess and maintain a valid U.S. driver's license;
ii. be at least twenty-five (25) years of age;
iii. have a clean driving record (as determined by GC in its sole
discretion) which means that at minimum Alternate Driver: has had no
major violations in the past three (3) years, no alcohol or drug
related incidents in the past five (5) years and no more than two (2)
violations or accidents combined in the past three (3) years; and
iv. have a minimum of two (2) years of driving experience in the U.S.
(b) No Guarantee. Satisfying the above criteria does not
guarantee Alternate Driver's approval as a driver in the Vanpool
Program, and GC has the continuing right to reassess Alternate Driver's
approval to be a driver in the Vanpool Program according to GC's driver
eligibility requirements. Alternate Driver will notify GC as soon as
practicable, but in no event later than within twenty-four (24) hours,
in the event of cancellation or lapse of Alternate Driver's driver's
license.
5. Alternate Driver Responsibilities.
(a) Application and Approval. Alternate Driver will complete the
Green Commuter Vanpool Application - Alternate Driver honestly and in
full. ALTERNATE DRIVER IS NOT AUTHORIZED TO DRIVE IN THE VANPOOL
PROGRAM UNTIL ALTERNATE DRIVER'S APPLICATION TO BE A DRIVER IN THE
VANPOOL PROGRAM IS APPROVED BY GC AND ALTERNATE DRIVER HAS ENTERED INTO
THIS AGREEMENT.
(b) Consent to Monitoring of Driving Record. Alternate Driver
authorizes GC to continuously monitor Alternate Driver's MVRs for as
long as Alternate Driver is a driver in the Vanpool Program. This
Agreement will serve as Alternate Driver's signed, written consent
allowing GC (either by itself or through a third party engaged by GC)
to order, review and monitor Alternate Driver's MVRs on an ongoing
basis. GC, in its sole discretion, may terminate this Agreement if at
any point GC determines, in its sole discretion based on Alternate
Driver's MVRs, that Alternate Driver fails to meet the Vanpool
Program's driver eligibility requirements.
(c) Vanpool Route; Compliance with Agreement and Law. Alternate
Driver is responsible for transporting Passengers on the Vanpool Route
at the times described on the Trip Schedule for Trips which Alternate
Driver is instructed by Primary Driver to drive and for operating the
Vehicle pursuant to the terms and conditions of this Agreement and all
applicable municipal, state and federal rules.
(d) Compliance with Safety Guidance. Alternate Driver will read
and watch all safety materials provided by GC in person, via email, via
mobile application or on GC's website (www.greencommuter.org) and
comply with the instructions and guidance in such materials.
(e) Parking; EV Charging. Alternate Driver will ensure that: (i)
the Vehicle is parked in an assigned parking location as provided by
GC, (ii) the Vehicle is connected to a Charging Station whenever the
Vehicle is parked and a Charging Station is available, and (iii) the
Vehicle is adequately charged before each Departure Trip and Return
Trip. Alternate Driver will use the Recharging Card to pay for charging
the Vehicle. Alternate Driver will not use the Recharging Card to
recharge any vehicle other than the Vehicle and Alternate Driver will
not allow any other person to use the Recharging Card. Alternate Driver
is responsible for all costs related to Alternate Driver's improper
charging of the Vehicle, including charging the Vehicle with an
incompatible charging station or misusing the Recharging Card.
(f) Vehicle Checking; Checklist. Alternate Driver will conduct a
visual inspection of the Vehicle prior to the beginning of each Trip in
the manner described by GC and will report the results electronically
via the Vehicle's touch-screen display monitor, via the mobile
application or by calling GC.
(g) Vehicle Maintenance; Equipment; No Modification to Vehicle. Alternate Driver will maintain the
Vehicle in a clean condition in accordance with the Vanpool Rules.
Alternate Driver may install any additional equipment in the Vehicle
only with GC's prior written consent and any such equipment must be
compatible with the Vehicle and installed and used according to the
Vehicle manufacturer's instructions and any instructions provided with
the equipment. Alternate Driver will follow all applicable local
ordinances and signage regarding Alternate Driver's use of any such
equipment on the Vehicle. Alternate Driver will not make any
modifications to the Vehicle without the express prior written
permission of GC including disabling the remote access feature of the
Vehicle, if applicable. In addition, Alternate Driver will not remove
any decal, sticker, permit, hanging tag, or similar item from the
Vehicle without the express written permission of GC. Alternate Driver
is responsible for all costs, fees, and charges that may be assessed by
GC (at its sole discretion) due to any modifications or removal of any
decal, sticker, permit, hanging tag, or similar item by Alternate
Driver's act or omission.
6.
Reporting Accidents, Breakdowns, Damage, Theft or Injuries
.
(a) Vehicle Incidents. Alternate Driver will report any
accidents in which the Vehicle is involved, mechanical breakdowns or
malfunctions of the Vehicle, or theft or vandalism of the Vehicle to GC
as soon as practicable, but in no event later than within twenty-four
(24) hours, after such incident and will complete and file an incident
report within twenty-four (24) hours of the incident. Alternate Driver
will follow the incident reporting protocol available on GC's website
or located in the glove compartment of the Vehicle. GC will work with
Alternate Driver to attempt to find a reasonable solution for the
period of time that the Vehicle is inoperable due to accident damage,
mechanical failure, or theft and will arrange to have that Vehicle
towed to a service facility selected by GC if the Vehicle is
inoperable.
(b) Passenger Incidents. Alternate Driver will report any
accident, incident or injury involving a Passenger that occurred in or
around the Vehicle but that was unrelated to the operation of the
Vehicle (such as a Passenger falling while disembarking) as soon as
practicable, but in no event later than within twenty-four (24) hours
after the incident, to GC, and will thereafter, at GC's request,
complete and file an incident report within twenty-four (24) hours of
such event.
7.
Consent to Release Information; SMS Notifications
.
(a) By entering into this Agreement, Alternate Driver agrees to allow
GC to provide information regarding the Vanpool Program and the
Vehicle, including information that may relate to Alternate Driver's
participation in the Vanpool Program, to agencies or organizations that
provide grants, subsidies or other financial assistance to GC including
in connection with grant applications or mobility discount applications
made by GC or subsidy applications made by or on behalf of Passengers.
Alternate Driver acknowledges and understands that grants and subsidies
contribute to helping GC achieve its goal of improving people's
mobility options while positively impacting the environment. . Per
California Penal Code section 637.6 personal information will only be
used for ridesharing purposes. Passenger understands that the
information provided to GC will only be used for the purpose of
generating lists of interested rideshare partners and that those
individuals who receive your contact information WILL NOT be provided
my home address. Passenger acknowledges that GC is prohibited from
disclosing your personal information with other persons or entities
without your prior written consent.
(b) GC may send SMS (text message) notifications to Alternate Driver.
Alternate Driver has the right to opt-out of this type of notification.
8. GC Responsibilities. GC will: (i) at its
expense (in conjunction with the Vehicle owner if not GC) title,
register and license the Vehicle; (ii) provide the Vehicle for
Alternate Driver to use to drive the Vanpool Route in the Vanpool
Program and render such other reasonable assistance as may be required
for the functioning of the Vehicle; (iii) maintain and provide access
to the "Ride Match" software; (iv) be responsible for the cost of
charging the Vehicle (except when an employer or Primary Driver is
responsible for the cost of electricity according to any agreement
between such party and GC); (v) establish a Guaranteed Ride Home
Program; (vi) provide transportation if the Vehicle breaks down; and
(vii) perform regular and necessary inspections and maintenance of the
Vehicle.
9. Return of Vehicle.
(a) Timely Return. Alternate Driver will return the Vehicle at
the location specified by GC: (i) on a daily basis, on or prior to each
Vehicle Return Time, (ii) at the end of the Term, and (iii) on demand
by GC. Late return fees will not be charged to driver when abnormal
circumstances occur (road closure, unsafe road conditions, acts of god,
etc.) and the driver has shown efforts to return the vehicle on a
timely matter. Alternate Driver will return the Vehicle in the same
condition as when Alternate Driver accessed it, except for ordinary
wear and tear and diminished charge state. If Alternate Driver is
unable to return the Vehicle on time, Alternate Driver will promptly
contact GC to notify it of the Vehicle's location and will cooperate
fully with GC for return of the Vehicle and in establishing alternative
arrangements for Passengers.
(b) Late Return. As the Vehicle may be used by GC for several
other purposes when not in use for Vanpool Program transportation, it
is essential to the operation of GC's business that Alternate Driver
returns the Vehicle prior to each Vehicle Return Time. Due to changing
traffic conditions, GC allows drivers to return the vehicle up to 1
hour after the scheduled return time without incurring any fees. Late
returns are not permitted and may be subject to penalty fees as
described on the Fee Schedule, and may be grounds for Alternate
Driver's suspension or the termination of this Agreement. Failure to
return the Vehicle within five (5) days of the termination of this
Agreement may cause the Vehicle to be considered embezzled by Alternate
Driver under Section 10855 of the California Vehicle Code which
provides in pertinent part that: "Whenever any person who has leased or
rented a vehicle willfully and intentionally fails to return the
vehicle to its owner within five days after the lease or rental
agreement has expired, that person shall be presumed to have embezzled
the vehicle." In the event Alternate Driver fails to return the Vehicle
to GC within five (5) days of the end of the Term, GC may notify police
of Alternate Driver's failure to return the Vehicle and Alternate
Driver releases and discharges GC from any liability and all claims of
any nature arising out of such notification. In addition, subject to
applicable law, GC has the right to recover the Vehicle without notice
at any time, at any place, and by a recovery method of GC's choosing if
Alternate Driver fails to return the Vehicle on or prior to the Vehicle
Return Time regardless of whether Alternate Driver may have violated
such Section 10855 and Alternate Driver waives all claims for damages
connected with such seizure or repossession.
10.
Other Uses of Vehicle; Vehicle Tracking; No Guarantee of
Accuracy
. Alternate Driver acknowledges and agrees that it is essential to GC's
goal of providing mobility options while positively impacting the
environment that the Vehicle is used for multiple purposes and
accordingly that the Vehicle will be employed in other uses when not in
use for Vanpool transportation. Thus, Alternate Driver acknowledges and
agrees as follows:
(a) Allocated Use. GC has the exclusive right to use the Vehicle
between each Departure Trip and Return Trip and during the period
between each Return Trip and Departure Trip, and that Alternate Driver
has no rights to use or access the Vehicle during those times.
(b) GPS Vehicle Tracking; Electric Charge Monitoring. GC has an
interest in the timely use of the Vehicle, in tracking and locating the
whereabouts of the Vehicle, vehicle route and monitoring the level of
the Vehicle's electric charge. Each Vehicle is equipped with telematics
technology including a global positioning system, an event data
recorder, and/or another telematics system (collectively, " GPS"). GC (either itself or through a third
party it appoints) may monitor the Vehicle through such systems at any
time; such monitoring may include the collection of Vehicle data,
including: location, odometer, tire pressure, state of battery charge,
diagnostic codes, rate of acceleration and deceleration and other
elements GC deems necessary. In addition, GC (either itself or through
a third party it appoints) may monitor Alternate Driver's location and
driving behavior through GPS including Alternate Driver's speed, the
rate at which Alternate Driver accelerates or decelerates the Vehicle,
and other driving behaviors.
Alternate Driver acknowledges and agrees that: (a) the following
persons may have access to the information supplied by GPS: (i) GC
and any third party it appoints, (ii) the operators of GPS, and
(iii) other third parties; (b) Alternate Driver should have no
expectation of privacy related to Alternate Driver's use of the
Vehicle; and (c) GC, in its sole discretion, may assert a financial
penalty, suspend Alternate Driver's permission to be a driver in
the Vanpool Program, or terminate this Agreement if GC determines,
in its sole discretion based on information from GPS, that
Alternate Driver has breached the terms of this Agreement or no
longer meets GC's driver eligibility requirements.
(c) No Guarantee of Map Data Accuracy. The maps, directions and
location information provided by GPS in the Vehicle or on GC's web site
or Smart Phone APP may not be accurate and such information is not
guaranteed by GC or any other party. Alternate Driver should use
Alternate Driver's own sense and best judgment when operating the
Vehicle and should not rely solely on GPS contained within the Vehicle.
GC is not responsible for the function of GPS or other system included
with the Vehicle.
11. Vanpool Fees and Charges; Payment; Collections.
(a) Amounts Due. In addition to the Monthly Fee (as listed in
the Fee Schedule), Alternate Driver may also be responsible for paying
all other amounts due described in this Agreement including Third Party
Fees, Processing Fees, any applicable amounts listed in the Fee
Schedule, and all amounts for which Alternate Driver is responsible
under this Agreement in the case of damage, loss, bodily injury or
third party claims as described in Section 15, all including any
applicable taxes.
(b) Change in Fee. GC may change any fee described in this
Agreement at any time upon thirty (30) days' prior written notice to
Primary Driver, Alternate Drivers, and Passengers.
(c) Payment Vouchers. GC reserves the right to determine which payment
vouchers are authorized and acceptable to GC as valid payment toward
the Monthly Fee If Passenger uses a payment voucher to provide fees to
GC, a credit will not be provided to Passenger if the amount of the
voucher exceeds the Monthly Fee.
(d) Payment by Employer or Third Party. Passenger may participate in a
program, such as a pretax benefit, with an employer and/or other third
party whereby passenger desires to pay its monthly seat cost/fare
directly by this party. GC reserves the right to determine whether it
will accept payment in this manner.
(e) Late Payment. If Alternate Driver does not timely pay any
amount due under this Agreement, GC may suspend Alternate Driver's
permission to be a driver in the Vanpool Program. If any amount due
under this Agreement is not paid within thirty (30) days after the date
due for payment, Alternate Driver will pay GC a late fee of the lesser
of five percent (5%) of the late payment or the highest amount
permitted by applicable law, which is a reasonable estimate of GC's
costs in administering such late payment.
(f) Third Party Collection. Alternate Driver agrees that GC or
any third party collection company whom GC may appoint may access the
personal information provided to GC by Alternate Driver in order to
collect on any fees or any other amounts due under this Agreement that
are not paid within thirty (30) days after the date due for payment and
that GC may provide such third party collection agents with any
information regarding fees or any other amounts for which Alternate
Driver is responsible and any other information that GC may determine
is necessary in GC's sole discretion.
12. Third Party Fees. Alternate Driver is
solely responsible for any fees, fines, tickets, citations, violations
and tolls (including parking, speeding or criminal offenses or
violations) and any resulting or related fines, fees, expenses,
penalties or other amounts due (" Third Party Fees") incurred while the Vehicle
is in Alternate Driver's possession. GC may use third party companies
to assist in the collection of, processing of, and payment of Third
Party Fees. If GC receives a notice of an unpaid Third Party Fee,
Alternate Driver will be charged the cost of the Third Party Fee and
may also be charged a reasonable estimation of GC's cost (or a third
party company appointed by GC's cost) of administering the payment of a
Third Party Fee ("Processing Fees").
Accordingly, Alternate Driver authorizes GC to release information
regarding Alternate Driver, including Alternate Driver's credit card or
debit card details on file with GC, to such third party companies, or
the charging authority assessing the Third Party Fee against Alternate
Driver, for the sole purpose of processing, billing and/or collecting
such Third Party Fees. Processing Fee amounts are subject to change
from time to time and without notice. Alternate Driver will report any
Third Party Fee to GC within twenty-four (24) hours.
13. Term; Termination.
(a) Term. This Agreement will continue in effect during the
Term, unless earlier terminated as provided herein.
(b) Termination. This Agreement will be terminated as follows:
i. If either Alternate Driver or GC gives the other not less than
thirty (30) days' notice.
ii. Immediately if GC gives Alternate Driver notice for cause (all as
determined by GC in its sole discretion) including Alternate Driver's:
(i) failure to pay any of the amounts due under this Agreement when
due; (ii) breach of this Agreement; (iii) operation of the Vehicle in
an unsafe manner as determined by GC in its sole discretion; and/or
(iv) failure to continue to meet the Vanpool Program's driver
eligibility requirements including the suspension, revocation, expiry,
surrender or loss of Alternate Driver's driver's license.
(c) Effect of Termination. The thirty (30) day notice period
will begin from the time GC or Alternate Driver sends such notice, as
applicable. With respect to any termination or cancellation of this
Agreement, Alternate Driver will remain responsible for any amounts
due, fees, costs, or expenses incurred prior to the termination of this
Agreement and will not receive any refund for Vanpool Program services.
Upon termination, all of Alternate Driver's rights to use GC's services
and the Vehicle will immediately terminate.
(d)
Suspension of Permission to Drive in Vanpool Program; Penalty Fees
. Without prejudice to GC's remedies under Section 13(b), if GC, in its
sole discretion, determines that Alternate Driver fails to meet the
Vanpool Program's driver eligibility requirements, or that Alternate
Driver has breached this Agreement, it may suspend permission for
Alternate Driver to drive in the Vanpool Program until Alternate Driver
once again meets its driver eligibility requirements or for such length
of time as GC may determine in its sole discretion, respectively. This
Agreement will remain in full force during any such suspension period,
and Alternate Driver will remain responsible for all obligations
including payment obligations. However, Alternate Driver will not be
allowed to drive the Vehicle during any time in which Alternate
Driver's permission to be a driver in the Vanpool Program is suspended.
Nothing in this section will limit GC's authority to terminate this
Agreement (and therefore terminate Alternate Driver's permission to
drive in the Vanpool Program) pursuant to Section 13 or assess
financial penalties for breaches of this Agreement.
14.
Assumption of Risk; Release of Liability; Indemnification.
(a) Assumption of Risk; Release of Liability. Alternate Driver's involvement in the Vanpool Program is knowing, voluntary and made for his or her personal transportation. Alternate Driver understands and has considered the risks involved, and Alternate Driver voluntarily and freely chooses to assume these risks. Accordingly, Alternate Driver fully and forever releases and discharges GC and its directors, officers, shareholders, employees and agents (collectively with GC, the "GC Parties") from any and all injuries, death, losses, damages, claims, including negligence claims, demands, lawsuits, expenses, and any other liability of any kind, of or to Alternate Driver, his or her property, or any other person, directly or indirectly arising out of or in connection with participation in the Vanpool Program, even if it is due to the negligence, injudicious act, omission or other fault of GC.
(b) Indemnification. Alternate Driver will defend, indemnify,
hold harmless and reimburse the GC Parties from and for all damages,
losses, costs, or expenses, including attorneys' fees, incurred by any
of the GC Parties or paid by any of them to any person in respect of
any accident, injury, death, loss, or property damage, however caused
resulting from, arising out of, or otherwise in connection with
Alternate Driver's participation in the Vanpool Program, including
without limitation, Alternate Driver's breach of any of the provisions
of this Agreement or Alternate Driver's willful or negligent action or
omission in the operation of the Vehicle or in connection with
participation in the Vanpool Program, if the driver is found at fault
of such accident or incident.
15. Insurance; Risk of Loss.
a) Responsibility for Bodily Injury and Third Party Claims; Insurance Coverage. GC will, at its own expense, obtain and maintain in effect during the term of this Agreement insurance coverage for Primary and Alternate Drivers up to $5,000,000 per occurrence for bodily injury, personal injury and property damage. This coverage also includes medical payment limits up to $5,000 per person/per accident.
(b) Exclusions and Limitations. The exclusions from insurance provided by GC include, but are not limited to: (a) losses arising from: (i) any obligation for which Primary Driver or any insurance carrier may be held liable under any Worker's Compensation law or any similar law, rule or regulation, (ii) any obligation assumed by Primary Driver under any express or implied contract, or (iii) any liability of Primary Driver arising while the Vehicle is being operated or used not in compliance with this Agreement. The insurance coverage provided by this Section 15 applies only to the Vehicle and the use and operation of the Vehicle by drivers approved by GC to drive in the Vanpool Program. GC will not be responsible to any party for any loss of income, inconvenience or other damages sustained as a result of an interruption of services to be furnished by GC. It is expressly understood neither GC nor any insurance provider of GC will be responsible for any person's lost, stolen, or damaged property in or from the Vehicle.
(c) Cooperation. Upon receipt, Primary Driver will immediately send to GC each request, demand, order, notice, summons or other pleading received in connection with any accident involving the Vehicle. Primary Driver will cooperate fully with GC, any insurer of GC and other agents or representatives in all accident investigations and settlements. Primary Driver will not assume any obligation, make or commit to make any payment or incur any expense on GC's behalf without its prior written consent.
(d) Disclaimer of Liability. GC disclaims any liability for any and all losses incurred or sustained by, or imposed upon, GC OR ANY OF THE GC PARTIES based upon, arising out of, with respect to or by reason of any WILLFUL or negligent action or omission by ANY DRIVER or any PASSENGER INCLUDING IF ANY DRIVER FAILS TO TRANSPORT ANY PASSENGER ON A VANPOOL TRIP. GC DISCLAIMS ANY AND ALL LIABILITY FOR RIDE MATCH SYSTEM MALFUNCTIONS OR SOFTWARE DYSFUNCTION.
16. Dispute Resolution.
(a) Informal Resolution. If a Dispute arises under this
Agreement, the Parties will first attempt in good faith to resolve the
Dispute by negotiation and consultation between or among themselves.
(b) Arbitration. In the event that a Dispute is not resolved on
an informal basis within fifteen (15) days after one Party provides
notice to the other Party of such Dispute, then the Dispute, including
the determination of the scope or applicability of this Agreement to
arbitrate, will be determined by arbitration in Los Angeles,
California, or another location agreed to by the parties. The
arbitration will be administered by ADR Services, Inc. (or its
successor). The arbitration will be held before a sole arbitrator and
will be binding with no right of appeal.
(c) Conduct of Arbitration. The arbitration will be conducted
pursuant to the ADR Services Standard Arbitration Rules. The
arbitration will be commenced by filing a demand for arbitration with
the administrator of ADR Services and serving the demand on the
opposing party. The responding party may file a response and/or a
counter-claim within fifteen (15) calendar days. If no response is
filed, all the allegations of the demand will be deemed denied.
(d) Selection of Arbitrator. The parties involved in the Dispute
will select an arbitrator by mutual agreement through ADR Services
within thirty (30) calendar days of the date the demand for arbitration
is filed. If the parties are unable to agree on the selection of an
arbitrator within such time, the senior administrator of ADR Services
will select an independent arbitrator.
(e) Costs. The arbitrator may determine how the costs and
expenses of the arbitration will be allocated between the Parties, and
may award attorneys' fees.
17. General.
(a) Vanpool Use Only; Independent Status. This Agreement is for
participation in the Vanpool Program and the provision of a vehicle for
vanpool use only, and Alternate Driver will not have or acquire any
right, title or interest in or to a Vehicle except the right to use and
operate a Vehicle as provided in this Agreement. Alternate Driver is in
no way the agent of GC in possessing, using or operating any Vehicle.
Nothing in this Agreement will be construed to create a partnership,
joint venture, agency or employment relationship between GC and
Alternate Driver. Alternate Driver will have no authority to enter into
agreements of any kind on behalf of GC, or otherwise bind or obligate
GC in any manner to any third party, by virtue of the relationships
contemplated by this Agreement.
(b) GC's Rights. GC may remove the Vehicle from use at any time
at its sole discretion. ALTERNATE Driver is taking Possession of
Vehicle and any optional accessories "as is" and GC excludes all
warranties, both express and implied, with respect to the Vehicle and
any optional accessories including any implied warranty of
MERCHANTABILITY or fitness for a particular person. The foregoing does
not affect any warranties which cannot be excluded or limited under
applicable law.
(c) Entire Agreement. This Agreement, including the Fee
Schedule, Vanpool Rules, Manual, Trip Schedule, Terms of Use and
Privacy Policy and any other schedules or exhibits comprise the entire
agreement between and among the parties relating to the subject matter
of this Agreement.
(d) No Assignment or Lease. Alternate Driver will not assign
this Agreement or Alternate Driver's rights or responsibilities under
this Agreement to any other party. Alternate Driver will not: (i) allow
anyone else except a driver approved by GC to drive the Vehicle, (ii)
sublease the Vehicle, or (iii) assign or delegate any of his or her
rights, duties or obligations under this Agreement.
(e) Governing Law. This Agreement will be governed by the
internal laws of the state of California.
(f) Interpretation. The headings in this Agreement are for reference only and will not
affect the interpretation of this Agreement. Unless the context
requires otherwise, the term "including" means "including but not
limited to."
(g) Number and Gender. Whenever the context requires, references
in this Agreement to the singular number includes the plural, the
plural number includes the singular and words denoting gender include
the masculine, feminine and neuter.
(h) Survival. All terms of this Agreement, which by their nature
extend beyond its termination, including responsibilities for amounts
due and indemnification, will remain in effect until fulfilled.
(i) Severability. If any term or provision of this Agreement is
invalid, illegal or unenforceable in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other term or
provision of this Agreement or invalidate or render unenforceable such
term or provision in any other jurisdiction.
(j) No Third-Party Beneficiaries. This Agreement is for the sole
benefit of the Parties and nothing in this Agreement, express or
implied, is intended to or will confer upon any other person or entity
any legal or equitable right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
(k) Amendment and Modification; Waiver. GC reserves the right to
change the terms of the Agreement, including all attachments, from time
to time. No failure to exercise, or delay in exercising, any right,
remedy, power or privilege arising from this Agreement will operate or
be construed as a waiver thereof or preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege.
(l) Counterparts. This Agreement may be executed in
counterparts, each of which will be deemed an original, but all of
which together will be deemed to be one and the same agreement. A
signed copy of this Agreement delivered by facsimile, e-mail or other
means of electronic transmission will be deemed to have the same legal
effect as delivery of an original signed copy of this Agreement.
(m) Notices. Notice from GC to Alternate Driver for all matters
related to, or arising out of, this Agreement will be in writing and
will be provided: (i) to the mailing address GC has on file for
Alternate Driver by certified mail, return receipt requested, or
overnight delivery service such as UPS or FedEx, (ii) electronically
via email to the email address GC has on file for Alternate Driver, or
(iii) via the GC mobile application or website. Notice from Alternate
Driver to GC for all matters related to, or arising out of this
agreement will be in writing and will be provided: (i) to GC's mailing
address listed below by certified mail, return receipt requested, or
overnight delivery service such as UPS or FedEx, (ii) electronically
via email to GC's email address listed below, or (iii) via the GC
mobile application or website.
(n) Electronic Document Form and Signature. For contractual
purposes, Alternate Driver: (i) consents to receive communications from
GC in electronic form; and (ii) agrees that all terms and conditions,
agreements, notices, disclosures and any other communications that GC
provides to Alternate Driver electronically satisfy any legal
requirement that such communications would satisfy if they were in a
print-on-paper writing. If Alternate Driver signs this Agreement
electronically, such signature constitutes Alternate Driver's legal
signature ("E-Signature"), acceptance and
agreement as if this Agreement were actually signed by Alternate Driver
on a print-on-paper writing. Alternate Driver also agrees that no
certification, authority or other third party verification is necessary
to validate Alternate Driver's E-Signature and that the lack of such
certification or third party verification will not in any way affect
the enforceability of Alternate Driver's E-Signature or any resulting
contract between Alternate Driver and GC.
18. Definitions. As used in this Agreement, the
following terms have the meanings set forth below.
"Agreement" means this Vanpool Agreement by
and between GC and Alternate Driver and all of the terms of use,
attached schedules and exhibits, and agreements incorporated herein by
reference including the Vanpool Rules, Fee Schedule, Manual, and Terms
of Use and Privacy Policy, each as may be amended or modified from time
to time by GC, and which are available on the GC website.
"Charging Station" means an electric vehicle
charging station compatible with the Vehicle.
"Departure Trip" means any Trip on Vanpool
Route by which Primary Driver or Alternate Driver picks up Passengers
at the Origin Point(s) and drives the Passengers to the Destination
Point(s).
"Departure Trip Time" means the time at which
the Vehicle is scheduled by GC to leave the Origin Point(s) for each
Trip. The Departure Trip Time may be different for Trips on different
days of the week.
"Destination Point(s)" means the end point(s)
on Vanpool Route where Passengers are dropped off near their workplace.
"Dispute" means a dispute, claim or
controversy arising out of or relating to this Agreement or the breach,
termination, enforcement, interpretation or validity thereof.
"Driver" means is a person who has been
approved in writing by GC to drive a Vehicle in the Vanpool Program and
who has entered into a separate agreement with GC governing his or her
participation as a driver in the Vanpool Program.
"MVRs" mean Alternate Driver's motor vehicle
records and/or driving records from any state in which Alternate Driver
has been licensed including, but not limited to, information on
Alternate Driver's license, citations, violations, points, and
convictions.
"Origin Point(s)" means the location(s) where
Vanpool Route begins where the Passengers will be picked up by Primary
Driver or Alternate Driver in order to be driven along Vanpool Route to
reach the Destination Point(s).
"Passenger" means each of the passengers
registered with and approved by GC to participate in the Vanpool
Program and who have entered into a separate agreement with GC
governing such participation in the Vanpool Program.
"Primary Driver" means is a person who has
been approved in writing by GC to drive a Vehicle in the Vanpool
Program on the Vanpool Route for which Alternate Driver has agreed to
drive as an alternate and who has entered into a separate agreement
with GC governing his or her participation as a primary driver in the
Vanpool Program.
"Recharging Card" means the GC electric
charging payment card located in the glove box of the Vehicle.
"Return Trip" means each Trip by which
Primary Driver or Alternate Driver picks up Passengers at the
Destination Point(s) and returns them to the Origin Point(s).
"Return Trip Time" means the time at which
the Vehicle is scheduled by GC to leave the Origin Point(s) for each
Trip. The Return Trip Time may be different for Trips on different days
of the week.
"Term" means the term of the Agreement,
commencing on the last date provided in the signature blocks below and
continuing on a month to month basis until terminated as provided in
Section 13.
"Trip" means each trip the Vehicle is
scheduled to make along Vanpool Route.
"Trip Schedule" means the schedule determined
by GC that describes the Origin Point(s), the Destination Point(s), the
Departure Trip Time for each Trip, the Return Trip Time for each Trip,
and the Vehicle Return Time for each Trip.
"Vanpool Program" means the vanpool
arrangement operated by GC for transportation of people to and from
their places of employment as described in this Agreement.
"Vanpool Route" means a vanpool route
determined by GC between Origin Point(s) and Destination Point(s).
"Vanpool Start Date"
means the date that the Vehicle is first used to travel the Vanpool
Route.
"Vehicle" means any and all electric vehicles
allocated by GC for Vanpool Program transportation as described in this
Agreement.
"Vehicle Return Time" means the time
determined by GC for the driver to return the Vehicle to GC's
designated parking space at the end of each Trip.
|
GREEN COMMUTER, INC.:
By:
Name:
Title:
Date:
Mailing Address:
11800 Clark St
Arcadia, California 91006
Email Address: info@greencommuter.org
|
ALTERNATE DRIVER:
Signature is confirmed by completion of the form accompanying the legal agreement. |