Effective May 1, 2023
Cruis Inc. (“Cruis”) maintains on-line Software-As-A-Service System (“Cruis Platform(s)”) where persons seeking transportation (“Passenger Client(s)”) can connect directly with Captain Clients (“Captain Clients”) to facilitate and book pre-arranged transportation in the Captain Clients’ vehicle(s) and which enables payment of fees for that transportation (“Service(s)”). Access to the Cruis Software is obtained through web and mobile Internet Platforms owned and operated by Cruis (“Cruis” “we,” or “us”) and licensed to the Captain Clients. In order to participate as a Cruis Captain Client (“you”), you become a licensed user of Cruis Software-As-A-Service Platforms and agree to these Terms and Conditions. Subject to these Terms and Conditions between Cruis and you, you will have access to the Platforms to receive, review requests, and collect payment from those Passenger Clients once you accept and perform the Service. These Terms include and hereby incorporate by reference Cruis’s Privacy Policy available at https://CruisNow.com/privacy-policy
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THESE TERMS AND CONDITIONS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Acknowledgment and Acceptance of Software-as-a-Service Terms and Conditions
These Terms and Conditions constitute an electronic contract that sets out the legally binding terms of the relationship between Cruis and you in your capacity as a Cruis Captain Client and as a Cruis Platforms licensee. Please read these Terms and Conditions carefully.
Cruis reserves the right to change, modify, remove, add to, and terminate these Terms and Conditions or any provision thereof, at any time, at its sole discretion, effective upon making the modified provisions available on the Platforms, with or without your notice or consent. You are responsible for regularly reviewing these Terms and Conditions. Continued use of the Platforms after any such changes are made to these Terms and Conditions shall constitute your consent to such changes.
Use of the Platforms is permitted only by individuals who can form legally binding contracts under applicable law and who meet all applicable regulatory requirements for providing passenger transportation services in a personal vehicle. Accordingly, you must be at least 21 years old, have had for at least one year a valid license to drive a Passenger vehicle in the jurisdiction in which you are providing Services, and be legally authorized to work in the United States to become a Captain Client. You must also not be legally barred from driving a ride-sharing vehicle per the requirements of any applicable law, regulation or ordinance. If you do not meet these legal qualifications, you should not apply to become (or, if applicable, you must cease engaging as) a Captain Client. All Captains used to perform services under these Terms and Conditions must also satisfy the credentialing and training requirements used by the relevant state and/or federal agencies or departments in the state(s) in which the Driver performs services. Thus, if your training or credentialing qualifications lapse, you may be suspended from the Platform.
By accessing the Platforms, you accept these Terms and Conditions and agree to the terms, conditions, and notices contained and/or referenced herein.
Capitalized terms are defined as set forth below or elsewhere in the Agreement.
1.1 “Services” means the services specified in a Cruis Request for services to be provided by a Captain Client to a Passenger Client; specifically, pre-arranged transportation services using the Platforms to connect Passenger Clients with Captain Clients who will provide transportation services using the Captain Client’s personal vehicle.
1.2 “Cruis Request” means a notice provided, through the Platforms, to one or more Captain Clients, which includes a description of the Services to be optionally provided by the Captain Client, the time by which at which the services are to be provided (the “Cruis Completion Date”) and the rate of payment associated with the Cruis Request (the “Payment”). An open request is a request for Services that has not yet been filled (“Open Request”). Captain Clients can use the Platforms to review Open Requests and optionally decide to accept Open Requests. Once a Captain Client has accepted a Cruis Request pursuant to Section 2, the Cruis Request will become a “Cruis Engagement.”
2.1 Background Checks. As part of your initial registration with Cruis, you agree to immediately execute a written consent for a background check (which may include but not be limited to a criminal history check, motor vehicle record check, and drug and/or alcohol screening) to be conducted by an independent third party. Subject to the satisfactory completion of any and all required background checks (which will be conducted in compliance with all applicable laws) and agreement to the terms herein, you will be eligible to use the Cruis Mobile Platforms to view and accept Cruis Requests. Such background checks also may be conducted at any time while providing Services under these Terms and Conditions.
2.2 Automobile Insurance. You agree to maintain at your cost automobile insurance valid for transporting passengers and a valid driver’s license. You are advised that personal automobile insurance policies will normally not provide coverage when a Captain Client uses a vehicle in connection with a transportation network company's online-enabled application or platform and that personal automobile insurance policies will not normally provide collision or comprehensive coverage for damage to the vehicle used by the Captain Client when a Captain Client is giving a ride or on his way to go pick up a Passenger Client who requested a ride on Cruis. While Cruis currently maintains a commercial automobile insurance policy covering Passenger Clients of up to at least $1 Million per accident, you understand and agree that Cruis’s commercial automobile insurance policy does not provide coverage to you or your vehicle(s) in the event of an accident or other loss. You further agree that, in the event of an accident while providing services to a Passenger Client, you will comply with any applicable law, ordinance, or regulation; make any required contact with or report to your insurance carrier; and have available for law enforcement inspection evidence of your personal insurance and Cruis’s commercial insurance.
2.3 Other Insurance. You acknowledge that you are a Captain Client and as such an independent contractor, not an employee of Cruis. As such, unless otherwise required by applicable law, ordinance, or regulation, you are not covered by any insurance that may be provided by Cruis to its employees, including, without limitation, health insurance, workers’ compensation insurance, general liability insurance, and automobile liability insurance. As an independent contractor, you are solely and exclusively responsible for and agree to provide your own insurance. Specifically, in the event that you are injured while in the course and scope of an engagement sourced through Cruis, you acknowledge, understand, and agree that you will not be covered by any workers’ compensation insurance coverage that Cruis may provide to its employees. Further, in the event that your actions cause an injury to a third party while you are in the course and scope of an engagement sourced through Cruis, you acknowledge and understand that you will not be covered by any general liability or automobile liability insurance coverage that Cruis may have, and that Cruis is not making any commitment to defend and/or indemnify you in such circumstances, and specifically denies such obligation.
2.4 Vehicle Used To Provide Services. In providing Services to Passenger Clients, you agree consistent with applicable law, ordinance, or regulation to use street-legal coupes, sedans, hatchbacks, convertibles, or light-duty vehicles including vans, minivans, sport utility vehicles (SUVs) and pickup trucks and that such vehicles are not modified significantly from factory specifications (e.g., no stretch vehicles). You also agree that you will not transport more than seven (5) passengers on any one ride. You further agree that your vehicle used to provide Services to Passenger Clients is in good operating condition and meets the industry safety standards and all applicable statutory and state department of motor vehicle requirements for a vehicle of its kind and that any and all applicable safety recalls have been or will be remedied per manufacturer instructions. You will be solely responsible for any and all liability that results from or is alleged as a result of the operation of the vehicle you use to transport Passenger Clients, including, but not limited to personal injuries, death, and property damages.
2.5 Compliance With Non-Discrimination Requirements. You represent that you understand and agree to comply with all legal requirements to provide services on a nondiscriminatory basis, including refraining from harassment, with respect to sex, race, color, religion, ancestry, national origin, disability, medical condition, genetic information, marital status, sexual orientation and any other basis protected by applicable law.
2.6 Vehicle Inspection. You agree to conduct a vehicle inspection of the vehicle you intend to use to provide services to Cruis’s Passenger Clients, to the extent required by applicable law, regulation, or ordinance. Any legally required inspection must be satisfactorily completed before you may provide driving services to Passenger Clients.
2.7 Obey All Laws. You agree to follow all applicable laws, ordinances, and regulations when providing services to a Passenger Client, including but not limited to obeying all traffic laws and regulations.
2.8 Zero Tolerance Intoxicating Substance Policy. Consistent with its legal obligations, Cruis has adopted a Zero Tolerance Intoxicating Substances Policy. You understand and agree that Passenger Clients will be encouraged to report to Cruis any violation of the policy and that you will be deactivated from providing services to Passenger Clients until the completion of Cruis’s investigation of the incident and that these Terms and Conditions may be terminated if Cruis’s investigation determines you violated the policy.
2.9 Accepting Open Requests. By registering to become a Captain Client and accepting an Open Request, you agree to use your best efforts to perform the Cruis Engagement such that the Services are satisfactory to the Passenger Client, for whom the Open Request was created. Once a Captain Client has accepted a Cruis Request, the Open Request will no longer be available for performance by other Captain Clients who received the Open Request. By accepting an Open Request, you are entering into a binding legal agreement to provide the Services for the Payment specified in the Open Request. Do not accept an Open Request unless you are sure that you understand what you are being asked to deliver, can get to and from the Passenger Client’s location safely, and can deliver the Services in the requested time period.
Cruis and Captains Client desire to enter into a supplier relationship that grants Captain Client the right to access Cruis’s Platforms to provide Services for Passenger Clients.
3.1 Right. Subject to the terms of these Terms and Conditions, Cruis hereby grants Captain Client the non-exclusive, revocable right to use the Cruis Platforms to find and collect payment from Passenger Clients willing to pay for rides. These rights will terminate upon suspension or termination of Client’s status as a Captain Client.
3.2 Network. Captain Client shall have the right to use Cruis’s Platforms for the acquisition of and communications with Passenger Clients. These Terms and Conditions do not limit or otherwise restrict your ability to use other similar software platforms to provide similar Services.
Cruis provides motivated individuals with the opportunity to establish and grow their own businesses. You are not required to work any particular schedule, expected to work a certain amount of hours, or even provide services at all. You are an independent contractor who decides when and if you want to provide transportation to Passenger Clients through the use of the Cruis Platforms. You are free to work with other companies if you so choose. As an independent contractor, you rely on your own skill, education, and training in performing under these Terms and Conditions, if you choose to do so; you are solely responsible for your actions and inactions; and you are solely responsible for determining the manner and means by which you provide services to the Passenger Clients you decide to offer services to (subject to these Terms and Conditions). Accordingly, nothing in these Terms and Conditions is intended to or should be construed as creating a partnership, joint venture, agency, or employer-employee relationship between Cruis and you or between the Passenger Client and you. You are not an employee or agent of Cruis or the Passenger Client; you may not act as or represent to any third party that you are an employee or agent of Cruis or the Passenger Client; and you are not authorized, and must not represent to any third party that you are authorized, to make any contract, agreement, obligation, or commitment, or otherwise act, on behalf of Cruis or the Passenger Client. You shall not undertake or allow any actions contrary to the letter and spirit of these Terms and Conditions. Nothing herein should be construed to prevent or prohibit you from performing work for other individuals or entities while performing services pursuant to these Terms and Conditions.
4.1 Benefits and Contributions. You (and your spouse, dependents, and successors) are not entitled to or eligible for any benefits that Cruis or other related entities may make available to its employees, such as group insurance, workers’ compensation insurance benefits, profit-sharing, or retirement benefits. You waive all rights to such benefits, including any right to file a claim for any employee benefits under the Employee Retirement Income Security Act (ERISA), applicable state or local law, or any Cruis policy, practice, procedure, or program. Because you are a Captain Client and an independent contractor, Cruis will not withhold or make payments for income or payroll taxes or social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf. If, notwithstanding the foregoing, you are reclassified as an employee of Cruis, or any affiliate of Cruis (“Affiliate”), by the U.S. Internal Revenue Service (“IRS”), the U.S. Department of Labor (“DOL”), an arbitrator, or any other federal, state or foreign court or agency, you agree that you will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by either Cruis or any of its parents, subsidiaries, affiliates or related entities or by the Passenger Client and any related persons or entities.
4.2 Taxes. You are solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of Payments to you under these Terms and Conditions and you agree to do so in a timely manner. You agree that you will comply with all applicable federal, state, local, and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability, and other contributions. To the extent required by the IRS and state or local tax authorities, Cruis will report the Payments paid to you for services rendered as part of Cruisengagements by filing Form 1099-K with such tax authorities. You agree to indemnify Cruis and hold Cruis harmless for the cost of any tax liabilities, interest, and penalties incurred by Cruis as a result of your failure to pay all applicable taxes in a timely manner.
5.1 Use and Disclosure. From time to time, you may be given access to confidential information in the course of performing engagements that you receive through Cruis. During the term of these Terms and Conditions and at all times thereafter, you will (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by these Terms and Conditions, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Cruis’s express prior written consent on a case-by-case basis. “Confidential Information” means any and all information related to Cruis’s or any Passenger Clients or their business (including information about the Platforms and identity of Passenger Clients, other trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, guest lists, personal information about Passenger Clients, personnel information, financial data, and proprietary information of third parties including Passenger Clients) that Cruis and/or the Passenger Client considers to be confidential or proprietary or Cruis has a duty to treat as confidential.
5.2 Exceptions. Your obligations under Sections 5.1 will terminate with respect to any particular information that you can prove, by clear and convincing evidence, (a) you lawfully knew prior to Cruis’s first disclosure to you, (b) a third party rightfully disclosed to you free of any confidentiality duties or obligations, or (c) is, or through no fault of you has become, generally available to the public. Additionally, you will be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by Cruis, or is required by law or court order, provided that you immediately notify Cruis in writing of such required disclosure and cooperate with Cruis, at Cruis’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court.
5.3 Removal; Return. Upon termination or expiration of these Terms and Conditions, you will promptly (a) return to Cruis or, if so directed by Cruis, destroy all Confidential Information (in every form and medium) relating to the Platforms and Passenger Clients who have used the Platforms, (b) permanently erase all electronic files containing or summarizing any Confidential Information, and (c) certify to Cruis in writing that you have fully complied with these obligations.
Cruis will use its commercially reasonable best efforts to perform the following tasks.
6.1 Providing Software. Cruis shall provide software-as-a-service enabling Passenger Clients to request scheduled, flat-fee rides for optional, not obligatory, acceptance by Captain Client.
6.2 Collection System. Cruis shall provide software-as-a-service to enable Captain Client to collect payments from Passenger Clients online.
6.3 Maintenance. Cruis shall provide ongoing maintenance, support, and upgrade of Cruis’s Platforms.
6.4 Support. Cruis shall provide e-mail technical support according to Cruis’s existing standards.
6.5 Magnetic Decal. Cruis may sell a magnetic decal to Captain Client to place on Captain Client’s vehicle when giving rides (to comply with state or local legal requirements).
7.1 Pricing. The Fare for a Passenger Client is determined based on rates set by Cruis (“Cruis Rate”). You receive the entire Fare, subject to deductions of Cruis’s Platform Fees and any adjustments deemed appropriate by Cruis. The Platform Fees are intended to compensate Cruis for the Passenger Client’s and Captain Client’s use of Cruis’s software and may change in the future upon written notice to you. When you accept a trip from within the Platforms, you expressly acknowledge and agree to the Fare amount, which is calculated up front and displayed within the Platforms.
7.2 Collection of Fare and Payment. Cruis utilizes a third-party payment processor to collect from each Passenger Client the Fare charged for services provided by you to a respective Passenger Client. The third-party payment processor shall pay the entire Fare to you, subject to any deductions of the Cruis Platform Fee and any offset for Late Cancellation Fees. You authorize the third-party payment processor to pay Cruis the applicable Platform Fee and any applicable fees included in the Fare. You receive payment for the services you provide on a weekly basis. Contact information for the third-party payment processor shall be provided upon written request.
7.3 Cancellation or No-Show Fees. For trips based on a Cruis Rate, in the event you cancel an accepted Open Request or Direct Booking Request, you authorize Cruis and its third-party provider to apply and deduct a late cancellation fee as outlined in the cancellation and no-show fee schedule. You expressly acknowledge and agree that these potential fees may result in you not generating a profit and potentially sustaining losses in providing services under the terms of these Terms and Conditions.
You represent and warrant that you are not subject to any contract or duty that would be breached by entering into or performing your obligations under these Terms and Conditions, or any Cruis Engagement, or that is otherwise inconsistent with these Terms and Conditions or any Cruis Engagement. These Terms and Conditions are not exclusive and do not limit your ability to use your car for other purposes.
9.1 General. You represent, warrant, and covenant that:
9.2 Indemnification. You will indemnify and hold harmless Cruis and its parents, affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorney fees and costs associated with litigation) arising from or relating to a breach by you of any representation, warranty, covenant, or obligation in these Terms and Conditions, or arising from or relating to any negligent or intentional act or omission committed by you, in connection with the performance of any Cruis engagement, which act or omission gives rise to any claim for damages against you, Cruis and/or its parents, affiliates, employees or agents. Cruis specifically denies any obligation to defend and/or indemnify you from and against any third party claims made against you arising from any negligent or intentional act or omission committed by you in connection with the performance of any Cruis engagement.
9.3 Warranty Disclaimer. The Platforms and the Services are provided “as is,” as available and without any warranties or conditions (express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement, arising by statute or otherwise in law or from a course of dealing or usage or trade). We disclaim all and make no representations or warranties, of any kind, either express or implied, as to the quality, identity, or reliability of any third party, or as to the accuracy of the postings made on the Platforms by any third party. We also do not guarantee and do not promise any specific results from the use of Cruis and/or the Services. Some states and jurisdictions do not allow for all the foregoing limitations on implied warranties, so to that extent, if any, some or all of the above limitations may not apply to you.
We do not warrant that your use of the Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, error-free, or will meet your requirements, that any defects in the Services will be corrected, or that the Services are free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability. We cannot guarantee that each user is at least the required minimum age, nor do we accept responsibility or liability for any content, communication, or other use or access of Cruis or the Services by persons in violation of these Terms. We are not responsible or liable in any manner for any content posted on Cruis or in connection with the Service, whether posted or caused by users of the Cruis, by Cruis, by third parties or by any of the equipment or programming associated with or utilized in Cruis or the Services. Although we provide rules for user conduct and postings, we do not control and are not responsible for what users post, transmit, or share on Cruis and are not responsible for any offensive, inappropriate, obscene, unlawful, or otherwise objectionable content you may encounter on Cruis or in connection with any content. Cruis is not responsible for the conduct, whether online or offline, of any user of Cruis or Services. It also is possible for others to obtain personal information about you due to your use of Cruis or the Services, and that the recipient may use such information in an unauthorized manner. We are not responsible for the use of any personal information that you disclose on Cruis or through the Services. You are solely responsible for your interactions with other users. We reserve the right but have no obligation, to monitor disputes between you and other users. Please carefully select the type of information that you post on Cruis or through the Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other participants or users (including unauthorized users, or “hackers”). Cruis only offers a venue that enables Captains and riders to match with each other. Cruis does not offer transportation services and Cruis is not a transportation company. We are not involved in the actual transportation services between Captain Clients and Passenger Clients. As a result, we have no control over the quality or safety of the transportation that occurs as a result of the Service; nor do we have any control over the truth or accuracy of the participants’ information listed on Cruis. We cannot ensure that a Passenger Client is who they claim to be or that a Passenger Client will actually complete an arranged service. We reserve the right to change any and all content, software, and other items used or contained in Cruis and the Services at any time without notice. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof, or any affiliation therewith, by Cruis or Cruis.
Cruis and the Services may be temporarily unavailable from time to time for maintenance or other reasons. Cruis assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to, or alteration of, user communications. Cruis is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet, on Cruis, on any web site or any combination thereof, including injury or damage to a user’s or to any other person’s computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Web and/or in connection with the Services.
9.4 Online Content Disclaimer. Opinions, advice, statements, offers, or other information or content made available through the Services, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. We do not guarantee the accuracy, completeness, or usefulness of any information on the Services and neither do we adopt nor endorse nor are we responsible for the accuracy or reliability of any opinion, advice, or statement made by parties other than us. Under no circumstances will we be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Services, or transmitted to participants. We reserve the right, but we have no obligation, to monitor the materials posted in the public areas of the Services. Notwithstanding this right, users remain solely responsible for the content of the photos, profiles (including your name, image, and likeness), messages, notes, text, information, music, video, advertisements, listings, and other content (the “Content”) that users post in the public areas of the Services and in users’ private e-mail messages. We shall have the right to remove any such material that in our sole opinion violates, or is alleged to violate, the law or these Terms or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. E-mails sent between users and other participants that are not readily accessible to the general public will be treated by us as private to the extent required by applicable law.
Cruis contains links to other websites (“Third Party Site(s)”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (the “Third Party Software and Content”). Such Third Party Sites and Third Party Software and Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Software and Content accessed through Cruis or any Third Party Software or Content posted on, available through or installed from Cruis, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Software or Content. Inclusion of, linking to, or permitting the use or installation of any Third Party Site or any Third Party Software or Content does not imply approval or endorsement thereof by us. If you decide to leave Cruis and access the Third Party Sites or to use or install any Third Party Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. Please review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from Cruis or relating to any applications you use or install from Cruis.
IN NO EVENT WILL CRUIS OR ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INSURERS, OR SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CRUIS’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS AND CONDITIONS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENTS OWED BY CRUIS FOR CRUIS ENGAGEMENTS PERFORMED UNDER THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD PRIOR TO THE OCCURRENCE OF THE FIRST CLAIM TO GIVE RISE TO LIABILITY UNDER THESE TERMS AND CONDITIONS. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
11.1 Termination by You or Cruis. Either Cruis or you may terminate these Terms and Conditions with respect to you and your providing Services hereunder for any reason, or for no reason at all, at any time upon written notice to the other party. Both Cruis and you acknowledge that other than the aforementioned termination notice, no other actions are necessary for either party to terminate these Terms and Conditions with respect to you and your providing Services hereunder. The basis for termination may include, but is not limited to: (a) you have not received a request for services within three calendar months; (b) you have not accepted a Cruis Engagement in the previous three calendar months; (c) your material breach of any of your obligations under these Terms and Conditions, which includes but is not limited to failing to comply with the requirements set forth in applicable state or local requirements for Captain Clients using their personal vehicles to provide services, your driving a vehicle while under the influence of intoxicating substances, your failure to complete an engagement, your failure to show up when you have accepted an engagement, or your failure to complete the ride to the specifications of the Cruis Request; (d) you are not permitted by applicable law, ordinance, or regulation to be a a Cruis Captain Client (for example, due to a disqualifying criminal conviction or arrest, license revocation or suspension, or an unacceptable driving record as determined in Cruis’s sole discretion); (e) Cruis’s material breach of any of its obligations under these Terms and Conditions; and (f) any other lawful reason. Cruis shall not be liable for, nor shall you be liable to perform, any Services, payments, or expenses incurred after the receipt of notice of termination, except as set forth expressly in these Terms and Conditions or as otherwise required by law.
11.2 Deactivation from Platform. In addition, you agree that, if you are arrested or charged with any criminal offense which, if convicted, would bar you under applicable law, ordinance, or regulation from Captain Client, you agree to report the arrest or being charged to Cruis within 48 hours, and you further agree that you may be deactivated from access to the Cruis platform from the time of your arrest or being criminally charged until such time as you report that the charges have been adjudicated or dismissed without conviction of a disqualifying offense. If the charges result in a disqualifying conviction, you legally will no longer be authorized to provide services to Cruis’s Passenger Clients, and you agree that Cruis may terminate these Terms and Conditions upon written notice to you.
You also agree that Cruis may deactivate your access to the Cruis platform while it investigates complaints received from Passenger Clients regarding you or the services you provide and that Cruis may deactivate your access or terminate these Terms and Conditions in the event it determines, in its sole discretion, following its investigation that you materially breached the terms of these Terms and Conditions (such as by driving unsafely or recklessly or engaging in conduct that violates the Community Guidelines) or violated any applicable law, ordinance, or regulation, including but not limited to the common law and laws, ordinances, or regulations governing the conduct of driving Passenger Clients. By way of example, engaging in racial slurs or other forms of harassment, striking a Passenger Client or committing assault or battery, reckless driving or other violation of traffic laws, and failure to permit an authorized service animal to ride in your vehicle or other forms of discrimination on the basis of disability are examples of conduct that can result in deactivation or termination of these Terms and Conditions.
Cruis may also deactivate your access to the Cruis platform or terminate these Terms and Conditions if, two times within a calendar year, you fail to either provide at least 48 hours advance notice to Cruis of inability to arrive at a pick-up location by the agreed-upon time or if you fail to arrive by the scheduled pick-up time (i.e. a “No-Show”) of an accepted ride.
11.3 Survival. Sections 4 (“Independent Contractor Relationship”), 5 (“Confidentiality”), 8 (“No Conflicts”), 9(“Representations and Warranties”), 10 (“Limitation of Liability”), and 12 (“General Provisions”) will survive any termination or expiration of these Terms and Conditions. Termination or expiration of these Terms and Conditions will not affect either party’s liability for any breach of these Terms and Conditions such party may have committed before such expiration or termination.
12.1 Law. These Terms and Conditions or any claim, cause of action, or dispute (“Claim”) arising out of or related to these Terms and Conditions shall be governed, construed, and interpreted in accordance with the laws of the state of Delaware, notwithstanding any conflicts of law principles.
12.2 Arbitration. If you and Cruis are unable to resolve a dispute within 60 days of your original claim, you and Cruis agree to the following process:
In accordance with the Federal Arbitration Act, except as provided for below, you and Cruis agree to the final and binding resolution by arbitration of any claim (including, but not limited to, a claim for compensation, breach of contract, interpretation or enforceability of these Terms and Conditions, and any other claim for violation of any federal, state or local law) that you may have against Cruis or any of its related entities, their predecessors or successors, or its or their partners, owners, officers, directors, shareholders, administrators, employees, insurers, attorneys, or agents, in their capacity as such or otherwise; and any such claim that Cruis may have against you. Any arbitration pursuant to these Terms and Conditions shall be conducted before a single arbitrator affiliated with the American Arbitration Association (“AAA”). The place of the arbitration shall be held in the State and a County in which you provide services to Passenger Clients, at a location to be determined by the arbitrator in the arbitrator’s sole discretion, or as otherwise agreed to by the parties. If the claims are in any way predicated on allegations of an employment relationship, they shall be resolved under the Employment Dispute Resolution Rules then in effect for AAA, except as provided herein. Any other claims will be resolved under the AAA rules designated by the arbitrator; any dispute as to the applicable rules will be resolved by the arbitrator. Copies of the rules may be obtained from the AAA’s website: www.adr.org. The fees of the Arbitrator shall be assessed as called for under the relevant rules and applicable law. If you are unable to access or print the AAA rules, you may obtain a printout of the rules by requesting one from Cruis via email at ask@CruisNow.com.
The party wishing to initiate arbitration must submit a written demand for arbitration. If you initiate a Claim, you will submit the demand by certified mail to Cruis’s Agent of Service of Process for the state in which you provide Services. If Cruis initiates a claim, Cruis will serve a written demand for arbitration upon you by email to the email address on file with Cruis, and may send a copy by certified mail to your last known address (or to another address specified by you in your notice of dispute of your informal claim). You agree to service of process in that manner. Any demand for arbitration by either party shall identify the parties to the dispute, describe the legal and factual basis of the dispute, and specifically state the remedy being sought. Any demand for arbitration must be served no later than the expiration of the applicable statute of limitations for such a claim.
Except as otherwise provided in these Terms and Conditions, the parties’ agreement to arbitrate claims is entered into pursuant to and is enforceable pursuant to the Federal Arbitration Act, 9 U.S.C. § 1, et seq.
You and Cruis agree and acknowledge that any claims brought by you or Cruis shall only be in an individual capacity and that neither you nor Cruis can bring claims as a class member in any purported class, collective, or representative proceeding, including actions brought pursuant to Federal Rule of Civil Procedure 23, 29 U.S.C. § 216, or analogous state class action procedures. Nothing in these Terms and Conditions should be construed to require the arbitration of a claim (or the arbitration of a claim in a particular capacity) that cannot be compelled to arbitration (or cannot be subject to a class or collective action waiver within the arbitration setting) pursuant to applicable federal law. These Terms and Conditions also do not preclude you from filing an administrative charge or complaint with, or communicating in any way with, any federal, state, or local agency or official. To the extent that the Parties’ dispute involves both timely filed claims subject to arbitration under these Terms and Conditions and claims that are excluded from arbitration as set forth herein, the Parties agree to bifurcate and stay for the duration of the arbitration proceedings any such excluded claims.
Each party to the arbitration shall bear its own respective attorneys’ fees and all other costs, unless otherwise provided by law or under the terms of the relevant AAA rules and awarded by the arbitrator.
If any provision of these Terms and Conditions is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms and Conditions will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
These Terms and Conditions and your rights and obligations under these Terms and Conditions may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without Cruis’s express prior written consent. Any attempted assignment, delegation, or transfer in violation of the foregoing will be null and void. Cruis may assign these Terms and Conditions or any of its rights under these Terms and Conditions to any third party with or without your consent.
Cruis collects information from you or about you when you use its Platforms and Services. The collection, use, storage, and sharing of personal information obtained from you or about you is governed by Cruis’s Privacy Policy which can be found at CruisNow.com/privacy-policy. It applies to Captain Clients, Passenger Clients, Partner Transportation Companies, and any other persons that use the Cruis Platforms. Agreeing to these Terms and Conditions communicates the understanding and acceptance of the Privacy Policy.
16.1 Notices. Cruis may give any notice required by these Terms and Conditions by means of a general notice on the Platforms, electronic mail to your email address on record with Cruis, text message to your cell phone on record with Cruis, or by written communication sent by first class mail or pre-paid post to your address on record with Cruis. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email or text message). You may give notice to Cruis, by providing written notice sent via certified mail, return receipt requested, or by a nationally recognized overnight delivery service to its designated agent for service of process.
16.2 Waiver. All waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of these Terms and Conditions on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
16.3 Execution and Delivery; Binding Effect.The parties will evidence execution and delivery of these Terms and Conditions with the intention of becoming legally bound, by accepting the Terms of Service on the Site.
16.4 Entire Agreement; Amendments. These Terms and Conditions constitute the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications and understandings between the parties.
16.5 Modifications to Platforms. Cruis reserves the right at any time to modify or discontinue, temporarily or permanently, the Platforms (or any part thereof) with or without notice. You agree that Cruis shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Platforms.
16.6 Effective Date. These Terms and Conditions shall become effective upon your initial access of the Cruis Platforms, subject to your successful completion of any and all required background checks.
16.7 Force Majeure. Cruis cannot be held liable for any breach of its obligations under these Terms and Conditions due to developments beyond its control and/or resulting from a force majeure. Cases of force majeure include, in addition to cases accepted by the courts, electrical and technical problems from external parties preventing communication.
16.8 Contacting Cruis. If you wish to report a violation of the Software-as-a-Service Client Agreement, have any questions, or need assistance, please contact Customer Support at ask@CruisNow.com.
