This Agreement (“Agreement”) is made and entered into by and between you, the undersigned driver partner (“Driver Partner”), an independent contractor engaged in the business of performing advertising services to BuyMyBumper clients (“Advertiser Client”) who are businesses and other organizations, and BUYMYBUMPER LLC (“BUYMYBUMPER”). This Agreement will become effective on the date it is accepted regardless of whether you are eligible to, or ever do, perform any Contracted Services outlined herein.
In consideration of the above and mutual promises made herein, BUYMYBUMPER and Driver Partner (collectively “the Parties”) agree to the terms and conditions set forth herein as follows:
1.1 This Agreement will commence on the date Driver Partner satisfies the conditions set forth in Section 2 hereof, if later, and will continue until terminated by either Party in accordance with Section 11, or Section 17.
1.2 BUYMYBUMPER appoints you to perform Services for Advertiser Clients from time to time on the terms set out in this Agreement.
1.3 Throughout this Agreement, “Advertising Services” means the display of ads on Driver Partner vehicle (“Display Ads”) from Advertiser Partner and offered to Driver Partner through BUYMYBUMPER’s platform, and the Driver Partner can accept or reject such Display Ads in accordance with the terms of this Agreement.
1.4 Driver Partner acknowledges and agrees that its geo-location information must be provided to BUYMYBUMPER in order to provide contracted Advertising Services, and that such geo-location information may be monitored and tracked by BUYMYBUMPER and shared with third parties when Driver Partner is available to perform Advertising Services. Driver Partner will not falsely report its geo-location, prevent or attempt to prevent BUYMYBUMPER from reporting its geo-location, or otherwise attempt to circumvent this requirement.
2.1 This Agreement governs the relationship between BUYMYBUMPER and Driver Partner and any of Driver Partner’s employees, contractors, subcontractors, agents and representatives of other Driver Service or ride-sharing entities engaged by Driver Partner to perform Advertising Services (collectively the “Subcontractors”). Subcontractors also includes any employees, contractors, subcontractors, agents and representatives of any Driver service or ride-sharing entity engaged by Driver Partner to perform
Advertising Services. In exchange for the promises contained in this Agreement, Driver Partner will have the contractual right and obligation to perform Advertising Services and receive the Service Fees to be agreed upon by the Parties. However, nothing in this Agreement requires Driver Partner to perform any particular volume of Advertising Services, nor requires Driver Partner to work any set / required hours, and nothing in this Agreement shall guarantee Driver Partner any particular volume of Driver opportunities for any specific time period.
2.2 Driver Partner shall have no obligation to accept or perform any Driver opportunity/services offered by BUYMYBUMPER, however once a Driver opportunity is accepted, Driver Partner shall be contractually bound to complete the contracted Advertising Services in accordance with the terms of this Agreement.
3.1 As a condition of entering into this Agreement with BUYMYBUMPER, and as long as Driver Partner is performing contracted Advertising Services hereunder, Driver Partner represents and warrants that Driver Partner is a self-employed Driver Partner and is in the independent business of providing Advertising Services and is neither an employee of BUYMYBUMPER, nor a worker within the meaning of any employment rights legislation.
3.2 Driver Partner agrees to fully perform the contracted Advertising Services for for Advertising Client for the total agreed upon Advertising Service duration of the Advertising Service agreement and in the agreed upon Advertising Service locations on the vehicle without any alterations to the provided Display Ads from BUYMYBUMPER. BUYMYBUMPER shall have no right to, and shall not, control the manner, method or means Driver Partner uses to perform contracted Advertising Services.
3.3 For the avoidance of doubt, throughout the term of this Agreement, Driver Partner is free and able to perform services for others and to hold him/herself to the general public as a separately established business. BUYMYBUMPER does not have the right to restrict Driver Partner from performing services for other businesses, even if such business directly competes with BUYMYBUMPER, provided always the total number of Display Ads does not exceed the amount of ads agreed upon in 5.1.v
3.4 Driver Partner further warrants that neither Driver Partner nor anyone acting on your behalf such as Subcontractors, will present any claim in any civil court or employment tribunal in which is contended that Driver Partner is an employee or a worker.
3.5 If, despite 3.4 above, either you or anyone acting on your behalf (or your substitute or anyone acting on your substitute’s behalf) presents any claim in any civil court or Employment Tribunal which would not be able to proceed unless it was successfully contended that you (or your substitute) are an employee or a worker within the meaning of any employment rights legislation, you undertake to indemnify and keep indemnified BUYMYBUMPER against costs (including legal costs) and expenses that it incurs in connection with those proceedings, and you agree that BUYMYBUMPER may set off any sum owed to you against any damages, compensation, costs or other sum that may be awarded to you in those proceedings.
3.6 Nothing in this Agreement shall make Driver Partner an agent of BUYMYBUMPER and Driver Partner shall not have any right or power to enter into contracts or Agreements on behalf of BUYMYBUMPER with third parties.
3.7 Driver Partner agrees to immediately notify BUYMYBUMPER in writing if Driver Partner services are different in any way from what is contemplated in this Section.
4.1 BUYMYBUMPER is not obligated to make available any particular volume of Advertising Services for any specific time period to Driver Partner, nor is Driver Partner obligated to perform any minimum level or amount of work.
4.2 Without prejudice to 4.1, when applying to join BUYMYBUMPER’s pool of Driver Partners and at regular intervals thereafter you will provide an indication of the amount of daytime driving miles during the week in which you typically expect to be traveling to perform contracted Advertising Services. BUYMYBUMPER places reliance on such indications provided by Driver Partners in planning to meet customer demand. BUYMYBUMPER accordingly expects Driver Partner to inform a member of BUYMYBUMPER if this changes materially, and reserves the right to terminate this Agreement if Driver Partner is no longer able to perform contracted Advertising Services at time periods which meet Advertising Clients or BUYMYBUMPER’s need.
4.3 It is the responsibility of Driver Partner to engage with BUYMYBUMPER’s mobile application at regular intervals. BUYMYBUMPER uses a mobile application for Driver Partners to understand performance regarding contracted Advertising Services in a particular geographic location over a particular time period.
4.4 It is the responsibility of Driver Partner to log into the Platform during this period and to actively accept any Advertising Services offers in the geographic zone which Driver Partner is able to and chooses to accept.
4.5 Driver Partner ensures that they will perform the contracted Advertising Services in accordance with the Service Driver Standards set out in Section 5 below. However, and for the avoidance of doubt, Driver Partner will not be subject to the supervision, direction or control of BUYMYBUMPER in performing the Services.
4.6 Driver Partner must immediately notify a member of BUYMYBUMPER’s Team if they become unable to perform contracted Advertising Services for the Advertising Client during a time period that they have previously agreed to work in accordance with 4.3. For the avoidance of doubt, no fee shall be payable in respect of such period.
5.1 For the duration of any Engagement, Driver Partner agrees to faithfully and diligently devote best efforts, skills and abilities to the performance of contracted Advertising Services including but not limited to the following:
iii. Driver Partner agrees to keep the Display Ads for the agreed upon duration of the Advertising Service contract.
5.2 Unless otherwise agreed to between BUYMYBUMPER and Driver Partner or as otherwise required by law, BUYMYBUMPER is not obligated to pay Driver Partner any Service Fees or other payments associated with Advertising Services not completed in material compliance with this Agreement. Driver Partner will not circumvent or attempt to circumvent the conditions or requirements of this Agreement.
5.3 Subject to compliance with this Agreement (including the service level commitments set forth in this Section 5), Driver Partner will be solely responsible for determining how to perform the contracted Advertising Services, including but not limited to whether to utilize Subcontractors to perform all or some of the contracted Advertising Services, and BUYMYBUMPER will have no right to, and will not, control or prescribe the manner, method or means Driver Partner uses to complete contracted Advertising Services provided driving time or miles and advertising location on the vehicle is consistent with the contracted Advertising Services. The provisions of this Agreement reserving ultimate authority in BUYMYBUMPER have been inserted solely to achieve compliance with federal, state or local laws, regulations and interpretations thereof.
5.4 Nothing herein will preclude Driver Partner from providing services to any other business, including a business directly competing with BUYMYBUMPER. Such services may be performed concurrently with the contracted Advertising Services during any Engagement, provided that such concurrent services do not hinder Driver Partner’s performance of contracted Advertising Services during such Engagement. Notwithstanding the foregoing, Driver Partner will not divert or attempt to divert any BUYMYBUMPER Advertising Clients or customers to a competitive service or directly to Driver Partner.
5.5 Failure to comply with any part of this Section 5 will constitute a material breach of this Agreement.
6.1 Driver Partner maintains at its own expense all equipment it deems necessary and advisable to perform contracted Advertising Services. Driver Partner acknowledges that without limiting the generality of the foregoing, the following equipment is necessary to provide contracted Advertising Services:
6.2 A data-enabled smartphone with a data plan which enables Driver Partner to access data services at all times while this Agreement is in force. Network access must be generally available and smartphone must be sufficiently charged at all times while Driver Partner is performing contracted Advertising Services. The smartphone may not be jailbroken (if iPhone) or rooted (if Android), or otherwise altered to circumvent requirements or processes of BUYMYBUMPER.
6.3 Driver Partner agrees to download / install or permit BUYMYBUMPER to download / install, such applications as are required for Driver Partner to perform contracted Advertising Services and will also update to newer versions as they become available, and apply revisions and fixes to such software as may be required by BUYMYBUMPER.
7.1 For each accurate Driver Partner completed contracted Advertising Services engagement BUYMYBUMPER will pay Driver Partner Service Fees for the contracted Advertising Services on behalf of the Advertising Client in the amounts and pursuant to the terms of the agreed upon Service Fee Schedule (the “Earn Amount”) offered to Driver Partner via BUYMYBUMPER’s platform. It is Driver Partner’s responsibility to apply the Display Ads on your vehicle and provide proof of application through the BUYMYBUMPER mobile app or website.
7.2 The payment period for contracted Advertising Services commences upon proof of application via the smartphone app or website to the vehicle in the agreed upon location.
7.3 BUYMYBUMPER reserves the right to reduce, deduct or withhold payments owed to Driver Partner should Driver Partner:
iii. Neglects to submit required proof of the advertisement being applied on the vehicle as required through the BUYMYBUMPER mobile app.
7.4 Driver Partner will indemnify BUYMYBUMPER and keep BUYMYBUMPER indemnified against any claim or demand made against BUYMYBUMPER in respect to any income tax, value added tax, any other tax or national insurance or social security contributions due on fees payable under this Agreement and against any interest or penalties imposed in connection with any such tax or contributions. Driver Partner will inform BUYMYBUMPER of their social security number or tax reference number on request. BUYMYBUMPER may at its option satisfy such indemnity in whole or in part by way of deductions from any payments owed to Driver Partner.
8.1 Payments by BUYMYBUMPER to Driver Partner under the terms of this Agreement will be deemed complete and accurate unless disputed by Driver Partner in accordance with the following requirements:
9.1 The Service Fees paid to Driver Partner pursuant to this Agreement constitute the entire amount to be paid by BUYMYBUMPER on behalf of the Advertising Client for performance of contracted Advertising Services by Driver Partner or any Subcontractors.
9.2 Driver Partner acknowledges and agrees that it is solely responsible for all costs and expenses arising from its performance of contracted Advertising Services, including but not limited to operating costs related to subcontractors and the motor vehicle. Except as otherwise required by law, Driver Partner assumes all risk of damage or loss to any equipment used to perform contracted Advertising Services, and Driver Partner represents and warrants that:
iii. Driver Partner is at least 21 years of age and has had a valid driver’s license for at least 2 years consecutively, and has the appropriate level of certification necessary and required or advisable to operate the vehicle used to perform contracted Advertising Services.
sex-related crimes, or any other similar crimes.
vii. Driver Partner will notify BUYMYBUMPER immediately in the event any of the foregoing representations and warranties is no longer true.
10.2 In the event any of the foregoing representations and warranties ceases to be true (“Ineligibility”), BUYMYBUMPER may immediately suspend Driver Partner’s contracted Advertising Services and / or terminate this Agreement.
11.1 Driver Partner agrees to obtain and maintain at their own cost current insurance in amounts and of types required by law to operate the vehicle for which Advertising Services will be performed. Driver Partner acknowledges that failure to secure or maintain satisfactory insurance coverage shall be deemed a material breach of this Agreement and shall result in termination of this Agreement and the loss of Driver Partner’s right to receive Driver opportunities.
11.2 Driver Partner agrees that Driver Partner will not be and is not eligible for workers’ compensation benefits through BUYMYBUMPER, and is solely responsible for providing Driver Partner’s own workers’ compensation insurance and / or occupational accident insurance if required by law.
12.1 Driver Partner agrees to indemnify, protect and hold harmless BUYMYBUMPER and its affiliates, and their respective employees, officers, directors and agents (collectively, the “BUYMYBUMPER Indemnitees”) from any and all claims, damages, demands, suits, losses, liabilities, causes of action, settlements, costs and expenses (including reasonable attorneys’ fees) arising directly or indirectly from BUYMYBUMPER’s actions arranging and offering the contracted Advertising Services to Driver Partner as a result of or in connection with (i) the actions or omissions of Driver Partner, any Subcontractor or other person employed or engaged by Driver Partner, including without limitation property damage or personal injury to, or death of, any person, or (ii) Driver Partner’s failure to comply with any term of this Agreement. BUYMYBUMPER will have the right to select its counsel and direct its defense in the event a claim triggering its right to indemnification hereunder is made.
12.2 Driver Partner agrees to indemnify, protect and hold harmless the BUYMYBUMPER Indemnities from any damage to their vehicle resulting from or related to performing advertising services.
12.3 Driver Partner agrees to indemnify, protect and hold harmless the BUYMYBUMPER Indemnities from any and all tax liabilities and responsibilities for payment of all federal, state and local taxes, including without limitation all payroll taxes, self-employment taxes, workers’ compensation premiums, and any contributions imposed or required under federal, state and local laws, with respect to Driver Partner and any Subcontractors.
12.4 Driver Partner agrees to indemnify, protect and hold harmless the BUYMYBUMPER Indemnities from any and all costs of Driver Partner’s business sought to be paid by BUYMYBUMPER, including without limitation costs of wages (or back wages), employee benefits, insurance or regulatory licenses, permits or fines.
13.1 Subject to compliance with this Agreement, Driver Partner will have sole discretion over whether to use Subcontractors, and will be solely responsible for the direction and control of its Subcontractors. Driver Partner (or its owner or principal) has no obligation under this Agreement to personally perform any contracted Advertising Services. Notwithstanding the foregoing, Driver Partner remains liable for the performance of contracted Advertising Services entered into by the Driver Partner, and the engagement of Subcontractors will not release Driver Partner from any of its obligations hereunder.
13.2 Service Fees payable for contracted Advertising Services performed by Subcontractors will be payable to Driver Partner. Driver Partner assumes full responsibility, and BUYMYBUMPER will not be responsible, for the payment of any compensation, wages, benefits and expenses, if any, and for all required state and federal income tax withholdings, unemployment insurance contributions, and social security taxes as to Driver Partner and all Subcontractors (which will be determined in Driver Partner’s sole discretion), in the performance of contracted Advertising Services under this Agreement. BUYMYBUMPER shall have no responsibility for any wages, benefits, expenses, or other payments due Driver Partner’s Subcontractors, nor for income tax withholding, social security, unemployment insurance contributions, or other payroll taxes relating to Driver Partner or his / her Subcontractors. Neither Driver Partner nor his/ her Subcontractors shall receive any wages, including vacation pay or holiday pay, from BUYMYBUMPER, nor shall they participate in or receive any other benefits, if any, available to BUYMYBUMPER employees.
13.3 Unless required by law, BUYMYBUMPER will not have any withholding obligations with respect to Subcontractor compensation.
13.4 Driver Partner will require all Subcontractors performing contracted Advertising Services hereunder to satisfy and comply with all the terms of this Agreement, which Driver Partner must make enforceable by written agreement between Driver Partner and such Subcontractors. A copy of such written agreement must be provided to BUYMYBUMPER at least 5 days in advance of such Subcontractors performing the contracted Advertising Services outlined within this Agreement.
14.1 To the fullest extent permitted by law, the Parties mutually agree to resolve any and all disputes between or among them exclusively through final and binding arbitration before the American Arbitration Association (“AAA”), rather than in court or before any administrative or regulatory body. This agreement to arbitrate (“Arbitration Provision”) will extend to any dispute involving Driver Partner, any Subcontractor, BUYMYBUMPER and/or any affiliate of BUYMYBUMPER for which Driver Partner performs contracted Advertising Services. This Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and will apply to any and all claims including but not limited to those arising out of or relating to this Agreement (including the termination of this Agreement), Driver Partner’s independent contractor classification and status with BUYMYBUMPER or its affiliates, the provision of Advertising Services hereunder or any other aspect of the relationship between the Driver Partner, any Subcontractor, BUYMYBUMPER and/or any affiliate of BUYMYBUMPER, whether arising under federal, state or location statutory and/or common law. Except with respect to the enforceability, revocability or validity of the Class Action Waiver, only an arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Provision. However, notwithstanding the preceding sentence, disputes relating to the interpretation or application of the Class Action Waiver below, including its enforceability, revocability or validity, may be decided only by a court of competent jurisdiction and not an arbitrator. Regardless of any other terms of this Agreement, nothing prevents Driver Partner from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, and nothing in this Agreement or Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this arbitration provision.
14.2 If either Party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand Driver within the applicable statute of limitations period. The demand for arbitration must include (i) the name and address of the party seeking arbitration, (ii) a statement of the legal and factual basis of the claim, and (iii) a description of the remedy sought. Any demand for arbitration directed at BUYMYBUMPER must be delivered to PO BOX 1646, Latham, N.Y., 12110.
14.3 Class Action Waiver. Driver Partner and BUYMYBUMPER mutually agree that by entering into this agreement to arbitrate, both wave their right to have any dispute or claim brought, heard or arbitrated as, or to participate in, a class action, collective action and / or representative action, and an arbitrator shall not have any authority to hear or arbitrate any class, collective or representative action (“Class Action Waiver”). Notwithstanding any other clause contained in this Agreement or the AAA Rules (as defined below), any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case, in which (i) the dispute is filed as a class, collective, and / or representative action and (ii) there is a final judicial determination that all or part of this Class Action Waiver is unenforceable, the class, collective, and / or representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. Notwithstanding any other clause contained in this Agreement or the AAA Rules (as defined below), any claim that all or part of this Class Action Waiver is enforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. All other disputes with respect to this Arbitration Provision is unenforceable, unconscionable, applicable, valid, void or voidable shall be determined exclusively by an arbitrator, and not by any court.
14.4 Driver Partner agrees and acknowledges that entering into this arbitration agreement does not change Driver Partner’s status as a self-employed independent contractor in fact and law, that Driver Partner is not an employee of BUYMYBUMPER or its customers and that any disputes in this regard shall be subject to arbitration as provided in this Agreement.
14.5 Any arbitration will be governed by the AAA Commercial Arbitration Rules (“AAA Rules”), which may be found at www.adr.org or by request from BUYMYBUMPER, except as follows:
vii. The arbitration will be heard by one arbitrator selected in accordance with the AAA Rules. The arbitrator will be an attorney or retired judge with experience in the law underlying the dispute.
viii. If the Parties cannot otherwise agree on a location for the arbitration, the arbitration will take place in the city in which Driver Partner provided contracted Advertising Services under this Agreement.
xii. The arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedures governing such motions.
xiii. The arbitrator’s decision or award will be in writing with findings of fact and conclusions of law.
xiv. The Parties may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief if necessary to preserve the status quo or to prevent the possibility of irreversible or irreparable harm pending final resolution of arbitration proceedings.
15.1 Driver Partner has the right to opt out of this Arbitration Provision by sending an email notice to optout@BUYMYBUMPER.com stating such intention to opt out. Driver Partner may also opt out by sending a written notice to BUYMYBUMPER at PO Box 1646, Latham, NY 12110. , or such other address as may be communicated by BUYMYBUMPER. In order to be effective, such opt out notice must be provided within 30 days of Driver Partner’s acceptance of this Agreement. If Driver Partner timely opts out it will not be subject to any adverse consequences as a result of that decision and may pursue available legal remedies without regard to this Arbitration Provision. Should Driver Partner not opt out of this Arbitration Provision within 30 days of Driver Partner’s acceptance of this Agreement, such acceptance of this Agreement will constitute mutual acceptance of the terms of this Arbitration Provision by BUYMYBUMPER and Driver Partner.
15.2 Right to Consult with an Attorney. Driver Partner acknowledges that it has been given the opportunity to consult with private counsel of its choice with respect to whether to agree to, any aspect of and any claim that may be subject to this Arbitration Provision. Except as described above, in the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable.
15.3 This Arbitration Provision is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. The award issued by the Arbitrator may be entered in any court of competent jurisdiction.
16.1 Convenience. Either Party may terminate this Agreement by giving the other Party (1) day (24 hours) written notice.
16.2 Without prejudice to 15.1 above, BUYMYBUMPER also reserves the right to terminate this Agreement with immediate effect in the event of a material breach by Driver Partner of any obligation owed to BUYMYBUMPER. Examples of material breach by Driver Partner include, without limitation, the following:
iii. Any action or omission threatening the safety of Driver Partner or Subcontractor, or Driver customer (including without limitation, reckless driving, threats or aggression, stalking and/or contacting individuals without permission); or
16.3 Obligations on Termination. Upon termination of this Agreement for any reason, Driver Partner will immediately, remove all advertising materials from the motor vehicle related to contracted advertising acquired through BUYMYBUMPER.
16.4 The rights and obligations set forth under the Arbitration Provision of this Agreement shall survive the termination of this Agreement and any Engagement(s) hereunder, and will continue in effect and inure to the benefit of and be binding upon the Parties and their legal representatives, heirs, successors and assigns.
17.1 Both during the term of this Agreement and following its termination Driver Partner must not (unless required to do so by law, protected in doing so by a legal right of protected disclosure or doing so in properly providing the contracted Advertising Services):
iii. The words “confidential information” include but are not limited to: Personal data identifying or relating to any of BUYMYBUMPER’s customers (including but not limited to names, addresses and other personal information such as dietary requirements and details of other household members), suppliers or employees;
vii. any other information Driver Partner knows to have been divulged to them by BUYMYBUMPER, or by a third party in the course of performing the contracted Advertising Services, in confidence.
17.2 The Parties agree to use each other’s Confidential Information solely to effectuate their respective obligations hereunder, and will not disclose each other’s Confidential Information to any third parties; provided, however, that Confidential Information may be disclosed to such Party’s employees, agents, contractors, subcontractors and representatives who have a need-to-know such information to perform its obligations under this Agreement, and are subject to confidentiality obligations at least as restrictive as those herein. Each Party will be responsible for any breach of this provision by its employees, agents, contractors, subcontractors and representatives.
17.3 All Confidential Information will remain the exclusive property of the disclosing Party. Nothing in this Agreement will be deemed to grant a Party any rights in or to the Confidential Information disclosed by the other Party, or any part thereof.
17.4 Driver Partner will not make, directly or indirectly, any detrimental or derogatory comments about BUYMYBUMPER, its officers, employees, business partners, clients or suppliers (including other drivers), either verbally or in writing, including in particular but not limited to on any social media platform or forum. A failure to comply with these obligations will constitute a material breach of this Agreement.
17.5 In the event of a breach of this Section 18, the aggrieved Party will have the right to demand the immediate return of all Confidential Information and recover its actual damages incurred by reason of such breach in accordance with the Arbitration Provision (as defined and set forth in Section 15). The Parties specifically acknowledge that the unauthorized use or disclosure of Confidential Information would result in irreparable harm for which there is no adequate remedy at law, and in such event the aggrieved Party will be entitled to an injunction pending arbitration, or any other remedy available at law or in equity to prevent further unauthorized use or disclosure, and that no bond will be required. Failure to comply with any part of this Section 18 will constitute a material breach of this Agreement.
18.1 Driver Partner acknowledges that BUYMYBUMPER may need to process personal data about Driver Partner for a variety of legal and administrative purposes. This data may include information relating to arrangements with Driver Partner and Driver Partner’s performance of the contracted Advertising Services and for the purposes of record keeping and invoicing.
18.2 Driver Partner may have access to personal data about the employees, customers and suppliers of BUYMYBUMPER. If the performance of the contracted Advertising Services involves Driver Partner processing personal data (whether as data controller or data processor), Driver Partner must:
19.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BUYMYBUMPER ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: (A) PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, IN CONNECTION WITH THE PERFORMANCE OF CONTRACTED ADVERTISING SERVICES, EMAIL OR SMS TEXT; (B) ERRORS, MISTAKES OR INACCURACIES OF EMAIL OR SMS TEXT; (C) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM EMAIL OR SMS TEXT; (C) ERRORS OR OMISSIONS IN ANY CONTENT OR LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH EMAILS OR SMS TEXT; (D) BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH EMAIL OR SMS TEXT BY ANY THIRD PARTY; OR (E) UNAUTHORIZED ACCESS TO OR USE OF BUYMYBUMPER SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN BY ANY THIRD PARTY.
19.2 MISCELLANEOUS: This Agreement, together with any appendices attached hereto, sets forth the default provisions governing BUYMYBUMPER’s engagement of Driver Partner for the provision of contracted Advertising Services on behalf of Advertising Clients, and supersedes any and all previous agreements between the Parties, whether written or oral. Together with the terms of any Engagements agreed to between the Parties, this Agreement is the entire Agreement between the Parties with respect to the subject matter herein.
19.3 Failure of either Party to enforce any provision of this Agreement will not be construed as a waiver thereof, or as excusing the other Party from future performance.
19.4 Headings and Captions appearing in this Agreement are for convenience only and do not in any way limit, amplify, modify or otherwise affect the terms and provisions of this Agreement.
19.5 If any provision of this Agreement is found to be unenforceable or unlawful, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
19.6 Driver Partner may not assign this Agreement without the prior written consent of BUYMYBUMPER. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of any permitted successors and assigns.
19.7 Except for the Arbitration Provision above, which is governed by the Federal Arbitration Act, the choice of law for interpretation of this Agreement, and the right of the parties hereunder, shall be the rules of law of the state in which Driver Partner performs the majority of the contracted Advertising Services covered by this Agreement.
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