Terms of Service (ToS)

These Terms of Service constitute a legally binding agreement (the “Agreement”) between you and Nexas Platform LLC, a Texas limited liability company doing business as NaviTaek (“NaviTaek,” “we,” “us” or “our”) governing your use of the NaviTaek application (the “NaviTaek App”), website, and technology platform (collectively, the “NaviTaek Platform”).

PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND NAVITAEK CAN BE BROUGHT. THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST NAVITAEK TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. AS A DRIVER OR DRIVER APPLICANT, YOU HAVE AN OPPORTUNITY TO OPT OUT OF ARBITRATION WITH RESPECT TO CERTAIN CLAIMS AS PROVIDED IN SECTION 17.

By entering into this Agreement, and/or by using or accessing the NaviTaek Platform you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provisions in Section 17) and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE NAVITAEK PLATFORM OR ANY OF THE SERVICES PROVIDED THROUGH THE NAVITAEK PLATFORM. This Agreement governs your use or access from within the United States and its territories and possession of the NaviTaek Platform.

When using the NaviTaek Platform, you also agree to conduct yourself in accordance with our Community Guidelines, which shall form part of this Agreement between you and NaviTaek.

The NaviTaek Platform

The NaviTaek Platform provides a marketplace where, among other things, persons who seek transportation to certain destinations (“Riders”) can be matched with transportation options to such destinations. One option for Riders is to request a ride from rideshare drivers who are driving to or through those destinations (“Drivers”). Drivers and Riders are collectively referred to herein as “Users,” and the driving services provided by Drivers to Riders shall be referred to herein as “Rideshare Services.” As a User, you authorize NaviTaek to match you with Drivers or Riders based on factors including but not limited to your location, the requested pickup location, the estimated time to pick up, your destination, User preferences, driver mode, and platform efficiency, and to cancel an existing match and/or rematch you with a Driver or Rider based on the same considerations. Any decision by a User to offer or accept Rideshare Services is a decision made in such User’s sole discretion. Each Rideshare Service provided by a Driver to a Rider shall constitute a separate agreement between such persons.

Modification to the Agreement

NaviTaek reserves the right to modify the terms and conditions of this Agreement (including ancillary documents that form this Agreement, including but not limited to the Community Guidelines, Driver Addendum Agreement, and Privacy Policy), and NaviTaek will provide you with notice of such modifications. The modified terms and conditions of this Agreement shall be binding on you effective immediately upon your continued use and/or access of the NaviTaek Platform. Unless material changes are made to the arbitration provisions herein, you agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration (if applicable).

Eligibility

The NaviTaek Platform may only be used by individuals who are at least 18 years of age or the age of legal majority in your jurisdiction (if different than 18 years of age). The NaviTaek Platform is not available to Users who have had their User account temporarily or permanently deactivated. You may not allow other persons to use or access your User account, and you agree that you are the sole authorized user of your account. To use the NaviTaek Platform, each User shall create a User account. Each person may only create one User account, and NaviTaek reserves the right to deactivate any additional or duplicate accounts. Your participation in certain NaviTaek programs and use of certain NaviTaek products or services may be subject to additional eligibility requirements as determined by NaviTaek. Subject to the terms and conditions of this Agreement, you agree to maintain accurate, complete, and up-to-date information in your User account, including a valid phone number, address, and payment method. Your failure to comply with this Agreement including, without limitation, your failure to maintain accurate, complete, and up-to-date account information, including having an invalid or expired payment method on file, may result in your inability to access or use the NaviTaek Platform.

By becoming a User, you represent and warrant that you are at least 18 years old. Notwithstanding the foregoing, if you are the parent or legal guardian of a 16 or 17-year-old minor, you may create a NaviTaek account for such minor to use the NaviTaek Platform subject to the following requirements and restrictions: (a) you ensure that the minor does not request or accept any Rideshare Services unless accompanied by you or an authorized guardian, (b) you explain the terms of this Agreement to the minor, and (c) you expressly guarantee the minor’s acceptance of the terms of this Agreement.

By creating a NaviTaek account for such minor, you hereby give permission and consent to the Agreement on the minor’s behalf, and you shall assume any and all responsibility and liability for the minor’s use of the NaviTaek Platform as provided by the terms of this Agreement. You will be responsible for any breach of the above representations, warranties and/or this Agreement, and/or any attempt of the minor to disaffirm this Agreement. Furthermore, you hereby represent that you are fully authorized to execute this Agreement on behalf of yourself and all other parents or legal guardians of the minor Rider.

Charges

As a Rider, you understand that request or use of Rideshare Services may result in charges to you (“Charges”). Charges for Rideshare Services include Fares, as described, and defined herein, and other applicable fees, tolls, surcharges, and taxes, plus any tips to the Driver that you elect to pay. NaviTaek has the authority and reserves the right to determine and modify pricing by posting applicable pricing terms to your market or quoting you a price for a specific ride at the time you make a request. Pricing may vary based on the type of service you request. You are responsible for reviewing the applicable NaviTaek price quote within the NaviTaek App and shall be responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts thereof.

Fares. There are two types of fares, variable and scheduled (collectively, the “Fare”).

  • Variable Fares. Variable fares consist of a base charge and incremental charges based on the duration and distance of your ride (“Variable Fares”). For particularly short rides, minimum fares may apply. Please note that we use GPS data from your Driver’s phone to calculate the distance traveled on your ride. We cannot guarantee the availability or accuracy of GPS data. If we lose signal, we will calculate time and distance using available data from your ride.
  • Scheduled Fares. In some cases, NaviTaek may quote you a Fare (“Scheduled Fare”) at the time of your request to schedule a ride. The quote is subject to change until the ride request is confirmed. If during your ride you change your destination, make multiple stops, or attempt to abuse the NaviTaek Platform, we may cancel the Fare quote and charge you a Variable Fare based on the time and distance of your ride. NaviTaek does not guarantee that the Scheduled Fare price will be equal to a Variable Fare for the same ride. Scheduled Fares may include the Fees and Other Charges below, as applicable.

Fees and Other Charges.

  • Cancellation Fee. After requesting a ride, you may cancel it through the NaviTaek App, but note that in certain cases a cancellation fee may apply. You may also be charged if you fail to show up after requesting a ride.
  • Damage Fee. If a Driver reports that you have damaged the Driver’s vehicle that requires repair or cleaning, then you agree to pay a “Damage Fee” of up to $250 depending on the extent of the damage (as determined by NaviTaek in its sole discretion), towards vehicle repair or cleaning. NaviTaek reserves the right (but is not obligated) to verify or otherwise require documentation of damages prior to processing the Damage Fee.
  • Tolls. In some instances, tolls (or return tolls) may apply to your ride. We do not guarantee that the amount charged by NaviTaek will match the toll charged to the Driver if any.
  • Other Charges. Other fees and surcharges may apply to your ride, including: actual or anticipated airport fees, state or local fees, or event fees as determined by NaviTaek, where required by law NaviTaek will collect applicable taxes.
  • Tips. Following a ride, you may elect to tip your Driver in cash or through the NaviTaek Platform. Any tips will be provided entirely to the applicable Driver.

General.

  • Facilitation of Charges. All Charges are facilitated through a third-party payment processor (e.g., PayPal, Inc., Stripe). NaviTaek may replace its third-party payment processor without notice to you. Charges shall only be made through the NaviTaek Platform. With the exception of tips to the Drivers, cash payments are strictly prohibited. Your payment of Charges to NaviTaek satisfies your payment obligation for your use of the NaviTaek Platform and Rideshare Services. Certain Charges may be collectively billed as a single purchase transaction to your selected payment method based on the payment frequency indicated in your settings. If you don’t recognize a transaction, then check your ride receipts and payment history.
  • No Refunds. All Charges are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the NaviTaek Platform, any disruption to the NaviTaek Platform or Rideshare Services, or any other reason whatsoever.
  • Coupons. You may receive coupons that you can apply toward payment of certain Charges upon completion of a Ride. Coupons are only valid for use on the NaviTaek Platform and are not transferable or redeemable for cash except as required by law. Coupons cannot be combined unless expressly provided otherwise, and if the cost of your ride exceeds the applicable credit or discount value, we will charge your payment method on file for the outstanding cost of the Ride. For Quoted or Variable Fares, NaviTaek may deduct the amount attributable to the Service Fee, Tolls, or Other Charges before application of the coupon. Additional restrictions on coupons may apply as communicated to you in a relevant promotion or by clicking on the relevant coupon within the Promotions section of the NaviTaek App.
  • Credit Card Authorization. Upon the addition of a new payment method or each ride request, NaviTaek may seek authorization of your selected payment method to verify the payment method, ensure the ride cost will be covered, and protect against unauthorized behavior. The authorization is not a charge; however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft of non-sufficient funds charges by the bank issuing your debit or prepaid card. We cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank.
  • Payments If you are a Driver, you will receive payment for your provision of Services pursuant to the terms of the Driver Agreement Addendum, which shall form part of this Agreement between you and NaviTaek.

NaviTaek Communications

By entering into this Agreement or using the NaviTaek Platform, you agree to receive communications from us or communications related to the NaviTaek Platform at any of the phone numbers provided to NaviTaek by you or on your behalf, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from NaviTaek, its affiliated companies and/or Drivers, may include but are not limited to operational communications concerning your User account or use of the NaviTaek Platform or Rideshare Services through the NaviTaek Platform, updates concerning new and existing features on the NaviTaek Platform, communications concerning marketing or promotions run by us or our third-party vendors, and news concerning NaviTaek and industry developments. If you change or deactivate the phone number you provided to NaviTaek, you agree to update your account information to help prevent us from inadvertently communicating with anyone who acquires your old number. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.  YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE NAVITAEK PLATFORM OR RELATED SERVICES.

Your Information

Your Information is any information you provide, publish or post to or through the NaviTaek Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature) (your “Information”). You consent to us using your Information to create a User account that will allow you to use the NaviTaek Platform and participate in the Rideshare Services. Our collection and use of personal information in connection with the NaviTaek Platform and Rideshare Services is as provided in NaviTaek’s Privacy Policy. For your Information and your interactions with other members of the public, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current and complete information and that we and other members of the public may rely on your Information as accurate, current and complete. To enable NaviTaek to use your Information for the purposes described in the Privacy Policy and this Agreement, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. NaviTaek does not assert any ownership over your Information; rather, as between you and NaviTaek, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information.

Promotions, Referrals, and Loyalty Programs

NaviTaek, at its sole discretion, may make available promotions, referral programs and loyalty programs with different features to any Users or prospective Users. These promotions and programs, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with NaviTaek. NaviTaek reserves the right to withhold or deduct credits or benefits obtained through a promotion or program in the event that NaviTaek determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion or program terms or this Agreement. NaviTaek reserves the right to terminate, discontinue or cancel any promotions or programs at any time and in its sole discretion without notice to you.

Currently, NaviTaek’s referral program provides you with incentives to refer your friends and family to become new Users of the NaviTaek Platform (the “Referral Program”). Your participation in the Referral Program is subject to this Agreement.

Restricted Activities

With respect to your use of the NaviTaek Platform and your participation in the Rideshare Services, you agree that you will not:

  1. impersonate any person or entity;
  2. stalk, threaten, or otherwise harass any person, or carry any weapons;
  3. violate any law, statute, rule, permit, ordinance, or regulation;
  4. interfere with or disrupt the NaviTaek Platform or the servers or networks connected to the NaviTaek Platform;
  5. post Information or interact on the NaviTaek Platform or Rideshare Services in a manner which is fraudulent, libelous, abusive, obscene, profane, sexual, harassing, or discriminatory, or illegal;
  6. use the NaviTaek Platform in any way that infringes any third party’s rights, including: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
  7. post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of the NaviTaek Platform or any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data, or personal information;
  8. forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the NaviTaek Platform;
  9. “frame” or “mirror” any part of the NaviTaek Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other website for any purpose;
  10. modify, adapt, translate, reverse engineer, decipher, decompile, or otherwise disassemble any portion of the NaviTaek Platform;
  11. rent, lease, lend, sell, redistribute, license, or sublicense the NaviTaek Platform or access to any portion of the NaviTaek Platform;
  12. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the NaviTaek Platform or its contents;
  13. link directly or indirectly to any other websites;
  14. transfer or sell your user account, password and/or identification, or any other User’s Information to any other party;
  15. discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity or expression, physical or mental disability, medical condition, marital status, age, sexual orientation, or any other legally protected category;
  16. violate any of the Referral Program rules if you participate in the Referral Program; or
  17. cause any third party to engage in the restricted activities above.

Driver Representations, Warranties and Agreements

By providing Rideshare Services as a Driver on the NaviTaek Platform, you represent, warrant, and agree that:

  1. You possess a valid driver ‘s license and are authorized and medically fit to operate a motor vehicle with or without an accommodation and have all appropriate licenses, registrations, insurance approvals, and authority to provide transportation to Riders in all jurisdictions in which you provide Rideshare Services.
  2. You own, or have the legal right to operate, the vehicle you use when providing Rideshare Services; such vehicle 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 any and all applicable safety recalls have been remedied per manufacturer instructions.
  3. You will not engage in reckless behavior while driving, drive unsafely, operate a vehicle that is unsafe to drive, permit an unauthorized third party to accompany you in the vehicle while providing Rideshare Services, provide Services as a Driver while under the influence of alcohol or drugs, or take action that harms or threatens to harm the safety of the NaviTaek community or third parties.
  4. You will only provide Rideshare Services using the vehicle that has been reported to, and approved by NaviTaek, and for which a photograph has been provided to NaviTaek, and you will not transport more passengers than can securely be seated in such vehicle.
  5. You will not, while providing the Rideshare Services, operate as a public or common carrier or taxi service, accept street hails, charge for rides (except as expressly provided in this Agreement), demand that a rider pay in cash, or use a credit card reader, to accept payment or engage in any other activity in a manner that is inconsistent with your obligations under this Agreement.
  6. You will not attempt to defraud NaviTaek or Riders on the NaviTaek Platform or in connection with your provision of Rideshare Services. If we suspect that you have engaged in fraudulent activity, we may withhold applicable Fares or other payments for the ride(s) in question and take any other action against you available under the law.
  7. You will not discriminate against Riders with disabilities and agree to review NaviTaek’s anti-discrimination policies. You will make reasonable accommodations as required by law and our service animal policy and wheelchair policy for Riders who travel with their service animals or who use wheelchairs (or other mobility devices) that can be folded for safe and secure storage in the car’s trunk or backseat.
  8. You agree that we may obtain information about you, including your criminal and driving records, in accordance with the Fair Credit Reporting Act and any and all other federal, state and local laws.  Further, you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement.
  9. You have a valid policy of liability insurance (in coverage amounts consistent with all applicable legal requirements) that names or schedules you for the operation of the vehicle you use to provide Rideshare Services.
  10. You will pay all applicable federal, state, and local taxes based on your provision of Rideshare Services and any payments received by you.

Intellectual Property

All intellectual property rights in the NaviTaek Platform shall be owned by NaviTaek absolutely and in their entirety. These rights include database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the NaviTaek Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of NaviTaek. NaviTaek shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

NAVITAEK and other NaviTaek logos, designs, graphics, icons, scripts, and service names include unregistered and registered trademarks, trademarks, or trade dress of NaviTaek in the United States (collectively, the “NaviTaek Marks”). If you provide Rideshare Services as a Driver, NaviTaek grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the NaviTaek-branded items provided by NaviTaek directly to you in connection with providing the Rideshare Services (“License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license, or sublicense with respect to any of the rights granted hereunder without NaviTaek’s prior written permission, which it may withhold in its sole discretion. The NaviTaek logo (or any NaviTaek Marks) may not be used in any manner that is likely to cause confusion, including but not limited to: use of a NaviTaek Mark in a domain name or NaviTaek referral code, or use of a NaviTaek Mark as a social media handle or name, avatar, profile photo, icon, favicon, or banner. You may identify yourself as a Driver on the NaviTaek Platform, but may not misidentify yourself as NaviTaek, an employee of NaviTaek, or a representative of NaviTaek.

You acknowledge that NaviTaek is the owner and licensor of the NaviTaek Marks, including all goodwill associated therewith, and that your use of the NaviTaek logo (or any NaviTaek Marks) will confer no interest in or ownership of the NaviTaek Marks in you. You agree to use the NaviTaek logo strictly in accordance with this Agreement, and to immediately cease any use that NaviTaek determines too nonconforming or otherwise unacceptable.

You agree that you will not: (1) create any materials that use the NaviTaek Marks or any derivatives of the NaviTaek Marks as a trademark other than as expressly approved by NaviTaek in writing; (2) use the NaviTaek Marks in any way that tends to impair their validity as proprietary trademarks, or use the NaviTaek Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair NaviTaek’s rights as owner of the NaviTaek Marks or the legality and/or enforceability of the NaviTaek Marks, including, challenging or opposing NaviTaek’s ownership in the NaviTaek Marks; (4) apply for trademark registration or renewal of trademark registration of any of the NaviTaek Marks, any derivative of the NaviTaek Marks, any combination of the NaviTaek Marks and any other name, or any trademark, symbol or word which is similar to the NaviTaek Marks; (5) use the NaviTaek Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.

Violation of any provision of this License may result in immediate termination of the License, in NaviTaek’s sole discretion and/or a takedown request sent to the appropriate internet service provider or social media platform. If you create any materials (physical or digital) bearing the NaviTaek Marks (in violation of this Agreement or otherwise), you agree that upon their creation NaviTaek exclusively owns all right, title and interest in and to such materials, including any modifications to the NaviTaek Marks. You further agree to assign any interest or right you may have in such materials to NaviTaek, and to provide information and execute any documents as reasonably requested by NaviTaek to enable NaviTaek to formalize such assignment.

Disclaimers

The following disclaimers are made on behalf of NaviTaek, successors and assigns, and each of our respective officers, directors, employees, and agents.

NaviTaek does not provide transportation services, and NaviTaek is not a transportation carrier. NaviTaek is not a common carrier or public carrier. It is up to the Driver to decide whether or not to offer a ride to a Rider contacted through the NaviTaek Platform, and it is up to the Rider to decide whether or not to accept a ride from any Driver contacted through the NaviTaek Platform. We cannot ensure that a Driver or Rider will complete an arranged transportation service. We have no control over the quality or safety of the transportation that occurs because of the Rideshare Services.

THE NAVITAEK PLATFORM AND/OR RIDESHARE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED, OR STATUTORY. WE DO NOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE NAVITAEK PLATFORM AND/OR THE RIDESHARE SERVICES, INCLUDING THE ABILITY TO PROVIDE OR RECEIVE RIDESHARE SERVICES AT ANY GIVEN LOCATION OR TIME. NAVITAEK RESERVES THE RIGHT, FOR EXAMPLE, TO LIMIT OR ELIMINATE USE OR ACCESS TO THE NAVITAEK PLATFORM FOR RIDESHARE SERVICES IN SPECIFIC GEOGRAPHIC AREAS AND/OR AT SPECIFIC TIMES BASED ON COMMERCIAL VIABILITY, PUBLIC HEALTH CONCERNS, OR CHANGES IN LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.

WE DO NOT WARRANT THAT YOUR USE OF THE NAVITAEK PLATFORM AND/OR RIDESHARE SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR ERROR-FREE, OR WILL MEET YOUR REQUIREMENTS, THAT ANY DEFECTS IN THE NAVITAEK PLATFORM WILL BE CORRECTED, OR THAT THE NAVITAEK PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DISCLAIM LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, CONNECTIVITY AND AVAILABILITY OF THE NAVITAEK PLATFORM OR RIDESHARE SERVICES.

We cannot guarantee that each Rider or Driver is who he or she claims to be. Please use common sense when using the NaviTaek Platform and Rideshare Services, including looking at the photos of the Driver or Rider you have matched with to make sure it is the same individual you see in person. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the NaviTaek Platform by persons under the age of 18 years old in violation of this Agreement. We encourage you to communicate directly with each potential Driver or Rider prior to engaging in an arranged transportation service.

NaviTaek is not responsible for the conduct, whether online or offline, of any User of the NaviTaek Platform or Rideshare Services. You are solely responsible for your interactions with other Users. We do not procure insurance for, nor are we responsible for, personal belongings left in the car by Drivers or Riders. By using the NaviTaek Platform and participating in the Rideshare Services, you agree to accept such risks and agree that NaviTaek is not responsible for the acts or omissions of Users on the NaviTaek Platform or participating in the Rideshare Services.

You are responsible for the use of your User account and NaviTaek expressly disclaims any liability arising from the unauthorized use of your user account. Should you suspect that any unauthorized party may be using your user account or you suspect any other breach of security, you agree to notify us immediately.

We are not responsible for the use of any personal information that you disclose to other Users on the NaviTaek Platform or through the Rideshare Services. Please carefully select the type of information that you post on the NaviTaek Platform or through the Rideshare Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).

Opinions, advice, statements, offers, or other information or content concerning NaviTaek or made available through the NaviTaek Platform, 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. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the NaviTaek Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the NaviTaek Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.

Location data provided by the NaviTaek Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate, or incomplete location data may lead to death, personal injury, property or environmental damage. Neither NaviTaek, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the NaviTaek Platform. Any of your Information, including geolocational data, you upload, provide, or post on the NaviTaek Platform may be accessible to NaviTaek and certain Users of the NaviTaek Platform.

NaviTaek shall not be in breach of this Agreement nor liable for failure or delay in performing obligations under this Agreement if such failure or delay results from events, circumstances or causes beyond its reasonable control including (without limitation) natural disasters or acts of God; acts of terrorism; labor disputes or stoppages; war; government action; epidemic or pandemic; chemical or biological contamination; strikes, riots, or acts of domestic or international terrorism; quarantines; national or regional emergencies; or any other cause, whether similar in kind to the foregoing or otherwise, beyond the party’s reasonable control.

Indemnity

You will defend, indemnify, and hold NaviTaek including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees and agents, harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the NaviTaek Platform and participation in the Rideshare Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, Drivers, Riders, other motorists, and pedestrians, as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the NaviTaek Platform or to us infringe or otherwise violate the trademark, trade secret or other intellectual property or other rights of any third party; (4) your ownership, use or operation of a motor vehicle or passenger vehicle, including your provision of Rideshare Services as a Driver; (5) any tax obligations you may have under federal, state or local law; and/or_ (6) any other activities in connection with the Rideshare Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

Limitation of Liability

IN NO EVENT WILL NAVITAEK, INCLUDING OUR AFFILIATES, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, (COLLECTIVELY “NAVITAEK” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE NAVITAEK PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE NAVITAEK PLATFORM, RIDESHARE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NAVITAEK PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION, GOODS, OR OTHER SERVICES WITH THIRD-PARTY PROVIDERS, BUT YOU AGREE THAT NAVITAEK HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS OR OTHER SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN IN THIS AGREEMENT. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Term and Termination

This Agreement is effective upon your acceptance of this Agreement or use of the NaviTaek Platform. This Agreement may be terminated: a) by User or Driver, as applicable, without cause, upon seven (7) days’ prior written notice to NaviTaek; (b) by NaviTaek immediately, without cause and without notice to User or Driver, as applicable; (c) by User or NaviTaek immediately, without notice, upon the other Party’s material breach of this Agreement, including but not limited to any breach of the section related to Restricted Activities; or (d) by either Driver or NaviTaek immediately, without notice, upon the other Party’s material breach of this Agreement, including but not limited to any breach of the section related to Restricted Activities or breach of the Driver Representations and Warranties of this Agreement. In addition, NaviTaek may terminate this Agreement or deactivate your User or Driver account, as applicable, immediately in the event: (1) you no longer qualify to provide Rideshare Services or to operate the approved vehicle under applicable law, rule, permit, ordinance or regulation; (2) you fall below NaviTaek’s rating or cancellation threshold; (3) NaviTaek has the good faith belief that such action is necessary to protect the safety of the NaviTaek community or third parties, provided that in the event of a deactivation pursuant to (1)-(3) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to NaviTaek’s reasonable satisfaction prior to NaviTaek permanently terminating the Agreement.

DISPUTE RESOLUTION AND ARBITRATION AGREEMENT

(a) Agreement to Binding Arbitration Between You and NaviTaek.

YOU AND NAVITAEK MUTUALLY AGREE TO WAIVE YOUR/ITS RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act (“FAA”); but if the FAA is inapplicable for any reason, then this Arbitration Agreement is governed by the laws of the State of Texas, without regard to choice of law principles. This Arbitration Agreement survives after the Agreement terminates or your relationship with NaviTaek ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and NaviTaek, including our affiliates, successors and assigns, and each of our respective officers, directors, employees or agents. This Arbitration Agreement also applies to claims between you and NaviTaek’s service providers, including but not limited to background check providers and payment processors; and such service providers shall be considered intended third-party beneficiaries of this Arbitration Agreement.

Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND NAVITAEK. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the NaviTaek Platform, the Rideshare Services through the NaviTaek Platform, NaviTaek promotions, gift card, referrals or loyalty programs, any other goods or services made available through the NaviTaek Platform, your relationship with NaviTaek, the threatened or actual suspension, deactivation or termination of your User account or this Agreement, background checks performed by or on NaviTaek’s behalf, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by NaviTaek, any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act of 1974 (except for individual claims for employee benefits under any benefit plan sponsored by NaviTaek and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability, or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.

BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND NAVITAEK ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.

(b) Prohibition of Class Actions and Non-Individualized Relief.

YOU UNDERSTAND AND AGREE THAT YOU AND NAVITAEK MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND NAVITAEK BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING, THIS SUBSECTION (B) SHALL NOT APPLY TO REPRESENTATIVE PRIVATE ATTORNEYS GENERAL ACT CLAIMS BROUGHT AGAINST NAVITAEK.

The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims.

Notwithstanding any other provision of this Agreement, the Arbitration Agreement disputes regarding the interpretation, applicability, or enforceability of the Class Action Waiver may be resolved only by a court and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable with respect to any Claim or any particular remedy for a Claim (such as a request for public injunctive relief), then that Claim or particular remedy (and only that Claim or particular remedy) shall be severed from any remaining claims and/or remedies and may be brought in a court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims or remedies to the fullest extent possible.

(c) Rules Governing the Arbitration.

Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Agreement. Copies of these rules can be obtained at the AAA’s website (www.adr.org) (the “AAA Rules”). Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event shall the arbitrator consolidate more than one person’s Claims, or otherwise preside over any form of representative, collective, or class proceeding. The parties may select a different arbitration administrator upon mutual written agreement.

As part of the arbitration, both you and NaviTaek will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim. The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision which shall explain the award given and the findings and conclusions on which the decision is based.

The arbitrator will decide the substance of all claims in accordance with applicable law and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Riders or Drivers but is bound by rulings in prior arbitrations involving the same Rider or Driver to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided that any award may be challenged in a court of competent jurisdiction.

(d) Arbitration Fees and Awards.

The payment of filing and arbitration fees will be governed by the relevant AAA Rules subject to the following modifications:

  1. If NaviTaek initiates arbitration under this Arbitration Agreement, NaviTaek will pay all AAA filing and arbitration fees.
  2. With respect to any Claims brought by NaviTaek against a Driver, or for Claims brought by a Driver against NaviTaek that: (A) are based on an alleged employment relationship between NaviTaek and a Driver; (B) arise out of, or relate to, NaviTaek’s actual deactivation of a Driver’s User account or a threat by NaviTaek to deactivate a Driver’s User account; (C) arise out of, or relate to, NaviTaek’s actual termination of a Driver’s Agreement with NaviTaek under the termination provisions of this Agreement, or a threat by NaviTaek to terminate a Driver’s Agreement; (D) arise out of, or relate to, Fares (as defined in this Agreement, including NaviTaek’s commission or fees on the Fares), tips, or average hourly guarantees owed by NaviTaek to Drivers for Rideshare Services, other than disputes relating to referral bonuses, other NaviTaek promotions, or consumer-type disputes, or arise out of or relate to background checks performed in connection with a user seeking to become a Driver, NaviTaek shall pay all costs unique to arbitration (as compared to the costs of adjudicating the same claims before a court), including the regular and customary arbitration fees and expenses (to the extent not paid by NaviTaek pursuant to the fee provisions above). However, if you are the party initiating the Driver Claim, you shall be responsible for contributing up to an amount equal to the filing fee that would be paid to initiate the claim in the court of general jurisdiction in the state in which you provide Rideshare Services to Riders, unless a lower fee amount would be owed by you pursuant to the AAA Rules, applicable law. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator. For purposes of this Section, the term “Driver” shall be deemed to include both Drivers and Driver applicants who have not been approved to drive.
  3. Except as provided in Federal Rule of Civil Procedure 68 or any state equivalents, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.).
  4. At the end of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to you if you prevail, to the extent authorized by applicable law.
  5. Although under some laws NaviTaek may have a right to an award of attorneys’ fees and non-filing fee expenses if it prevails in an arbitration, NaviTaek agrees that it will not seek such an award unless you are represented by an attorney, or the arbitrator has determined that the claim is frivolous or brought for an improper purpose (as measured by the standards of Federal Rule of Civil Procedure 11(b)).
  6. If the arbitrator issues you an award that is greater than the value of NaviTaek’s last written settlement offer made after you participated in good faith in the optional Negotiation process, then NaviTaek will pay you the amount of the award or U.S. $1,000, whichever is greater.

(e) Location and Manner of Arbitration.

Unless you and NaviTaek agree otherwise, any arbitration hearings between NaviTaek and a Rider will take place in Harris County, Texas, and any arbitration hearings between NaviTaek and a Driver will take place in Harris County, Texas. If AAA arbitration is unavailable in Harris County, Texas, the arbitration hearings will take place in the nearest available location for a AAA arbitration. Your right to a hearing will be determined by the AAA Rules.

(f) Exceptions to Arbitration.

This Arbitration Agreement shall not require arbitration of the following types of claims: (1) small claims actions brought on an individual basis that are within the scope of such small claims court’s jurisdiction; (2) a representative action brought on behalf of others under private attorneys general acts, to the extent the representative waiver of such action is deemed unenforceable by a court of competent jurisdiction under applicable law not preempted by the Federal Arbitration Act (“FAA”); (3) claims for workers’ compensation, state disability insurance and unemployment insurance benefits; (4) claims that may not be subject to arbitration as a matter of generally applicable law not preempted by the FAA; and (5) individual claims of sexual assault or sexual harassment in connection with the use of the NaviTaek Platform or Rideshare Services. Where these claims are brought in a court of competent jurisdiction, NaviTaek will not require arbitration of those claims. NaviTaek’s agreement not to require arbitration of these claims does not waive the enforceability of any other provision of this Arbitration Agreement (including without limitation the waivers), or of the enforceability of this Arbitration Agreement as to any other dispute, claim, or controversy.

Nothing in this Arbitration Agreement prevents you 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 (“NLRB”), or Office of Federal Contract Compliance Programs, or similar local, state or federal agency, and nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration However, should you bring an administrative claim, you may only seek or recover money damages of any type pursuant to this Arbitration Provision, and you knowingly and voluntarily waive the right to seek or recover money damages of any type pursuant to any administrative complaint, except for a complaint issued by the NLRB. Should you participate in an NLRB proceeding, you may only recover money damages if such recovery does not arise from or relate to a claim previously adjudicated under this Arbitration Provision or settled by you. Similarly, you may not recover money damages under this Arbitration Provision if you have already adjudicated such claim with the NLRB. Nothing in this Agreement or Arbitration Agreement prevents your participation in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision.

(g) Severability.

Except as otherwise provided in the severability provisions, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

(h) Driver Claims in Pending Settlement.

If you are a member of a putative class in a lawsuit against NaviTaek involving Driver Claims and a Motion for Preliminary Approval of a Settlement has been filed with the court in that lawsuit prior to this Agreement’s effective date (a “Pending Settlement Action”), then this Arbitration Agreement shall not apply to your Driver Claims in that particular class action. Instead, your Driver Claims in that Pending Settlement Action shall continue to be governed by the arbitration provisions contained in the applicable Agreement that you accepted prior to this Agreement’s effective date.

 (i) Opting Out of Arbitration for Driver Claims That Are Not in a Pending Settlement Action.

As a Driver or Driver applicant, you may opt out of the requirement to arbitrate Driver pursuant to the terms of this subsection if you have not previously agreed to an arbitration provision in NaviTaek’s Terms of Service where you had the opportunity to opt out of the requirement to arbitrate. If you have previously agreed to such an arbitration provision, you may opt out of any revisions to your prior arbitration agreement made by this provision in the manner specified below but opting out of this arbitration provision has no effect on any previous, other, or future arbitration agreements that you may have with NaviTaek. If you have not previously agreed to such an arbitration provision and do not wish to be subject to this Arbitration Agreement with respect to Driver Claims, you may opt out of arbitration with respect to such Driver Claims, other than those in a Pending Settlement Action, by notifying NaviTaek in writing of your desire to opt out of arbitration for such Driver Claims, which writing must be dated, signed and delivered by electronic mail to info@nexas.rocks.

In order to be effective, (A) the writing must clearly indicate your intent to opt out of this Arbitration Agreement with respect to Driver Claims that are not part of a Pending Settlement Action, (B) the writing must include the name, phone number, and email address associated with your User account, and (C) the email containing the signed writing must be sent within 30 days of the date this Agreement is executed by you. Should you not opt out within the 30-day period, you and NaviTaek shall be bound by the terms of this Arbitration Agreement in full.  As provided above, any opt out that you submit shall not apply to any Driver Claims that are part of a Pending Settlement Action and your Driver Claims in any such Pending Settlement Action shall continue to be governed by the arbitration provisions that are contained in the applicable NaviTaek Terms of Use that you agreed to prior to the effective date of this Agreement.

Cases have been filed against NaviTaek and may be filed in the future involving Driver Claims. You should assume that there are now, and may be in the future, lawsuits against NaviTaek alleging class, collective, and/or representative Driver Claims in which the plaintiffs seek to act on your behalf, and which, if successful, could result in some monetary recovery to you. But if you do agree to arbitration of Driver Claims with NaviTaek under this Arbitration Agreement, you are agreeing in advance that you will bring all such claims, and seek all monetary and other relief, against NaviTaek in an individual arbitration, except for the Driver Claims that are part of a Pending Settlement Action. You are also agreeing in advance that you will not participate in, or seek to recover monetary or other relief, for such claims in any court action or class, collective, and/or representative action. You have the right to consult with counsel of your choice concerning this Arbitration Agreement and you will not be subject to retaliation if you exercise your right to assert claims or opt-out of any Driver Claims under this Arbitration Agreement.

(j) Optional Pre-Arbitration Negotiation Process.

Before initiating any arbitration or proceeding, you and NaviTaek may agree to first attempt to negotiate any dispute, claim or controversy between the parties informally for 30 days, unless this time period is mutually extended by you and NaviTaek. A party who intends to seek negotiation under this subsection must first send to the other a written notice of the dispute (“Notice”). The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.

Confidentiality

You agree not to use any technical, financial, strategic, and other proprietary and confidential information relating to NaviTaek’s business, operations and properties, information about a User made available to you in connection with such User’s use of the NaviTaek Platform, which may include the User’s name, pick-up location, contact information and photo (“Confidential Information”) disclosed to you by NaviTaek for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties, and you agree not to store separate and outside of the NaviTaek Platform any User Information obtained from the NaviTaek Platform. As a Driver, you understand that some of Rider Information you receive may be protected by federal and/or state confidentiality laws, such as the Health Information Portability and Accountability Act of 1996 (“HIPAA”), governing the privacy and security of protected (patient) health information. In the event that you know a Rider, you should not disclose to anyone the identity of the Rider or the location that you picked up, or dropped off the Rider, as this could violate HIPAA. You understand that any violation of the Agreement’s confidentiality provisions may violate HIPAA or state confidentiality laws and could result in civil or criminal penalties against you. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of NaviTaek in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to NaviTaek with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by NaviTaek or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of NaviTaek; becomes known to you, without restriction, from a source other than NaviTaek without breach of this Agreement by you and otherwise not in violation of NaviTaek’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to NaviTaek to enable NaviTaek to seek a protective order or otherwise prevent or restrict such disclosure.

Relationship with NaviTaek

As a Driver on the NaviTaek Platform, you acknowledge and agree that you and NaviTaek are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and NaviTaek expressly agree that (1) this is not an employment agreement and does not create a joint enterprise, employment, or fiduciary relationship between you and NaviTaek; and (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind NaviTaek, and you undertake not to hold yourself out as an employee, agent, or authorized representative of NaviTaek.

Driver agrees to comply with all tax laws applicable to his/her provision of Rideshare services, including, but not limited to payment of all state and federal self-employment taxes and compliance with state employment and workers’ compensation laws.  Driver shall be liable for any and all workers’ compensation payments and federal, state, and local employment, sales, use, excise, and other taxes arising out of his/her performance of Rideshare Services.

NaviTaek does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Rideshare Services, your acts or omissions, or your operation and maintenance of your vehicle. You retain the sole right to determine when, where, and for how long you will utilize the NaviTaek Platform. NaviTaek does not, and shall not be deemed to, unilaterally prescribe specific dates, times of day, or any minimum number of hours for you to utilize the NaviTaek Platform. You retain the option to accept or to decline or ignore a Rider’s request for Rideshare Services via the NaviTaek Platform, or to cancel an accepted request for Rideshare Services via the NaviTaek Platform, subject to NaviTaek’s then-current cancellation policies. NaviTaek does not, and shall not be deemed to, require you to accept any specific request for Rideshare Services as a condition of maintaining access to the platform. With the exception of any signage required by law or permit/license rules or requirements, NaviTaek shall have no right to require you to: (a) display NaviTaek’s names, logos, or colors on your vehicle(s); or (b) wear a uniform or any other clothing displaying NaviTaek’s names, logos or colors. You acknowledge and agree that you have complete discretion to provide Rideshare Services or otherwise engage in any other business or employment activities, including but not limited to providing services similar to the Rideshare Services to other companies, and that NaviTaek does not, and shall not be deemed to, restrict you from engaging in any such activity.

Notices

Notices or other communications under this Agreement shall be in writing and shall be effective when delivered to the phone number and/or email address associated with your User account.

Severability

If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement in any other jurisdiction.

Survival

Provisions of this Agreement, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement.

Assignment

Users shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of NaviTaek. Any purported assignment or delegation in violation of this Agreement is null and void. No assignment or delegation relieves Users of any of their obligations under this Agreement.

Waiver

Provisions of this Agreement, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement.

If you have any questions regarding the NaviTaek Platform or Rideshare Services, please email us at: info@nexas.rocks.