Last Updated: January 27, 2023 This Lyft Media Services Agreement (this “Agreement”) entered into by and between Lyft, Inc., (“Lyft”), and the person whose signature appears in the signature block below or otherwise who executes this Agreement (the “Contractor”), and is made effective as of the date which Contractor executes this Agreement (the “Effective Date”).
PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN CONTRACTOR AND LYFT CAN BE BROUGHT (SEE SECTION 13 BELOW). THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE CONTRACTOR TO SUBMIT CLAIMS CONTRACTOR HAS AGAINST LYFT 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. CONTRACTOR HAS AN OPPORTUNITY TO OPT OUT OF ARBITRATION WITH RESPECT TO CERTAIN CLAIMS AS PROVIDED IN EXHIBIT A.
This Agreement governs Lyft’s and Contractor’s relationship and Contractor’s performance of Services within the Program (both as defined below). For clarity, Contractor’s use of the Lyft rideshare applications, website, and technology platform (collectively, the “Lyft Platform”) is governed by the Lyft Terms of Service, as updated from time to time, accessible at lyft.com/terms, and Contractor’s use and possession of any rental vehicle used in connection with the Program is governed by the rental agreement between Contractor and Contractor’s rental provider.
1. Program Overview.
Lyft operates a rooftop video advertising program (the “Program”) under which drivers receive a rooftop monitor and related mounting equipment with which drivers will display advertisements or other materials. Contractor desires to perform, and Lyft desires to have Contractor perform, rooftop advertising services as further described below, as an independent contractor to Lyft.
2. Services.
2.1 Performance. After the installation of the Equipment and the Application (both as defined below) Contractor will operate a vehicle within the Territory (as defined below) while using the Equipment and Application to display advertising or other materials on the Equipment (the “Services”).
2.2 Territory. For the purposes of this Agreement, “Territory” refers to the geographical areas in which Contractor is authorized by Lyft to perform the Services, which may be updated from time to time, as displayed to Contractor within the Application, such as in the form of a map or list of ZIP codes, or communicated to Contactor by Lyft during the term.
2.3 Fees and Payment. Subject to the terms and conditions of this Agreement, for the performance of the Services, Lyft will pay Contractor an hourly fee, in one-minute increments, at a rate specified within the Application, as updated from time to time during the term (the “Fees”), up to the weekly maximum. Lyft will pay Contractor on a weekly basis for Fees earned by Contractor in the prior week (measured from Monday to Sunday). Contractor acknowledges that such payment may require three to five business days to be processed for Contractor to have access to such funds. Payment structure may vary based on location and is subject to change.
2.4 Payment Processing. Lyft will issue payment of Fees using a third-party payment processor (e.g. Stripe, or Gig Wage). Contractor may be required to sign up to receive such payment processing services from one or more payment processor, and to install applications onto Contractor’s mobile device. Payment processing services provided by Stripe are subject to the Stripe Connected Account Agreement (available at https://stripe.com/us/connect-account/legal), which includes the Stripe Services Agreement (available at https://stripe.com/us/legal) (collectively, the "Stripe Terms"), and payment processing services provided by Gig Wage are subject to the Gig Wage Terms of Use (available at https://gigwage.com/tos). By using either payment processor to receive payment of Fees, Contractor agrees to be bound by those terms specified above which are applicable to such services, which may be modified from time to time. As a condition of Lyft enabling payment processing services through Stripe or Gig Wage, Contractor authorizes Lyft to obtain all necessary access and perform all necessary activity on Contractor’s account on the applicable service to facilitate Contractor’s provision of the Services as contemplated by this Agreement and Contractor’s relationship with Lyft. Contractor further agrees to provide accurate and complete information about Contractor and Contractor’s business and authorizes Lyft to share it and transaction information with the payment processor for the purposes of facilitating of the payment processing services provided by such payment processor. Lyft reserves the right to switch payment processing vendors or use alternate or backup vendors in its discretion.
2.5 No Other Fees or Expenses. Contractor shall not be authorized to incur on behalf of Lyft any expenses and will be responsible for all expenses incurred while performing the Services. Without limiting the foregoing, Contractor will not be entitled to receive any vacation or illness payments, fuel or mileage reimbursement, cell phone or mobile data reimbursement, or to participate in any plans, arrangements, or distributions by Lyft pertaining to any bonus, stock options, profit sharing, insurance or similar benefits for Lyft’s employees.
2.6 Taxes. Except for taxes imposed on Lyft’s net income, Contractor is responsible, and will pay for, all taxes and other governmental charges arising out of Contractor’s performance of the Services or participation in the program. Contractor will report as self-employment income all compensation received by Contractor pursuant to this Agreement.
3. Relationship of the Parties.
3.1 No Obligation. For clarity, Contractor is under no obligation to provide any minimum amount of Services in any period or for any minimum term, and in addition to the termination rights set forth in Section 10 of this Agreement, Contractor may terminate this contract at any time by (a) notifying Lyft of Contractor’s desire to terminate this Agreement; (b) ceasing performance of the Services and (c) returning the Equipment to Lyft or its designated recipient in accordance with Section 10.3 of this Agreement.
3.2 Independent Contractor. Contractor is an independent contractor and is not an agent or employee of, and has no authority to bind, Lyft by contract or otherwise. Contractor will perform the Services under the general direction of Lyft, but Contractor will determine, in Contractor’s sole discretion, the manner and means by which the Services are accomplished, subject to the requirement that Contractor shall at all times comply with applicable law. Lyft has no right or authority to control the manner or means by which the Services are accomplished.
4. Property of Lyft.
4.1 Equipment. Lyft will provide Contractor with certain equipment, including a rooftop monitor and related mounting and other accessories (the “Equipment”) for use during the term. Contractor agrees that it use the Equipment solely in furtherance of the performance of Services. Contractor may not modify, repair, disassemble, or otherwise alter the Equipment. Contractor will maintain the Equipment in the same condition as it was in when Contractor takes possession of such Equipment, normal wear and tear permitted. The Equipment is the sole property of Lyft, and as between Contractor and Lyft, Lyft will own all right and title to the Equipment during the term. Contractor will keep the equipment free from all claims, lines, encumbrances, and legal processes. In the event that Contractor’s vehicle is repossessed, impounded, or otherwise encumbered, Contractor agrees to use its best efforts to ensure that Lyft can access the vehicle or otherwise recover the Equipment, at Contractor’s expense.
4.2 Malfunction. If Contractor detects that the Equipment is malfunctioning, Contractor must promptly notify Lyft, and if Lyft is unable to resolve the matter remotely with Contractor’s reasonable cooperation, Lyft will cooperate with Contractor to schedule Contractor’s return of the Equipment in accordance with the terms of Section 4.5 and 5.2.3 below.
4.3 Damage. If as a result of Contractor’s negligence, gross negligence, or willful misconduct, Contractor damages the Equipment, then Lyft will assess the damage to the Equipment, and Contractor will be liable to Lyft for the cost of repairing or replacing the Equipment, in an amount not to exceed $500.00 USD.
4.4 Failure to Return Equipment. If, following the term, Contractor fails to promptly return the Equipment to Lyft, Lyft may do one or both of the following: (a) repossess the Equipment, without demand or notice, without a court order or other legal process, and without liability to Contractor for damages to Contractor’s vehicle or other property arising out of or related to such repossession, and Contractor shall be responsible for reasonable costs incurred by Lyft in performing such repossession; or (b) require Contractor to pay the full replacement cost of the Equipment (including if Lyft did not attempt or attempted and failed to repossess the Equipment).
4.5 Removal and Tampering. Contractor is not authorized to remove the Equipment from Contractor’s vehicle. Contractor may contact Lyft at any time to schedule the removal of Equipment, and Lyft and Contractor will cooperate in selecting a time and location for such removal. Lyft will endeavor to provide Contractor with an appointment time for such removal to take place within fourteen (14) days of Lyft’s receipt of Contractor’s request for the Equipment’s removal. CONTRACTOR ACKNOWLEDGES THAT ANY UNAUTHORIZED REMOVAL OF OR TAMPERING WITH THE EQUIPMENT MAY POSE A SAFETY RISK CONTRACTOR’S SAFETY, INCLUDING A RISK OF PERSONAL INJURY, DISMEMBERMENT, OR DEATH, AS WELL AS DAMAGE TO CONTRACTOR’S OR OTHERS’ PROPERTY. CONTRACTOR FULLY ASSUMES ALL SUCH RISKS ASSOCIATED WITH, THE UNAUTHORIZED REMOVAL OF OR TAMPERING WITH THE EQUIPMENT, AND AGREES TO HOLD LYFT, ITS EMPLOYEES, AGENTS, AND OFFICERS HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES INCURRED AS A RESULT OF CONTRACTOR’S UNAUTHORIZED REMOVAL OF OR TAMPERING WITH THE EQUIPMENT.
4.6 Application and Intellectual Property.
4.6.1 Halo Cars Application. In performing the Services, in addition to using the Equipment, Contractor will make use of Lyft’s mobile software application titled Halo Cars, including successor versions (the “Application”). The Application is licensed, not sold. Lyft grants to Contractor, during the term of this Agreement, and subject to Contractor's compliance with the terms and conditions of this Agreement, a limited, non-transferrable, non-assignable, revocable, non-exclusive license to use the Application on Contractor’s mobile device solely in connection with the performance of the Services. All intellectual property rights in the Application shall be owned by Lyft 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.
4.6.2 Materials. Lyft will provide Contractor with certain advertising or similar materials in connection with the Program (the “Materials”). Subject to Contractor’s compliance with the terms of this Agreement, Lyft grants to Contractor a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to display the Materials through the Equipment solely in performance of the Services. The Materials are protected by intellectual property and other laws. As between Contractor and Lyft, the Materials are the property of Lyft, its affiliates, or third-party clients or licensors.
4.6.3 Marks. All trademarks, logos, service marks, company or product names set forth in the Application or the Materials are the property of their respective owners. Lyft reserves all rights in the Materials and the Application not expressly granted in this Agreement, and Contractor may not make any use of the Application or Materials except as expressly authorized by Lyft and in connection with the performance of the Services.
4.6.4 Contractor acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by Contractor to Lyft are non-confidential and shall become the sole property of Lyft. Lyft 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 Contractor.
4.6.5 EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE APPLICATION AND MATERIALS ARE PROVIDED “AS-IS,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5. Installation and Inspection.
5.1 Installation.
5.1.1 Lyft will carry out or arrange for the installation of the Equipment on Contractor’s vehicle at a location specified by Lyft and a time which the Contractor and Lyft mutually agree. Notwithstanding the foregoing, Lyft reserves the right, at its sole discretion, for any reason, including, without limitation, if the Equipment is incompatible with Contractor’s vehicle or if Lyft has no available Equipment to install.
5.1.2 Lyft may also install the Application onto Contractor’s mobile device, and Contractor will, during the term, promptly comply with Lyft’s written instructions to update or uninstall the Application as required for Contractor to continue to perform the Services, or following the termination or expiration of this Agreement.
5.2. Inspection.
5.2.1 Contractor will inspect the Equipment promptly, but in no event later than twenty four (24) hours (the “Inspection Period”) following its installation, including the securements, and will notify Lyft if the Equipment is not adequately secured to the vehicle or if Contractor has discovered any damage to the vehicle caused by the Equipment or Lyft’s installation thereof.
5.2.2 Lyft is not responsible for any defect in the Equipment’s installation or any damage to Contractor’s vehicle caused by its installation or continued attachment to Contractor’s vehicle which is not reported to Lyft by Contractor during the Inspection Period.
5.2.3 In the event that Lyft determines that the Equipment was improperly installed, or the Equipment malfunctions, and such malfunction is not the result of damage caused by Contractor or Contractor’s breach of the terms of this Agreement, without limiting Lyft’s rights under Section 5.1.1, Lyft will replace or re-install the Equipment, as Lyft deems appropriate, at no cost to Contractor. Such replacement or re-installation shall be Contractor's sole remedy for Lyft’s improper installation or any Equipment malfunction. Subject to other limitations in this Agreement, in the event that Contractor’s vehicle is damaged as a result of Lyft’s improper installation of the Equipment, Lyft shall be liable to Contractor for the costs of repairing such damage, however, in no event shall Lyft’s liability for such damage exceed $500.00 USD.
5.3 Rental Vehicles. In the event that the Equipment is installed on a rental vehicle which Contractor rents from a provider, such as Flexdrive Services, LLC (“Flexdrive”) or the Hertz company, in connection with the Lyft Express Drive program, then the Equipment may be pre-installed on such vehicle at the beginning of Contractor’s rental period, or otherwise later installed on such a vehicle by Lyft or the rental provider. If the Equipment is pre-installed on such rental vehicle, then the Inspection Period for Contractor shall be the twenty-four (24) hours after Contractor obtains the Equipment as attached to a rental vehicle.
5.4 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE EQUIPMENT AND THE INSTALLATION THEREOF ARE PROVIDED “AS-IS”, WHERE IS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. LYFT DISCLAIMS ANY LIABILITY, INCLUDING WITHOUT LIMITATION, LIABILITY FOR LOST PROFITS, LOSS OF OPPORTUNITY, OR OTHER DAMAGES ARISING OUT OF THE MALFUNCTION OR ALLEGED DEFECTIVE INSTALLATION OF THE EQUIPMENT OR THE APPLICATION.
6. Lyft Communications
6.1 By entering into this Agreement, Contractor agrees to receive communications from Lyft, including via e-mail, text message, calls, and push notifications. Contractor agrees that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Lyft and/or its affiliated companies, may include but are not limited to: operational communications concerning Contractor’s account or participation in the Program, updates concerning new and existing features of the Program or the Application, communications concerning promotions run by Lyft or its third-party partners, and news concerning Lyft and industry developments. Standard text messaging charges applied by Contractor’s cell phone carrier will apply to text messages Lyft sends.
6.2 IF CONTRACTOR WISHES TO OPT OUT OF PROMOTIONAL EMAILS, CONTRACTOR CAN UNSUBSCRIBE FROM LYFT’S PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF CONTRACTOR WISHES TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, CONTRACTOR MAY TEXT “END” TO 46080 FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. CONTRACTOR ACKNOWLEDGES THAT CONTRACTOR IS NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE APPLICATION OR RELATED SERVICES. IF CONTRACTOR WISHES TO OPT OUT OF ALL TEXTS OR CALLS FROM LYFT (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), CONTRACTOR CAN TEXT THE WORD “STOPALL” TO 46080 FROM THE MOBILE DEVICE RECEIVING THE MESSAGES, HOWEVER CONTRACTOR ACKNOWLEDGES THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT CONTRACTORS USE OF THE APPLICATION OR RELATED SERVICES OR CONTRACTOR’S PARTICIPATION IN THE PROGRAM.
7. Data Collection.
In addition to the data that Lyft collects through Contractor’s Participation on the Lyft Platform and addressed in the Lyft Terms of Service, Lyft will collect location-based data from the Equipment at all times it is powered on, regardless of whether Contractor is using the Lyft Platform. Lyft uses this location-based data that it collects from the Equipment to perform research, testing, and analysis in order to improve the Program. Additionally, Lyft will use this data to assist with loss prevention in the event the Equipment has gone missing. Contractor also acknowledges that Contractor and any person operating the vehicle are aware of and consent to the use of the Equipment and the data collection practices described. Contractor also acknowledges that the Equipment is turned on when the vehicle is turned on.
8. Contractor Information.
The Program and Services are subject to the terms of Lyft’s Privacy Policy (“Privacy Policy”) (https://www.lyft.com/privacy), which is hereby incorporated by reference and made part of this Agreement. Contractor should review the Privacy Policy to understand how Lyft collects and uses Contractor information.
In addition to the terms of the Privacy Policy, the following terms apply to the Program and Services:
8.1 Information Lyft collects: When Contractor participates in the Program or provides the Services, Lyft collects the information Contractor provides, usage information, and information about Contractor’s device.
8.2 How Lyft uses the information it collects: In addition to the purposes listed in the Privacy Policy, Lyft uses the information it collects to: 8.2.1 Determine Contractor earnings;
8.2.2 Calculate the time an advertising campaign was shown and in what location;
8.2.3 Gauge the frequency of rides taken through advertiser targeted locations during an eligibility evaluation period. 9. Confidentiality
9.1 Contractor acknowledges that Contractor will receive nonpublic, confidential or proprietary information, including knowledge, Information or materials whether of a technical or financial nature or otherwise relating to the business or affairs of the Lyft or Lyft riders (“Riders”) (such information being “Confidential Information”). Contractor shall not disclose or permit disclosure of any Confidential Information to third parties, and Contractor agrees not to copy or store outside of the Application. Contractor understands that some of Rider information Contractor receives 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 Contractor knows a Rider, Contractor should not disclose to anyone the identity of the Rider or the location that Contractor picked up, or dropped of the Rider as this could violate HIPAA. Contractor understands that any violation of this Agreement's confidentiality provisions may violate HIPAA or state confidentiality laws and could result in civil or criminal penalties against Contractor. Contractor agrees to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Lyft in order to prevent it from falling into the public domain. Notwithstanding the above, Contractor shall not have liability to Lyft with regard to any Confidential Information which Contractor can prove: was in the public domain at the time it was disclosed by Lyft or has entered the public domain through no fault of Contractor’s; was known to Contractor, 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 Lyft; becomes known to Contractor, without restriction, from a source other than Lyft without breach of this Agreement by Contractor and otherwise not in violation of Lyft’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that Contractor shall provide prompt notice of such court order or requirement to Lyft to enable Lyft to seek a protective order or otherwise prevent or restrict such disclosure. 10. Indemnification by Contractor.
Contractor will indemnify and hold harmless Lyft from and against all claims, damages, losses and expenses, including court costs and reasonable fees and expenses of attorneys, expert witnesses, and other professionals, arising out of or resulting from, and, at Lyft’s option, Contractor will defend Lyft against:
10.1 any action that is based on any negligent act or omission or willful conduct of Contractor and which results in: (i) any bodily injury, sickness, disease or death; (ii) any injury or destruction to tangible or intangible property (including computer programs and data) or any loss of use resulting therefrom; or (iii) any violation of any statute, ordinance, or regulation;
10.2 any obligation imposed upon or any action brought against Lyft resulting directly or indirectly from Contractor’s breach of the terms of this Agreement; and
10.3 any obligation imposed by law on Lyft to pay any withholding taxes, social security, unemployment or disability insurance, or similar items in connection with Contractor’s relationship to Lyft.
11. Term, Termination and Expiration.
11.1 Term. This Agreement is effective as of the Effective Date and shall remain in effect unless terminated in accordance with the terms of this Agreement.
11.2 Termination.
11.2.1 In addition to other termination rights as provided herein, either party may terminate this Agreement in the event of a material breach by the other party of this Agreement if such breach continues uncured for a period of ten (10) days after written notice. This Agreement may be terminated by Lyft immediately in the event that: (a) Contractor violates the terms of this Agreement; or (b) Contractor no longer qualifies to provide Rideshare Services as defined by the Lyft Terms of Service. Lyft may terminate this agreement at any time, with or without cause, upon ten (10) days’ written notice.
11.3 Effect of Expiration or Termination. Promptly following the expiration or termination of this Agreement for any reason, Contractor will return the Equipment to Lyft or its designated recipient at Contractor’s expense and in accordance with Lyft’s instructions.
11.4 No Election of Remedies. The election by Lyft to terminate this Agreement in accordance with its terms shall not be deemed an election of remedies, and all other remedies provided by this Agreement or available at law or in equity shall survive any termination.
11.5 Survival. The provisions of Sections 2.6, 4, 8, 9, 10.3-5, and 11 through 14 will survive the expiration or termination of this Agreement.
12. Limitation of Liability.
IN NO EVENT WILL LYFT, INCLUDING ITS AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “LYFT PARTIES” FOR PURPOSES OF THIS SECTION), BE LIABLE TO CONTRACTOR 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 LYFT, SERVICE INTERRUPTIONS INCLUDING INTERRUPTIONS TO THE PROGRAM OR THE APPLICATION, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF LYFT OR ITS AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CONTRACTOR AGREES THAT LYFT HAS NO RESPONSIBILITY OR LIABILITY TO CONTRACTOR RELATED TO ANY VEHICLE RENTAL, TRANSPORTATION, GOODS OR OTHER SERVICES PROVIDED TO CONTRACTOR BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO THIS AGREEMENT, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO CONTRACTOR, AND CONTRACTOR MAY HAVE ADDITIONAL RIGHTS.
13. Notices.
13.1 In the event that Contractor must contact Lyft in connection with the performance of the Services, or to contact Lyft for the purposes of providing services to or removing the Equipment, including where Contractor is ceasing the performance of the Services in accordance with the terms of this Agreement, Contractor may contact Lyft through the “Contact Us” or similar link in the Application.
13.2 All other notices required or permitted under this Agreement sent to Lyft will be in writing and delivered by confirmed facsimile transmission, by courier or overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. All such notices will be sent to Lyft, Inc., 548 Market St., #68514, San Francisco, CA 94104, ATTN: Lyft Media. Lyft will deliver notices required or permitted under this Agreement to Contractor by mail, or electronically at such email address as Contractor may provide, or as otherwise agreed to by Contractor.
14 DISPUTE RESOLUTION AND ARBITRATION
14.1 Agreement to Binding Arbitration Between Contractor and Lyft.
14.1.1 CONTRACTOR AND LYFT MUTUALLY AGREE TO WAIVE THEIR 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 and survives after the Agreement terminates or Contractor’s relationship with Lyft 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 Contractor and Lyft, including Lyft’s affiliates, subsidiaries, parents, successors and assigns, and each of their respective officers, directors, employees, agents, or shareholders. This Arbitration Agreement also applies to claims between Contractor and Lyft’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.
14.1.2 Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN CONTRACTOR AND LYFT (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN CONTRACTOR AND LYFT. 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 Lyft Platform, the Program, Contractor’s relationship with Lyft, the threatened or actual suspension, deactivation or termination of Contractor’s account or termination of this Agreement, payments made by Contractor or any payments made or allegedly owed to Contractor, any promotions or offers made by Lyft, 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 (except for individual claims for employee benefits under any benefit plan sponsored by Lyft 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.
14.1.3 BY AGREEING TO ARBITRATION, CONTRACTOR UNDERSTANDS THAT CONTRACTOR AND LYFT 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.
14.2 Prohibition of Class Actions and Non-Individualized Relief.
14.2.1 CONTRACTOR UNDERSTANDS AND AGREES THAT CONTRACTOR AND LYFT MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). CONTRACTOR UNDERSTANDS AND AGREES THAT CONTRACTOR AND LYFT 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 13.2.1 SHALL NOT APPLY TO REPRESENTATIVE PRIVATE ATTORNEYS GENERAL ACT CLAIMS BROUGHT AGAINST LYFT, WHICH ARE ADDRESSED SEPARATELY IN SECTION 14.3.
14.2.2 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.
14.2.3 Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction 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 civil 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.
14.3 Representative PAGA Waiver.
14.3.1 Notwithstanding any other provision of this Agreement or the Arbitration Agreement, to the fullest extent permitted by law: (1) Contractor and Lyft agree not to bring a representative action on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) for any claim brought on a private attorney general basis, including under the California PAGA, both Contractor and Lyft agree that any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether Contractor has personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “representative PAGA Waiver”). Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of this representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason: (i) the unenforceable provision shall be severed from this Agreement; (ii) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Agreement or the requirement that any remaining Claims be arbitrated on an individual basis pursuant to the Arbitration Agreement; and (iii) any such representative PAGA or other representative private attorneys general act claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any Claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the representative PAGA Waiver is unenforceable with respect to those Claims, the Parties agree that litigation of those Claims shall be stayed pending the outcome of any individual Claims in arbitration.
14.4 Rules Governing the Arbitration.
14.4.1 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”) or by calling the AAA at 1-800-778- 7879. Notwithstanding the foregoing, if requested by Contractor 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.
14.4.2 As part of the arbitration, both Contractor and Lyft 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.
14.4.3 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 persons providing services to Lyft, but is bound by rulings in prior arbitrations involving the same parties 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.
14.5 Arbitration Fees and Awards. The payment of filing and arbitration fees will be governed by the relevant AAA Rules subject to the following modifications:
14.5.1 If Lyft initiates arbitration under this Arbitration Agreement, Lyft will pay all AAA filing and arbitration fees. 14.5.2 With respect to any Claims brought by Lyft against Contractor, or for Claims brought by Contractor against Lyft that: (A) are based on an alleged employment relationship between Lyft and Contractor; (B) arise out of, or relate to, Lyft’s actual termination of this Agreement, or a threat by Lyft to terminate this Agreement; or (C) arise out of, or relate to, Fees or other payment obligations owed by Lyft to Contractor under this Agreement (such subset of Claims in subsections (A)-(C) shall be collectively referred to as “Contractor Claims”), Lyft 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 Lyft pursuant to the fee provisions above). However, if Contractor is the party initiating the Contractor Claim, Contractor 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 Contractor provides Services, unless a lower fee amount would be owed by Contractor pursuant to the AAA Rules, applicable law, or subsection 13.5.1 above. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator.
14.5.3 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.).
14.5.4 At the end of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to Contractor if Contractor prevails, to the extent authorized by applicable law.
14.5.5 Although under some laws Lyft may have a right to an award of attorneys' fees and non-filing fee expenses if it prevails in an arbitration, Lyft agrees that it will not seek such an award unless Contractor is 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)).
14.5.6 If the arbitrator issues Contractor an award that is greater than the value of Lyft’s last written settlement offer made after Contractor participated in good faith in the optional negotiation process described in subsection 13.11 below, then Lyft will pay Contractor the amount of the award or U.S. $1,000, whichever is greater.
14.6 Location and Manner of Arbitration.
Unless Contractor and Lyft agree otherwise, any arbitration hearings between Lyft and a Rider will take place in the county in which the Contractor provides Services. If AAA arbitration is unavailable in Contractor’s county, the arbitration hearings will take place in the nearest available location for a AAA arbitration. Contractor’s right to a hearing will be determined by the AAA Rules.
14.7 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 PAGA or other private attorneys general acts, to the extent the representative PAGA Waiver in Section 14.3 of such action is deemed unenforceable by a court of competent jurisdiction under applicable law not preempted by the FAA; (3) claims for workers’ compensation, state disability insurance and unemployment insurance benefits; and (4) claims that may not be subject to arbitration as a matter of generally applicable law not preempted by the FAA.
Nothing in this Arbitration Agreement prevents Contractor 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 Contractor bring an administrative claim, Contractor may only seek or recover money damages of any type pursuant to this Arbitration Agreement, and Contractor knowingly and voluntarily waives 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 Contractor participate in an NLRB proceeding, Contractor may only recover money damages if such recovery does not arise from or relate to a claim previously adjudicated under this Arbitration Agreement or settled by Contractor. Similarly, Contractor may not recover money damages under this Arbitration Agreement if Contractor has already adjudicated such claim with the NLRB. Nothing in this Agreement or Arbitration Agreement prevents Contractor’s participation in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Agreement.
14.8 Severability.
In addition to the severability provisions in subsections 13.2 and 13.3 above, 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.
14.9 Contractor Claims in Pending Settlement.
If Contractor is a member of a putative class in a lawsuit against Lyft involving Contractor 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 Contractor’s Contractor Claims in that particular class action. Instead, Contractor Claims in that Pending Settlement Action shall continue to be governed by the arbitration provisions contained in the applicable Agreement that Contractor accepted prior to this Agreement’s Effective Date.
14.10 Opting Out of Arbitration for Contractor Claims That Are Not in a Pending Settlement Action.
14.10.1 Contractor may opt out of the requirement to arbitrate Contractor Claims defined in Section 13.5.3 (except as limited by Section 13.9 above) pursuant to the terms of this subsection if Contractor has not previously agreed to an arbitration provision in Lyft’s Terms of Service where Contractor had the opportunity to opt out of the requirement to arbitrate. If Contractor has previously agreed to such an arbitration provision, Contractor may opt out of any revisions to Contractor’s 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 Contractor may have with Lyft. If Contractor has not previously agreed to such an arbitration provision and does not wish to be subject to this Arbitration Agreement with respect to Contractor Claims, Contractor may opt out of arbitration with respect to such Contractor Claims, other than those in a Pending Settlement Action, by notifying Lyft in writing of Contractor’s desire to opt out of arbitration for such Contractor Claims, which writing must be dated, signed and delivered by electronic mail to arbitrationoptout@lyft.com .
14.10.2 In order to be effective, (A) the writing must clearly indicate Contractor’s intent to opt out of this Arbitration Agreement with respect to Contractor Claims that are not part of a Pending Settlement Action, (B) the writing must include the name, phone number, and email address associated with Contractor’s account, and (C) the email containing the signed writing must be sent within 30 days of the date this Agreement is executed by Contractor. Should Contractor not opt out within the 30-day period, Contractor and Lyft shall be bound by the terms of this Arbitration Agreement in full (including with respect to Contractor Claims that are not part of a Pending Settlement Action). As provided in paragraph 13.9 above, any opt out that Contractor submits shall not apply to any Contractor Claims that are part of a Pending Settlement Action and Contractor’s Contractor Claims in any such Pending Settlement Action shall continue to be governed by the arbitration provisions that are contained in the applicable Lyft Terms of Use that Contractor agreed to prior to the effective date of this Agreement.
14.10.3 Cases have been filed against Lyft and may be filed in the future involving Contractor Claims. Contractor should assume that there are now, and may be in the future, lawsuits against Lyft alleging class, collective, and/or representative Contractor Claims in which the plaintiffs seek to act on Contractor’s behalf, and which, if successful, could result in some monetary recovery to Contractor. But if Contractor does agree to arbitration of Contractor Claims with Lyft under this Arbitration Agreement, Contractor is agreeing in advance that Contractor will bring all such claims, and seek all monetary and other relief, against Lyft in an individual arbitration, except for the Contractor Claims that are part of a Pending Settlement Action. Contractor is also agreeing in advance that Contractor 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. Contractor has the right to consult with counsel of Contractor’s choice concerning this Arbitration Agreement and Contractor will not be subject to retaliation if Contractor exercises his or her right to assert claims or opt- out of any Contractor Claims under this Arbitration Agreement.
Before initiating any arbitration or proceeding, Contractor and Lyft 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 Contractor and Lyft. 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.
15. General.
15.1 Assignment. Contractor may not assign Contractor’s rights or delegate Contractor’s obligations under this Agreement either in whole or in part without the prior written consent of Lyft. Any attempted assignment or delegation without such consent will be void.
15.2 Governing Law; Severability. This Agreement will be governed by and construed in accordance with the laws of the State of California, excluding that body of law pertaining to conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties hereby consent to the personal jurisdiction and venue therein. If any provision of this Agreement is for any reason found to be unenforceable, the remainder of this Agreement will continue in full force and effect.
15.3 Complete Understanding; Modification. This Agreement, including the Arbitration Agreement, constitutes the complete and exclusive understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto.
15.4 Waiver. The waiver of any breach of any provision of this Agreement shall not constitute a waiver of any subsequent breach of the same other provisions hereof.
