MEMBER SUBSCRIPTION AGREEMENT
This Member Subscription Agreement (hereinafter, “Agreement”) sets forth the terms and conditions applicable to your use of the services of I’ll Drive LLC, a New Mexico limited liability company (hereinafter, “I’ll Drive”) provides. By checking the “I Agree to” checkbox and completing the registration process, you (hereinafter “Member” or “Members) are agreeing to be bound by all of the terms and conditions as set forth in this Agreement. I’ll Drive is sometimes referred to herein as “we” and Member(s) is sometimes referred to as “you,” “your and/or yourself.”
Eligibility for Services. I’ll Drive is a service that assist its Members to locate independent contractor drivers to operate automobiles/motor vehicles (hereafter, “vehicle(s)”) owned and insured by Member when a Member needs to be driven to his/her home or to another location the Member solely designates. I’ll Drive is not a transportation company and does not employ drivers to drive home any of its Members. All drivers are independent contractors and are not employees of I’ll Drive. In order to become a Member, you must first provide I’ll Drive with some information about yourself. I’ll Drive may also need to confirm with you the accuracy of that information and, from time to time, update such information as necessary. Member agrees to keep I’ll Drive informed of any changes in his or her membership information. I’ll Drive warrants that all information provided by Member will be treated as strictly confidential. I’ll Drive will not give or sell the information you provide to anyone except to provide to the independent contractor drivers. I’ll Drive, in its sole and absolute discretion, may deny or limit a membership request or terminate a membership for any reason including, but not limited to: nonpayment of fees, inappropriate behavior or language used by a Member or Member’s guest during a trip, obscene gestures or language used by a Member or one of Member’s guests, or for any reason that would cause a reasonable individual not under the influence of any drug or substance to have concerns for his or her safety. In order to become a Member of I’ll Drive, the Member must not have any outstanding warrants or claims against their vehicle(s) or outstanding criminal/ordinance violations which would result in the arrest of Member or detention of the vehicle and/or the I’ll Drive driver using such vehicle(s). Additionally, the vehicle must also be mechanically safe and reliable to drive in the opinion of I’ll Drive and its independent contractor driver and must be in compliance with all laws and regulations of the member’s residing State.
Term. The term of this Agreement shall be for either 30 days, auto renewed on the first of every month, as selected by Member during registration on our website. At the expiration of each term, this Agreement shall be automatically renewed for additional, identical terms thereafter. Either party shall have the right to terminate this Agreement upon delivery of a thirty (30) day written notice of termination to the other party anytime during the initial term or renewal terms.
Schedule of Charges. Member agrees to pay monthly membership fee in accordance with the type of membership Member has chosen, all as posted on I’ll Drive’s website according to the rates you’ve selected when you’ve signed up for your Membership.
Changes to this Agreement and Cost Increases. I’ll Drive reserves the right to change the established Schedule of Charges posted on I’ll Drive’s website. Should I’ll Drive deem it necessary to change the schedule of charges, Member will be given a thirty (30) day written or email notice at the Member's address(es) on file with I’ll Drive.
Charges and Payment. Member shall pay I’ll Drive for its services in accordance with the Schedule of Charges shown on I’ll Drive’s website and in effect as of the date of each usage. Member shall be liable for all gross receipts taxes. Member agrees to allow I’ll Drive to have Member's debit or credit card information on file and to allow I’ll Drive to collect sign-up fees, membership fees, and/or tips when such fees and/or tips are incurred and are not paid by Member at the time of service. In the event that I’ll Drive is not able to collect any fee and/or tip from Member’s debit or credit card on file with I’ll Drive, Member agrees that I’ll Drive may terminate this Agreement immediately without notice.
Use of Services. Member understands and acknowledges that on occasion, due to the nature of I’ll Drive service, unforeseen circumstances including, but not limited to, heavy traffic conditions, limited numbers of independent contractors, traffic accidents, construction zones, and weather conditions, it may take longer than anticipated for I’ll Drive independent contractor drivers to get to Member’s location. In addition, Member understands that use of the service contains inherent risks of unforeseen events or mishaps such as automobile accidents, damage to vehicles or mechanical failures of vehicles. In such cases, Member agrees to defend, indemnify and to hold harmless independent contractor drivers and I’ll Drive and its employees and agents from any claims or damages arising from any situation or circumstances that may arise as a result of any such event not caused by the gross negligence of I’ll Drive. I’ll Drive and its independent contractor drivers reserve the right to refuse to provide service to a Member or to any other person if, in the independent contractor driver’s sole discretion, such service would be unsafe to the independent contractor driver because: (a) Member or his/her guest is impaired to the point of unconsciousness or to the point that the driver cannot manage the impaired individual(s) entry into, exit from, or behavior in the vehicle; (b) Member or his/her guest is armed, belligerent, violent, verbally or physically threatening or abusive; (c) the vehicle is unsafe to drive; (d) the vehicle is not properly insured, and/or (e) any other facts or circumstances, as determined in independent contractor driver’s sole discretion.
Agreement Not to Employ. Member acknowledges I’ll Drive has spent considerable time and expense in recruiting and training it's employees, independent contractors and sub-contractors and, therefore, it is understood and agreed that Member or any company owned or managed by, partially owned or managed by or employing Member shall not, during the term of this Agreement or any renewal period thereof and for a period of one year from the expiration thereof, employ, directly or indirectly, any employee, independent contractor or sub-contractors of I’ll Drive under the terms of this Agreement or any renewal thereof.
Membership. Member has joined I’ll Drive, a service which helps locate independent contractor drivers for individuals who cannot or do not want to drive their personal automobiles/motor vehicles. I’ll Drive, in its sole discretion and subject to the limitations set forth in this Agreement, agrees to locate and send a independent contractor driver to Member's location upon request of the Member. Once I’ll Drive has located and provided a independent contractor driver to a Member, I’ll Drive has fulfilled all obligations to Member pursuant to this Agreement as to that particular provision of an independent contractor driver to Member. By accepting the terms of this Agreement and using the services of I’ll Drive, Member represents and warrants that Member has read and understood the terms and conditions set forth herein and agrees to be bound by said terms and conditions. Member also agrees that by becoming a Member of I’ll Drive, accepting the terms of this Agreement and utilizing the services of I’ll Drive, Member is also accepting the terms of this Agreement on behalf of the other Member in the case of a "Couples" membership and on behalf of any and all of Member's guests who utilize the services of I’ll Drive. It is expressly understood by Member that no person shall request or shall be permitted to use the services of I’ll Drive without first having accepted the terms and conditions set forth in this Agreement and having agreed to be bound by said terms and conditions. Member understands and agrees that you shall be conclusively presumed to have read, understood and accepted the terms and conditions contained herein and have agreed to be bound by said terms and conditions, when Member uses the services of I’ll Drive, regardless of whether Member has formally executed this Membership Agreement and regardless of Member's impairment or physical or mental condition at the time service.
Member Insurance Requirements. Member understands that independent contractor drivers will not operate any automobile/motor vehicle that is not in full compliance with all of the applicable laws of the State in which member resides in, but not limited to, laws and regulations governing automobile insurance, registration and safety equipment. Member warrants that by making a request to have a independent contractor driver operate Member’s automobile/motor vehicle that said vehicle is lawfully within Member’s possession and control, and that said vehicle fully complies with all applicable laws of the State in which member resides in, including, but not limited to, any laws governing insurance, registration and safety equipment. Member further warrants that Member and the vehicle in Member’s possession and control is now and will be covered at the time that any services are provided by an automobile insurance policy for public liability which satisfies the minimum automobile insurance requirements for the State in which member resides in. This policy must insure Member, the automobile/motor vehicle in Member’s possession and control and the independent contractor driver. Member understands that in the event of an accident, while Member’s motor vehicle is being operated by one of I’ll Drive’s independent contractor drivers, whether or not I’ll Drive’s independent contractor driver is at fault in such accident, Member’s automobile insurance policy shall be the primary insurance policy for the satisfaction of any and all claims or damage. Member agrees to indemnify independent contractor drivers and I’ll Drive or its agents, successors, licensees, assigns, affiliated companies, and their respective officers, directors, agents, and employees from and against any and all damages sustained by I’ll Drive and/or independent contractor drivers and to defend and indemnify I’ll Drive and/or independent contractor drivers in connection with any claims made against independent contractor drivers and/or I’ll Drive or its agents, successors, licensees, assigns, affiliated companies, and their respective officers, directors, agents, and employees for any and all damages or claims not paid for by Member’s insurance coverage or insurer unless such damage is caused by the gross negligence or intentional wrongful acts of I’ll Drive.
Assumption of Risk. Member is aware and acknowledges that the use of the services provided by I’ll Drive involves an inherent risk of injury, death, and/or property damage to Member and/or Member’s guest(s). In addition to the inherent risks involved in the operation of an automobile/motor vehicle on public and/or private roadways, Member acknowledges and is aware of the risks of injury, death, and property damage that may result from, among other causes, the active or passive negligence of I’ll Drive or independent contractor drivers including, without limitation, the risk of negligent instruction or supervision or operation of the vehicle. Member voluntarily agrees to assume all risks of damage, including injury, death, and property damage to Member and any and all passengers within the automobile/motor vehicle operated by I’ll Drive or independent contractor drivers and Member waives any and all claims or actions that Member may have against independent contractor drivers or I’ll Drive or its members, managers, employees, agents, and drivers and/or its agents, successors, licensees, assigns, affiliated companies, and their respective officers, directors, agents, and employees unless such damage is caused by the gross negligence or intentional wrongful acts of I’ll Drive.
Release from Liability. Member hereby affirmatively releases independent contractor drivers and I’ll Drive or its members, managers, employees, agents, successors, licensees, assigns, affiliated companies, and their respective officers, directors, agents, and employees. (collectively, the “Released Parties”) from any and all liability to Member and Member’s guests, principals, employees, agents, representatives, guardians, successors, assigns, heirs, children, and next of kin from all liability, claims, damage, or demands for personal injury, death, or property damage, arising from or related to this Agreement or to the services provided by the Released Parties, regardless of where the injury, death, or property damage occurs. This Release of Liability includes, without limitation, any personal injury, death, or property damage caused by the active or passive negligence of any of the Released Parties. This Release shall not include damage caused by the gross negligence or intentional wrongful acts of the Released Parties.
Sole Responsibility. Member expressly understands and agrees that Member bears sole responsibility for any losses incurred as a result of entering into this Agreement, services provided pursuant to this Agreement and/or any loss related to this Agreement. Without limiting any other provision of this Agreement, in no event shall I’ll Drive have any liability for any loss or damage related to this Agreement, whether arising from contract, warranty, negligence, and tort or otherwise except as provided herein.
Knowing and Voluntary Execution. Member acknowledges that Member has carefully read this Agreement, understands its contents, and understands that this Agreement includes an assumption of the risk provision, a general release of the Released Parties and a release of liability for all acts and/or omissions by independent contractor drivers or I’ll Drive or its members, managers, employees, agents, and drivers and/or its successors, licensees, assigns, affiliated companies, and their respective officers, directors, agents, and employees except for acts of gross negligence or intentional wrongful acts. Member further acknowledges that I’ll Drive is materially relying on these provisions of this Agreement in its decision to allow Member to utilize the services of I’ll Drive. With full knowledge of these provisions in favor of I’ll Drive as set forth herein, Member voluntarily agrees to these provisions and enters into this Agreement by accepting its terms on our website and by any use of I’ll Drive’s services.
Indemnification by Member. Member agrees to indemnify, defend and hold harmless independent contractor drivers and I’ll Drive and its members, managers, employees, agents, and drivers and/or its successors, licensees, assigns, affiliated companies, and their respective officers, directors, agents, and employees from and against any and all claims, actions or proceedings of any kind brought by Member or any third party and from any and all damages, liabilities, costs and expenses, including without limitation reasonable attorneys’ fees (collectively, “Claims”), except for claims arising from the gross negligence or intentional wrongful acts of I’ll Drive, relating to or arising out of or in connection with: (i) any and all services provided to Member by independent contractor drivers or I’ll Drive or its members, managers, employees, agents, and drivers and/or its successors, licensees, assigns, affiliated companies, and their respective officers, directors, agents, and employees; (ii) the breach of any of the representations and warranties of Member contained in this Agreement; and (iii) the breach of any covenant or agreement of Member under the terms of this Agreement. The indemnification provision set forth in this paragraph applies to all Claims. If Member shall fail to promptly indemnify I’ll Drive after written notice from I’ll Drive, I’ll Drive shall have the right to adjust, settle, litigate and take any other action I’ll Drive deems necessary or desirable for the disposition of any such Claim, as determined by I’ll Drive in its reasonable judgment. In any such event, Member shall reimburse I’ll Drive on demand for all amounts paid or incurred by I’ll Drive as a result thereof, including attorneys’ fees and costs. Non- payment of said amounts due and owing hereunder within 30 days after demand shall accrue interest at the rate of one-half (0.5%) percent per month, accumulating per annum.
Time for Claim. Notwithstanding any statute, law or regulation to the contrary, any claim arising from or relating to this Agreement (whether in contract, tort, or both) shall be brought within twelve (12) months after Member knew or could reasonably have known about the claim.
Binding Arbitration. Any dispute between any of the parties to this Agreement or claim by a party against another party arising out of or in relation to this Agreement or in relation to any alleged breach of this Agreement shall be finally determined by arbitration. ARBITRATION MEANS YOU WAIVE YOUR RIGHT TO A JURY TRIAL. The arbitration proceedings shall take place in Albuquerque, New Mexico or such other location as the parties to this Agreement may all agree upon; and such proceedings shall be governed by the laws of the State of New Mexico and the provisions of the New Mexico Uniform Arbitration Act, NMSA §44-7A- 1 et seq. There shall be one arbitrator, the identity of whom shall be agreed upon by the parties in dispute. In the event the parties cannot agree upon the selection of an arbitrator, such an arbitrator shall be appointed by the Court as provided by the New Mexico Uniform Arbitration Act at the request of any of the parties in dispute. The decision rendered by the Arbitrator shall be accompanied by a written opinion in support thereof. Such decision shall be final and binding upon the parties in the dispute, without right of appeal. Judgment upon any such decision may be entered into in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the decision and an order of enforcement. The prevailing party in any arbitration or declaratory action arising from the terms of this Agreement or the services provided hereunder shall be entitled to an award of reasonable attorneys' fees and costs of the action against the other party.
Mediation. Before invoking the binding arbitration mechanism set forth above of this Agreement, the parties may elect to first participate in mediation of any dispute arising under this Agreement. The Mediator shall be a retired judge or commissioner or an attorney with at least five (5) years of relevant experience relating to the subject matter of the controversy. The mediation shall take place in Albuquerque, New Mexico, at such time and place as Member and I’ll Drive shall mutually agree. The cost of mediation shall be borne by the parties equally. At least ten (10) days before the date of the mediation, each side shall provide the mediator with a statement of its position and copies of all supporting documents. Each party shall send to the mediation a person who has authority to bind the party. If a subsequent dispute will involve third parties, such as insurers or subcontractors, they shall also be asked to participate in the mediation. If the parties agree, the mediator may serve as the arbitrator. If a party has participated in the mediation and is dissatisfied with the outcome, that party may invoke the binding arbitration provision set forth above.
Intoxication and/or Medication. Member acknowledges and agrees that at the time I’ll Drive is requested, Member may be intoxicated and/or medicated. Accordingly, Member hereby affirms that this Agreement and the waivers, releases and all other provisions contained herein are binding on Member and will continue to be binding, notwithstanding the fact that Member may be intoxicated and/or medicated at the time he or she requests I’ll Drive services.
Refund Policy. Any payments made by the Member to I’ll Drive are non-refundable. If Member cancels any payments to I’ll Drive, Member will be responsible for any and all fees incurred by I’ll Drive that arise from the cancellation of the payment.
Amendments. I’ll Drive may amend the terms and conditions of this Agreement at any time by posting the amended terms and conditions on its website, in which case, such amended terms and conditions shall take effect with respect to existing Members ten (10) days following such posting. Members should refer to the Membership Agreement on our website at http://illdriveyouhome.com/ from time to time prior to utilizing services. Member agrees to be bound by the terms of the Agreement in effect at the time of each usage of the services of I’ll Drive. In addition thereto, I’ll Drive may, in its sole discretion, e-mail and/or text message all Members a notice of amended terms and conditions, in which case, such amended terms and conditions shall be effective on the date indicated in such notice. Any further payments or use of I’ll Drive signifies Member’s acknowledgement and agreement to the terms of said amended Agreement.
Successors and Assigns. This Agreement shall be binding upon I’ll Drive and shall inure to the benefit I’ll Drive and it successors and permitted assigns. This Agreement and the rights and obligations hereunder shall not be assignable or transferable by Member without the prior written consent of I’ll Drive, which consent may be withheld by I’ll Drive in its absolute discretion.
Unenforceable Provisions. If any term or provision of this Agreement is declared to be illegal, invalid or unenforceable for any reason whatsoever by an arbitrator or court of competent jurisdiction, the illegality, invalidity or unenforceability shall not affect the validity of the remainder of the Agreement, and to the extent permitted by applicable laws, any such term or provision shall be restricted in applicability or reformed to the minimum extent for such to be enforceable.
Governing Law. This Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of New Mexico, including all matters of enforcement, validity and performance.
Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
Entire Agreement. This Agreement constitutes the complete and exclusive statement of the terms of the agreement between Member and I’ll Drive and supersedes all prior and contemporaneous understandings or agreements of the parties. No party has been induced to enter into this Agreement, nor is any party relying on any representations or warranties outside those expressly set forth in this Agreement.
By confirming membership to I’ll Drive, you are agreeing to this agreement in entirety between member and I’ll Drive.