Indemnification Agreement
This Indemnity Agreement (this “ Indemnity Agreement ”) is by and among you and your
company/business (“ you ”) and Trusted Local Drivers LLC.
WHEREAS, you are a party to a Platform Access Agreement (the “ PAA ”) between you and Trusted Local Drivers.
Capitalized terms used herein but not defined herein shall have the meanings ascribed to them
in the PAA.
WHEREAS, in connection with the transactions contemplated by the PAA, the parties have
agreed to indemnify each other as provided herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged and in consideration of the premises and the covenants contained
herein, you and Trusted Local Drivers LLC do hereby covenant and agree as follows:
1. Indemnity
1.1. You. To the maximum extent permitted by applicable law, you will indemnify,
defend (at our option) and hold us and our affiliates and each of our and their respective
officers, directors, employees, agents, or shareholders harmless from and against all claims,
liabilities, expenses (including reasonable attorney’s fees and related expenses), damages,
penalties, fines, social security contributions and taxes (“ Losses ”) asserted by a third party and
arising out of or related to your breach or alleged breach of the Agreement or this Indemnity
Agreement, your provision of Rides, your access to our Platform or your interaction with any
third party.
1.2. Us. We will indemnify, defend (at your option), and hold you (or your
company, entity, or organization, if you are using the Trusted Local Drivers LLC on behalf of your company, entity, or organization) harmless from and against all Losses arising out of a third party claim directly or indirectly related to allegations that the Trusted Local Drivers website or the Authorized Trusted Local Drivers LLC Branded Materials infringe on or misappropriate that third party’s intellectual property rights. The foregoing indemnity, defense and hold harmless obligations shall only apply if you (or your company, entity, or organization, if you are using the Trusted Local Drivers website on behalf of your company, entity, or organization) were (a) using the Trusted Local Drivers website or the Authorized-Trusted Local Drivers Branded Materials, as applicable, in accordance with the licenses granted in the PAA (“ Authorized Use ”) and (b) the Losses arose out of such Authorized Use.
1.3. Process. If any indemnified Losses might adversely affect us, we may, to the
extent permitted by applicable law, voluntarily intervene in any applicable proceeding at our
expense. You will not consent to the entry of any judgment or enter into any settlement of an
indemnified Losses without our prior written consent, which may not be unreasonably
withheld; except that you may settle any claim that is exclusively directed at and exclusively
affects you.
2. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, EXCEPT FOR LIABILITY ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY
OBLIGATIONS IN THE PAA, ITS INDEMNITY OBLIGATIONS HEREUNDER, OR A PARTY'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY (INCLUDING SUCH PARTY’S
AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS) SHALL BE LIABLE
TO THE OTHER UNDER OR RELATED TO THIS INDEMNITY AGREEMENT OR THE AGREEMENT FOR
ANY OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL
THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (i)
ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT
DAMAGES OF ANY TYPE OR KIND; OR (ii) THE OTHER PARTY OR ANY THIRD PARTY’S PROPERTY
DAMAGE, LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE OR
OTHER ECONOMIC ADVANTAGE.
3. Termination. Except as provided in the following sentence, this Indemnity Agreement
will continue until and will terminate in its entirety upon the termination of all of the terms,
covenants and agreements set forth in the PAA. The obligations set forth in this Indemnity
Agreement shall survive the termination or expiration of this Indemnity Agreement with
respect to actions occurring prior to such expiration or termination.
4. Conflicts. Except with respect to the Arbitration Provision in the PAA, if there is a
conflict between this Indemnity Agreement and any supplemental agreement between you and
us related to the indemnity, defense and hold harmless obligations described in this Indemnity
Agreement this Indemnity Agreement will prevail with respect to the specific conflict.
5. Severability. Invalidity of any provision of this Indemnity Agreement does not affect the
rest of this Indemnity Agreement. The parties, or in the absence of an agreement by the
parties, an arbitrator or court of competent jurisdiction, shall replace the invalid or non-binding
provision with provisions that are valid and binding and that have, to the greatest extent
possible, a similar effect as the invalid or non-binding provision, given the contents and purpose
of this Indemnity Agreement.
6. Applicable Law. This Indemnity Agreement is governed by the applicable law of the
state where you reside (or where your entity is domiciled) when you entered into this
Indemnity Agreement (the “ Applicable Law ”). The Applicable Law shall apply without reference
to the choice-of-law principles that would result in the application of the laws of a different
jurisdiction.
7. Modification. Any modification of this Indemnity Agreement must be in writing and
agreed by the parties.
8. Assignment; Successors and Assigns. We may freely assign or transfer this Indemnity
Agreement or any of our rights or obligations in them, in whole or in part, without your prior
consent. You agree not to assign this Indemnity Agreement, in whole or in part, without our
prior written consent, and any attempted assignment without such consent is void.
9. No Incorporation in the PAA. Notwithstanding anything herein to the contrary, this
Indemnification Agreement will not be considered incorporated by reference, or otherwise a
part of, the PAA.
10. Effectiveness. This Indemnity Agreement is effective as of the date and time you accept
it.
By clicking “Yes, I agree,” I expressly acknowledge that I have read, understood, and
considered the consequences of this Indemnity Agreement, that I agree to be bound by the
terms of this Indemnity Agreement, and that I am legally competent to enter into this
Indemnity Agreement with Trusted Local Drivers LLC.