RigCallOut | Bison Technologies Terms of Service
These Terms of Service constitute a legally binding agreement (the “Agreement”) between you and BTG LLC, its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, “Bison Technologies,” “we,” “us” or “our”) governing your use of the Bison Technologies application, website, and technology platform (collectively, the “Bison Technologies Platform”).
PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND BISON TECHNOLOGIES CAN BE BROUGHT (SEE SECTION 16 BELOW). THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST BISON TECHNOLOGIES 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.
By entering into this Agreement, and/or by using or accessing the Bison Technologies Platform, you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provisions in Section 16) 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 BISON TECHNOLOGIES PLATFORM OR ANY OF THE SERVICES PROVIDED THROUGH THE BISON TECHNOLOGIES PLATFORM.
1. The Bison Technologies Platform
The Bison Technologies Platform provides a marketplace where oil and gas well operators who seek disposal of certain materials (“Operators”) can be matched with transportation options to remove such materials from participating Operators’ well sites (the “Well Sites”). Operators can be matched with drivers who are driving to or through the Well Sites (“Drivers”). Drivers and Operators are collectively referred to herein as “Users,” and the driving services provided by Drivers to Operators shall be referred to herein as “Transportation Services.” As a User, you authorize Bison Technologies to match you with a Driver or Operator based on factors such as your location, the estimated time to pick up, your destination, user preferences, and platform efficiency, and to cancel an existing match and rematch based on the same considerations. Any decision by a User to offer or accept Transportation Services is a decision made in such User’s sole discretion. Each Transportation Service provided by a Driver to an Operator shall constitute a separate agreement between such persons.
BISON TECHNOLOGIES IS NOT A MOTOR CARRIER. NO INTERPRETATION OF WRITTEN OR ORAL REMARKS IN ANY AGREEMENT OR DOCUMENT SHALL BE CONSTRUED TO IMPLY BISON TECHNOLOGIES IS A MOTOR CARRIER.
A“motorcarrier”,asusedintheseTerms,meansanymotorcarrierortruckingcompany,including a motor carrier as defined by 49 USC §13102(14) with authority issued by the federal and/or
applicable state governments or a motor carrier with authority issued by any other applicable governmental authority.
Bison Technologies is a federally licensed freight broker as defined by 49 USC §13102(2) under authority granted by the Federal Motor Carrier Safety Administration of the U.S. Department of Transportation.
The motor carrier shall be solely responsible for controlling the method, manner, and means of accomplishing the motor carrier’s services. For purposes of this Agreement, Driver shall mean those motor carrier employees, independent contractors, owner-operators under contract with the motor carrier, employees of such owner-operators, or any other service providers of the motor carrier assigned to operate motor vehicles providing transportation on beha lf of the motor carrier. The motor carrier or its drivers are responsible for determining the appropriate route for transportation. Any navigational directions that Bison Technologies offers to a motor carrier or its drivers are offered as a convenience only, and the motor carrier and its drivers shall have no obligation to follow such navigational directions. If the motor carrier elects to provide access to the Bison Technologies Platform to its drivers, any directions, instructions or other information provided through the Bison Technologies Platform are provided by the motor carrier to the driver.
Any Transportation Services that are accepted by a motor carrier or any employee, contractor or other service provider of the motor carrier (including you) on behalf of a motor carrier using the Bison Technologies Platform are subject to (i) the rates and charges indicated on the Bison Technologies Platform, (ii) the terms and conditions of the applicable agreement entered into between such motor carrier and (iii) Bison Technologies, and this Agreement. If you are an employee, contractor or other service provider of the motor carrier, you agree that all charges and compensation due to you as an employee, contractor or other service provider of the motor carrier are the sole responsibility of the motor carrier and not Bison Technologies.
2. Modification to the Agreement
Bison Technologies reserves the right to modify the terms and conditions of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Bison Technologies reserves the right to modify any information on pages referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the Bison Technologies Platform, or the use or provision of Transportation Services, after any such changes shall constitute your consent to such changes. 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).
The Bison Technologies Platform may only be used by individuals who have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein. The Bison Technologies Platform is not available to Users who have had their User account temporarily or permanently deactivated. You may not allow other persons to
use your User account, and you agree that you are the sole authorized user of your account. To use the Bison Technologies Platform, each User shall create a User account. Each person may only create one User account, and Bison Technologies reserves the right to deactivate any additional or duplicate accounts.
By becoming a User, you represent and warrant that you are at least 18 years old , are competent to enter into this Agreement, and are acting with full authority to enter into this Agreement.
As an Operator, you understand that request or use of Transportation Services may result in charges to you (“Charges”). Charges for Transportation Services are subject to the terms and conditions agreed to between You and Bison Technologies. You are responsible for reviewing the applicable charges or price quote and shall be responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts thereof.
5. Invoices and Payments
For Operators, invoicing shall be handled as follows:
• Bison Technologies to Operators. Invoices to Operators are subject to the terms and conditions agreed to between the Operator and Bison Technologies.
For Drivers, invoicing shall be handled as follows:
• Drivers to Bison Technologies. Invoices to Operators are subject to the terms and conditions agreed to between the Driver and Bison Technologies.
6. Bison Technologies Communications
By entering into this Agreement or using the Bison Technologies Platform, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. Communications from Bison Technologies, its affiliated companies and/or Drivers, may include but are not limited to: operational communications concerning your User account or use of the Bison Technologies Platform or Transportation Services, updates concerning new and existing features on the Bison Technologies Platform, communications concerning promotions run by us or our third-party partners, and news concerning Bison Technologies and industry developments.
IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE EMAIL ITSELF. HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF COMMUNICATIONS MAY IMPACT YOUR USE OF THE BISON TECHNOLOGIES PLATFORM OR RELATED SERVICES.
7. Your Information
8. Intellectual Property
All intellectual property rights in the Bison Technologies Platform shall be owned by Bison Technologies 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 Bison Technologies 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 Bison Technologies. Bison Technologies 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.
BISON, BISON TECHNOLOGIES and other Bison Technologies logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Bison Technologies or its affiliates in the United States and/or other countries (collectively, the “Bison Technologies Marks”). If you provide Transportation Services as a Driver, Bison Technologies 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 use the Bison Technologies Marks solely in connection with providing the Transportation 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 Bison Technologies’ prior written permission, which it may withhold in its sole discretion. The Bison Technologies’ logo (or any Bison Technologies Marks) may not be used in any manner that is likely to cause confusion, including but not limited to: use of a Bison Technologies Mark in a domain name, or use of a Bison Technologies Mark as a social media handle or name, avatar, profile photo, icon, favicon, or banner. You may identify yourself as a Driver on the Bison Technologies Platform, but may not misidentify yourself as Bison Technologies, an employee of Bison Technologies, or a representative of Bison Technologies.
You acknowledge that Bison Technologies is the owner and licensor of the Bison Technologies Marks, including all goodwill associated therewith, and that your use of the Bison Technologies logo (or any Bison Technologies Marks) will confer no interest in or ownership of the Bison Technologies Marks in you but rather inures to the benefit of Bison Technologies.
You agree that you will not: (1) create any materials that use the Bison Technologies Marks or any derivatives of the Bison Technologies Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by Bison Technologies in writing; (2) use the Bison Technologies Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Bison Technologies Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair Bison Technologies’ rights as owner of the Bison Technologies Marks or the legality and/or enforceability of the Bison Technologies Marks, including, challenging or opposing Bison Technologies’ ownership in the Bison Technologies Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Bison Technologies Marks, any derivative of the Bison Technologies Marks, any combination of the Bison Technologies Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Bison Technologies Marks; or (5) use the Bison Technologies 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 Bison Technologies’ sole discretion, a takedown request sent to the appropriate ISP, or social media platform, and/or a Uniform Domain-Name Dispute-Resolution Policy Proceeding (or equivalent proceeding). If you create any materials (physical or digital) bearing the Bison Technologies Marks (in violation of this Agreement or otherwise), you agree that upon their creation Bison Technologies exclusively owns all right, title and interest in and to such materials, including any modifications to the Bison Technologies Marks or derivative works based on the Bison Technologies Marks or Bison Technologies copyrights. You further agree to assign any interest or right you may have in such materials to Bison Technologies, and to provide information and execute any documents as reasonably requested by Bison Technologies to enable Bison Technologies to formalize such assignment.
9. Restricted Activities
With respect to your use of the Bison Technologies Platform and your participation in the Transportation Services, you agree that you will not:
1. violate any law, statute, rule, permit, ordinance or regulation;
2. interfere with or disrupt the Bison Technologies Platform or the servers or networks
connected to the Bison Technologies Platform;
3. post Information or interact on the Bison Technologies Platform in a manner which is
fraudulent, libelous, abusive, obscene, profane, harassing, or illegal;
4. use the Bison Technologies 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;
5. post, email or otherwise transmit any malicious code, files or programs designed to
interrupt, damage, destroy or limit the functionality of the Bison Technologies Platform or any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
6. forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Bison Technologies Platform;
7. “frame” or “mirror” any part of the Bison Technologies 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 web site for any purpose;
8. modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Bison Technologies Platform;
9. rent, lease, lend, sell, redistribute, license or sublicense the Bison Technologies Platform or access to any portion of the Bison Technologies Platform;
10. 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 Bison Technologies Platform or its contents;
11. link directly or indirectly to any other web sites;
12. transfer or sell your User account, password and/or identification, or any other User’s
Information to any other party;
13. discriminate against or harass anyone on the basis of race, national origin, religion, gender,
gender identity, physical or mental disability, medical condition, marital status, age or
sexual orientation; or
14. cause any third party to engage in the restricted activities above.
10. Driver and Operator Representations, Warranties and Agreements
By providing Transportation Services as a Driver on the Bison Technologies Platform, you represent, warrant, and agree that:
1. You possess a valid driver’s license, or commercial driver’s license if necessary, and are authorized and medically fit to operate a motor vehicle and/or commercial vehicle and have all appropriate licenses, approvals and authority to provide Transportation Services in all jurisdictions in which you provide Transportation Services and will provider the Transportation Services in compliance with all applicable laws, statutes, rules, permits, ordinances or regulations.
2. You own, or have the legal right to operate, the vehicle you use when providing Transportation Services; such vehicle and any accompanying trailers, tanks or other attachments are in good operating condition and meet 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 Transportation Services, provide Transportation 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 yourself, Bison Technologies, or third parties.
4. You will only provide Transportation Services using the vehicle and any accompanying trailers, tanks or other attachments that has been reported to, and approved by Bison Technologies, and for which a photograph has been provided to Bison Technologies.
5. You will not attempt to defraud Bison Technologies or Operators on the Bison Technologies Platform or in connection with your provision of Transportation 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.
6. You agree that we may obtain information about you, including your criminal and driving records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement.
7. 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 Transportation Services.
8. You will pay all applicable federal, state and local taxes based on your provision of Transportation Services and any payments received by you.
By requesting Transportation Services as an Operator on the Bison Technologies Platform, you represent, warrant, and agree that:
1. You will not misrepresent the type or nature of the materials for which you seek Transportation Services.
2. You will permit the Driver access to your real property on which the wellsite is located in order for the Driver to provide the Transportation Services requested.
3. You will pay for the transportation services.
4. 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 wellsite for which Transportation Services are provided.
5. To the extent applicable, you will pay all applicable federal, state and local taxes based on the provision of Transportation Services received by you.
6. You own, or have the legal right to operate, the wellsite for which Transportation Services are being provided and you will keep it in a safe condition in compliance with the industry safety standards and all applicable statutory and state and federal requirements for a wellsite of its kind.
The following disclaimers are made on behalf of Bison Technologies, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.
Bison Technologies does not provide transportation services, and Bison Technologies is not a transportation carrier. Bison Technologies is not a common carrier or public carrier. It is up to the Driver to decide whether or not to offer transportation services to an Operator contacted through the Bison Technologies Platform, and it is up to the Operator to decide whether or not to accept transportation services from any Driver contacted through the Bison Technologies Platform. We cannot ensure that a Driver or Operator will complete an arranged transportation service. We have no control over the quality or safety of the transportation that occurs as a result of the Transportation Services.
The Bison Technologies Platform is 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 Bison Technologies Platform and/or the Transportation Services, including theabilityto provideorreceiveTransportationServicesatanygivenlocationortime.Tothefullest 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 Bison Technologies Platform or Transportation Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error- free, or will meet your requirements, that any defects in the Bison Technologies Platform will be corrected, or that the Bison Technologies 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 Bison Technologies Platform or Transportation Services.
Bison Technologies is not responsible for the conduct, whether online or offline, of any User of the Bison Technologies Platform or Transportation Services. You are solely responsible for your interactions with other Users. By using the Bison Technologies Platform and participating in the Transportation Services, you agree to accept such risks and agree that Bison Technologies is not responsible for the acts or omissions of Users on the Bison Technologies Platform or participating in the Transportation Services.
You are responsible for the use of your User account and Bison Technologies 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.
It is possible for others to obtain information about you that you provide, publish or post to or through the Bison Technologies Platform (including any profile information you provide), send to other Users, or share during the Transportation Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on the Bison Technologies Platform or through the Transportation Services. Please carefully select the type of information that you post on the Bison Technologies Platform or through the Transportation 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 Bison Technologies or made available through the Bison Technologies 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 Bison Technologies Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Bison Technologies 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 Bison Technologies 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 Bison Technologies, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Bison Technologies Platform. Any of your Information, including geolocational data, you upload, provide, or post on the Bison Technologies Platform may be accessible to Bison Technologies and certain Users of the Bison Technologies Platform.
Bison Technologies advises you to use the Bison Technologies Platform with a data plan with unlimited or very high data usage limits, and Bison Technologies shall not responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Bison Technologies Platform.
This paragraph applies to any version of the Bison Technologies Platform that you acquire from the Apple App Store. This Agreement is entered into between you and Bison Technologies. Apple, Inc. (“Apple”) is not a party to this Agreement and shall have no obligations with respect to the Bison Technologies Platform. Bison Technologies, not Apple, is solely responsible for the Bison TechnologiesPlatformandthecontentthereofassetforthhereunder.However,AppleandApple’s subsidiaries are third party beneficiaries of this Agreement. Upon your acceptance of this Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce
this Agreement against you as a third party beneficiary thereof. This Agreement incorporates by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control.
You will defend, indemnify, and hold Bison Technologies including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders 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 Bison Technologies Platform and participation in the Transportation 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, Operators, other motorists, and pedestrians, as a result of your own interaction with such third party; (3) any allegation that any materials that you transmit through the Bison Technologies Platform infringe or otherwise violate the copyright, 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 Transportation Services as a Driver; and/or (5) any other activities in connection with the Transportation Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
13. Limitation of Liability
IN NO EVENT WILL BISON TECHNOLOGIES, INCLUDING OUR AFFILIA TES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “BISON TECHNOLOGIES” 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 BISON TECHNOLOGIES PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE BISON TECHNOLOGIES PLA TFORM, THE TRANSPORTATION 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
BISON TECHNOLOGIES PLATFORM MAY BE USED BY YOU TO REQUEST OR PROVIDE AND SCHEDULE TRANSPORTATION SERVICES, BUT YOU AGREE THAT BISON TECHNOLOGIES HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION SERVICES PROVIDED TO YOU 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 YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
14. Term and Termination
This Agreement is effective upon your creation of a User account. This Agreement may be terminated: a) by User, without cause, upon seven (7) days’ prior written notice to Bison Technologies; or b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement, including but not limited to any breach of Section 9 or breach of Section 10 of this Agreement. In addition, Bison Technologies may terminate this Agreement or deactivate your User account immediately in the event: (1) you no longer qualify to provide Transportation Services or to operate the approved vehicle under applicable law, rule, permit, ordinance or regulation; or (2) Bison Technologies has the good faith belief that such action is necessary to protect the safety of the Bison Technologies community or third parties, provided that in the event of a deactivation pursuant to (1) or (2) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to Bison Technologies’ reasonable satisfaction prior to Bison Technologies permanently terminating the Agreement. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to Bison Technologies’ satisfaction, this Agreement will not be permanently terminated. Sections 4, 5, 7, 8 (with respect to the license), 10, 11, and 13- 19 shall survive any termination or expiration of this Agreement.
15. DISPUTE RESOLUTION AND ARBITRATION AGREEMENT
(a) Agreement to Binding Arbitration Between You and Bison Technologies.
YOU AND BISON TECHNOLOGIES MUTUALLY AGREE TO WAIVE OUR 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 your relationship with Bison Technologies 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 Bison Technologies, including our affiliates, subsidiaries, parents, successors andassigns,andeachofourrespectiveofficers,directors,employees,agents,orshareholders.This
Arbitration Agreement also applies to claims between you and Bison Technologies’ 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 BISON TECHNOLOGIES. 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 Bison TechnologiesPlatform,theTransportationServices,referralsorloyaltyprograms,anyothergoods or services made available through the Bison Technologies Platform, your relationship with Bison Technologies, the threatened or actual suspension, deactivation or termination of your User Account or this Agreement, background checks performed by or on Bison Technologies’ behalf, payments made by you or any payments made or allegedly owed to you, any promotions o r offers made by Bison Technologies, 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 Bison Technologies 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 BISON TECHNOLOGIES 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 BISON TECHNOLOGIES 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 BISON TECHNOLOGIES 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.
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 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.
(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 Commercial Arbitration Rules that are ineffectatthetimethearbitrationisinitiated,asmodifiedbythetermssetforthinthis 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 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 Bison Technologies 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 Operators or Drivers, but is bound by rulings in prior arbitrations involving the same Operator 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
maybeenteredinanycourthavingjurisdictionthereof,providedthatanyawardmaybechallenged 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 Bison Technologies initiates arbitration under this Arbitration Agreement, Bison Technologies will pay all AAA filing and arbitration fees.
2. With respect to any Claims brought by Bison Technologies against a Driver, or for Claims brought by a Driver against Bison Technologies that: (A) are based on an alleged employment relationship between Bison Technologies and a Driver; (B) arise out of, or relate to, Bison Technologies’ actual deactivation of a Driver’s User account or a threat by Bison Technologies to deactivate a Driver’s User account; (C) arise out of, or relate to, Bison Technologies’ actual termination of a Driver’s Agreement with Bison Technologies under the termination provisions of this Agreement, or a threat by Bison Technologies to terminate a Driver’s Agreement; (D) arise out of, or relate to, Fares (as defined in this Agreement, including Bison Technologies’ commission or fees on the Fares), or (E) arise out of or relate to background checks performed in connection with a User seeking to become a Driver (the subset of Claims in subsections (A)-(E) shall be collectively referred to as “Driver Claims”), the party initiating the action shall be responsible for paying the Arbitration fees and costs. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator. For purposes of this Section 16(d)(2), the term “Driver” shall be deemedtoincludebothDriversandDriverapplicantswhohavenotbeenapprovedtodrive.
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 the prevailing party, to the extent authorized by applicable law.
5. If the arbitrator issues you an award that is greater than the value of Bison Technologies’ last written settlement offer made after you participated in good faith in the optional Negotiation process described in subsection (i) below, then Bison Technologies will pay you the amount of the award or U.S. $1,000, whichever is greater.
(e) Location and Manner of Arbitration.
Any arbitration hearings between Bison Technologies and an Operator or between Bison Technologies and a Driver will take place in the Oklahoma County, Oklahoma.
(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) claims for workers’ compensation, state disability insurance and unemployment
insurance benefits; and (3) 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 you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, SecuritiesExchangeCommission,NationalLaborRelationsBoard(“NLRB”),orOfficeofFederal 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.
In addition to the severability provisions in subsections (b) and (c) 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.
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.
(h) Optional Pre-Arbitration Negotiation Process.
Before initiating any arbitration or proceeding, you and Bison Technologies 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 Bison Technologies. 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.
You agree not to use any technical, financial, strategic and other proprietary and confidential informationrelatingtoBisonTechnologies’business,operationsandproperties,informationabout a User made available to you in connection with such User’s use of the Bison Technologies Platform, which may include the User’s name, wellsite location, and/or contact information (“Confidential Information”) disclosed to you by Bison Technologies 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 Bison Technologies Platform any User Information obtained from the Bison Technologies Platform. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Bison Technologies in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Bison Technologies with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Bison Technologies 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 Bison Technologies; becomes known to you, without restriction, from a source other than Bison Technologies without breach of this Agreement by you and otherwise not in violation of Bison Technologies’ 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 Bison Technologies to enable Bison Technologies to seek a protective order or otherwise prevent or restrict such disclosure.
17. Relationship with Bison Technologies
As a Driver on the Bison Technologies Platform, you acknowledge and agree that you and Bison Technologies are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Bison Technologies expressly agree that (1) this is not an employment agreement and does not cre ate an employment relationship between you and Bison Technologies; and (2) no joint venture, franchisor- franchisee, partnership,oragencyrelationshipisintendedorcreatedbythisAgreement.Youhavenoauthority to bind Bison Technologies, and you undertake not to hold yourself out as an employee, agent or authorized representative of Bison Technologies.
Bison Technologies 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 Transportation 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 Bison Technologies Platform. You retain the option to accept or to decline or ignore an Operator’s request for Transportation Services via the Bison Technologies Platform, or to cancel an accepted request for Transportation Services via the Bison Technologies Platform, subject to Bison Technologies’ then-current cancellation policies. With the exception of any signage required by law or permit/license rules or requirements, Bison Technologies shall have no right to require you to: (a) display Bison Technologies’ names, logos or colors on your vehicle(s); or (b) wear a uniform or any other clothing displaying Bison Technologies’ names, logos or colors. You acknowledge and agree that you have complete discretion to provide Transportation Services or otherwise engage in other business or employment activities.
Except as provided in Section 16, this Agreement shall be governed by the laws of the State of Oklahoma without regard to choice of law principles. This choice of law provision is only intended to specify the use of Oklahoma law to interpret this Agreement and is not intended to create any other substantive right to non-Oklahomans to assert claims under Oklahoma law whether by statute, common law, or otherwise. If any provision of this Agreement is o r becomes invalid or non-binding, the parties shall remain bound by all other provisions of this Agreement. In that event, the parties 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 Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by Bison Technologies, in our sole discretion by providing notice to you. Except as explicitly stated otherwise, any notices to Bison Technologies shall be given by certified mail, postage prepaid and return receipt requested to BTG LLC, c/o Capitol Document Services, Inc., 1833 S. Morgan Rd., Oklahoma City, OK 73128. Any notices to you shall be provided to you through the Bison Technologies Platform or given to you via the email address or physical you provide to Bison Technologies during the registration process. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and Bison Technologies with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.
Posted Content by Others
We are not responsible for any content posted by any other person or entity. We cannot be held liable, directly or indirectly, for any loss or damage caused to you or any other third party in connection with any content posted by others.
Warranties and Disclaimers
OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OF SERVICE, NEITHER CALLOUT, LLC NOR ITS AFFILIATES, SUBSIDIARIES, AGENTS, ASSIGNS OR PROVIDERS MAKE ANY SPECIFIC REPRESENTATIONS ABOUT THE WEBSITES. ALL WEBSITES AND THEIR CONTENT ARE PROVIDED “AS IS”. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ANY AND ALL WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
Liability for our Services
EXCEPT WHERE PROHIBITED BY LAW, THE CALLOUT, LLC AND ITS AFFILIATES, SUBSIDIARIES, AGENTS, ASSIGNS AND PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF THE WEBSITES OR ANY THIRD PARTY’S USE OF THE WEBSITES. THESE EXCLUSIONS INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, COMPUTER FAILURE, OR THE VIOLATION OF YOUR RIGHTS BY ANY THIRD PARTY, EVEN IF THE SERVICES ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED.
These Terms are governed by and construed in accordance with the laws of Texas, without regard to its conflict of laws rules. You expressly agree that the exclusive jurisdiction for any claim or dispute under these Terms and or your use of the Services resides in the courts located in Dallas, Texas, and you further expressly agree to submit to the personal jurisdiction of such courts for the purpose of litigating any such claim or action. The unenforceability of any particular provision in these Terms will not affect any other provision.