Driver Contract

DRIVER INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (“Agreement”) is entered into this ______ Day Of ____________, 20__  (the “Effective Date”) by and between ___________________ ("Contractor") and AMAFHH ENTERPRISES, INC. / EMERGTECH CONNECTIONS LLC (“Company”), a Texas corporation / LLC doing business as Pronto Rides or LimosATX. Contractor and Company may together be referred to as the "parties."

RECITAL

Contractor and Company enter this Agreement based upon the following facts:

WHEREAS, Company, having been organized for the purpose of providing passenger taxi, ground transportation, and for-hire services to the general public (“Services”), desires to engage Contractor on an independent contractor basis to provide services for Company; and,

WHEREAS, Contractor, having negotiated the terms and conditions of this Agreement with Company, and understanding and accepting all of the terms and conditions of such engagement as hereinafter provided, desires to accept such an engagement on an independent contractor basis to drive and provide the Services; and,

WHEREAS, the parties hereto agree that this Agreement is founded and maintained upon the acceptance and observance by each of the parties of the terms and conditions agreed upon, and the parties do desire that the terms and conditions of this Agreement shall be reduced to writing.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements between the parties made, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, Company and Contractor hereby agree to the terms of this Agreement.

AGREEMENT

The parties agree that, the facts contained in the above Recitals are true

And agree further as follows:

1. Employment Relationship 

Contractor is an Independent Contractor. The Company and Contractor willfully enter into this Agreement on the Effective Date in Austin, Travis County, Texas. Contractor agrees to provide services to Company as an at-will contractor for no definite term and on the other terms and conditions stated in this Agreement.

2. Scope of Agreement

(a) Company hereby engages Contractor to provide taxi driver and for-hire transportation services to members of the general public within the state of Texas (the “Services”). Contractor will provide the Services subject to the terms and conditions of this Agreement. Contractor shall perform the Services in a professional and courteous manner and in accordance with the Policies and Procedures attached hereto as Exhibit A, the Operator Requirements as attached in Exhibit B, the App Usage Policy as attached in Exhibit C, and incorporated herein by reference.

(b) The Contractor shall operate the vehicles owned or leased by Company, or the Contractors own vehicles in a manner complying with Exhibit A, and any amendments to such policy as The Company may, from time to time, put into effect, and shall perform such other duties as authorized and directed by the management of The Company. The Policy, as amended from time to time, forms part of this Agreement, whether or not attached hereto.

(c) In addition, whether or not specified in this Agreement, Contractor shall comply with all applicable provisions of The Company Policy/Procedures in Exhibit A, The City of Austin Ordinances, and laws of the State of Texas concerning the operation of charter automobile and van passenger ground transportation.

3. Term

This Agreement will remain continual until terminated pursuant to Paragraph 11.

4. Schedule and Manner of Performance

a) For purposes of federal and state wage and hour laws, the Company’s work week begins at 12:00 A.M. (midnight) on Monday and ends on Sunday at 11:59 P.M. Each workday begins at 12:00 a.m. (midnight) and ends at 11:59 P.M. 

b) Contractor shall inform The Company, those hours when Contractor is available to work. If Contractor designates hours are not suitable for The Company clients, The Company shall have no obligation to consider Contractor available for work. The Company shall have sole discretion in scheduling Contractor for work. The Company will attempt to schedule work within a single, continuous 12-hour time span, but cannot guarantee a fixed or regular schedule. Contractor agrees that The Company does not guarantee the scheduling of any work for Contractor.

c) Once scheduled for work, Contractor agrees to perform the scheduled work for The Company pursuant to The Company schedule. 

d) Contractor shall respond to The Company calls to scheduled work in a prompt & efficient manner.

e) Contractor solely shall be responsible for obtaining all information and training necessary for Contractor to perform effectively the Services contemplated hereunder.

5.  Compensation.

(a) The Contractor's compensation shall be determined by the aggregate volume of rides, encompassing single trips with passenger pickup and drop-off, whether one way or round-trip. The calculation of compensation will take into account various factors, including but not limited to the volume of rides, distance traveled, schedule, demand, season, events, and location. 

(b) The Company reserves the right to adjust the compensation per ride at any time based on these factors. Changes to the compensation structure will be communicated to the Contractor, and both parties agree to engage in good faith discussions for any necessary adjustments. The frequency of compensation reviews will be once a year only if requested by either party, and any modifications will be made collaboratively, and must be agreed upon by both. If not agreement is made, the Company reserves the right to terminate this contract.

(c) Both the Company and the Contractor commit to accurate recordkeeping of relevant data. 

(d) Contractor’s compensation will be paid out on a weekly or bi-weekly basis if any rides were completed that the past two weeks.

6.  Contractor’s Representations and Warranties.

a) Age. Contractor is nineteen (19) years of age or over.

b) Driver’s License. Contractor possesses a valid Texas driver’s license and has full driving privileges. Contractor’s driver’s license is not currently under revocation, suspension or limitation of any kind and there are no current pending actions against Contractor which could result in the revocation, suspension or other limitation of Contractor’s driver’s license and/or driving privileges.

c) Criminal Record and Driving History. 

a. Contractor shall submit to a background search which shall allow Company to obtain information regarding Contractor’s driving record. Contractor agrees that to be eligible to provide Services for the Company under this Agreement, all the following are true and must remain true during any term of this Agreement:

i. Contractor has not been convicted of any drug related offenses within the immediately preceding seven (7) year period, such as, but not limited to, possession of controlled substances, possession of drug paraphernalia, possession with intent to distribute, and distribution of controlled substances.

ii. Contractor has not been convicted within the immediately preceding seven (7) year period of any of the following: 1) driving while under the influence of drugs or alcohol, 2) commission of fraud, 3) criminal sexual offense of any nature, and 4) use of a motor vehicle to commit a felony, or a crime involving property damage, theft, acts of violence, or acts of terror.

iii. Contractor is not registered as a convicted sex offender.

iv. Contractor has not had more than three (3) moving violations in the immediately preceding three (3) year period.

v. Contractor has not had a major violation of any driving laws or regulations, such as attempting to evade police, reckless driving or driving while license suspended or revoked within the immediately preceding three (3) year period. Contractor shall immediately notify the Company of any arrest which could result in a conviction of the nature described in this Paragraph 6(c) and shall, at Company’s request, provide timely updates of the status of the charges until final disposition.

d) Fares. Contractor shall charge all passengers at the Company’s established rate for transport for that particular assigned ride. Contractor shall not charge in excess of the Company’s established rate for transport for that ride, charge any additional fees not authorized by Company, nor shall Contractor allow any passenger to be transported free of charge.

e) Cellular Phone and Granting of License for Company App. 

a. Contractor must possess and supply an internet enabled mobile phone (operating on an Android or Apple platform) that includes an adequate data plan and which is fully functioning and operational and charged. Contractor shall maintain the mobile phone and associated data plan in working order at all times during the duration of this Agreement at Contractor’s sole expense. Company shall grant Contractor a personal, non-exclusive, non-transferable license to install and use the Company App on Contractor’s mobile phone solely for the purpose of providing the Services under this Agreement. The foregoing license grant shall immediately terminate and Contractor agrees to delete and fully remove the Company App from Contractor’s mobile phone upon termination of this Agreement. Company shall not be responsible or liable for any fees, costs, or overage charges associated with Contractor’s use of the mobile phone.

f) Acceptance of Rides. 

a. Contractor agrees that Contractor shall be available to and shall provide services under this Agreement to passengers when they are available. Notwithstanding the foregoing, Contractor may refuse to accept a passenger or provide services to a passenger under this Agreement when in Contractor’s reasonable discretion the passenger may present a danger to Contractor due to the passenger’s intoxication, belligerent, abusive and/or violent behavior. In no event shall Contractor discriminate against any passenger or refuse to provide services to a passenger under this Agreement based on the passenger’s race, national origin, sex, disability, age, address, or other characteristic protected by federal or state law. Rejection of more than 15% of assigned fares may result in termination of this Agreement.

7. Deductions from Paycheck.

1) The Company may provide Contractor with credit card swipe/reader, mobile phone, or other equipment to render the Services. If the Contractor fails to return the equipment, then Contractor authorizes The Company to deduct from Contractor’s compensation the replacement cost of the equipment. 

2) The retail cost of supplies given to Contractor for maintenance and cleaning of The Company vehicle but taken by Contractor for personal use.

3)  If Contractor fails to return any other items signed out from The Company, then Contractor authorizes The Company to deduct from Contractor’s final check the replacement costs of such items.

4) The Company shall provide Contractor with a mobile cell phone for use exclusively to conduct The Company business only. Contractor is responsible for ensuring the phone is maintained safely and securely. Contractor is responsible for any loss or damage to the phone.

8. Outside Activities.

Contractor agrees that, during the term of this Agreement, Contractor shall not engage in any activities, make any statements, or knowingly permit any activities or statements to be attributed to the Contractor, which activities or statements would injure or devalue The Company goodwill, trade name, or public image. Contractor agrees to inform a manager of The Company in writing, of any and all other employment and/or business activities conducted by Contractor before undertaking such activities.

9. Non-Assignability of Duties.

Contractor may not, without the prior written consent of a manager of The Company, assign any duties or rides to any other Contractor or Drivers or other person. Any attempt to assign, without consent of The Company, may result in the immediate termination of Contractor, in the sole discretion of The Company.

10.  Damages to Vehicles

Contractor shall be liable for all damages to the vehicle.

11. Termination.

This Agreement may be terminated at any time at will with or without cause and with or without notice, except if quitting Contractor, the Contractor shall provide at least two weeks’ notice. No prior verbal, written warnings or probation are required before termination of this at-will contract. A manager of The Company may, however, suspend or reschedule the Contractor to determine if termination is appropriate under certain circumstances.

(a) Cause. Company may terminate this Agreement immediately, with or without notice, for cause. For purposes of this Agreement, Company shall have “cause” to terminate this Agreement upon:

i. Contractor’s material breach or default of any of the terms and conditions set forth in this Agreement.

ii. A determination by Company that Contractor is engaging or has engaged in willful misconduct or conduct which reasonably is perceived by Company to be detrimental to the business or reputation of Company or conviction of any crime set for in Paragraph 6(c) or failure to self-report an arrest as required by Paragraph 6(c);

iii. The commission in the course of Contractor’s performance of the Services of an act of fraud, embezzlement, theft, or personal dishonesty (whether or not resulting in criminal prosecution or conviction);

iv. Contractor’s use of alcohol or any addictive drug or other substance to the extent that performance of the Services by Contractor hereunder is impaired;

v. The expiration, suspension or revocation of Contractor’s Texas driver’s license;

vi. Receipt of one or more complaints from passengers about the conduct or driving of Contractor.

vii. Inability to reach a agreement on compenstation during a requested compenstation review by either the Company or the Contractor.

(b) Effect of Termination. Upon termination of this Agreement, for any reason, neither party shall have any further obligations hereunder, except for obligations incurred prior to the date of termination and for obligations, promises, or covenants contained herein which expressly survive termination of this Agreement. Contractor shall be entitled to a fee for the Services rendered by Contractor prior to the termination of this Agreement.

12.  Indemnification. 

Except as otherwise provided below, Contractor shall indemnify and hold harmless Company, its members, employees, agents, directors, officers, attorneys, insurers, successors, and permitted assigns, as applicable (the “Indemnified Parties”), from and against any and all loss, cost, damage, or expense of any kind, including attorneys’ fees and expenses, incurred by or threatened against the Indemnified Parties, or any of them, arising out of or allegedly arising from the performance of the Services by Contractor. Company shall provide Contractor with written notice of any claim asserted against any Indemnified Party as soon as is reasonably feasible after Company receives notice of such claim. Notwithstanding the above, the parties agree that, to the extent that any such loss, cost, damage, expense, or attorney fee is compensated for by insurance purchased by Company, Contractor shall not be required to reimburse Company or its insurer for same. The provisions of this Paragraph shall survive the termination of this Agreement, regardless of the reason for termination.

13.  Required Disclosures.

Contractor shall notify Company in writing within one (1) day after the occurrence of an event that adversely affects Contractor’s ability to perform Contractor’s obligations hereunder.

14.  Limitation of Authority. 

Nothing in this Agreement authorizes or shall be construed as authorizing Contractor to make any contract, agreement, warranty, or representation on behalf of or in the name of Company, or to assume or create any debt or other obligation in the name of Company. Any breach of the restrictions contained in this Paragraph by Contractor shall entitle Company to recover from Contractor such damages, fees, or expenses as Company may incur as a result of such breach.

15. Records and Files. 

All records, files, reports, and documents maintained by Company shall belong to and remain the sole property of Company. Upon termination of this Agreement for any reason, Contractor shall promptly return to Company all files, data, or materials belonging to or relating to the operations and business of Company.

16.  Miscellaneous.

(a) Entire Agreement. This Agreement contains the entire agreement and understanding between the parties with regard to the subject matter hereof, and there are no oral understandings, terms or conditions, and neither party has relied upon any representation, express or implied, not contained herein, with the exception of the policies distributed by Company to Contractor. All prior negotiations and understandings are merged into this Agreement. The recitals set forth in this Agreement and the defined terms and references contained therein are incorporated into and are a part of this Agreement.

(b) Amendment. The terms of this Agreement may not be amended, modified, or waived except by written agreement duly executed by Company and Contractor. Company reserves the right to modify and amend the Exhibits to this Agreement without Contractor’s consent, however, Company will provide Contractor of notice of any such modifications or amendments.

(c) Waiver. The failure of Company to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver by Company of any breach of any of the terms and conditions of this Agreement, shall not be construed as thereafter waiving any terms and conditions, but the same shall continue and remain in full force and effect as if no forbearance or waiver had occurred. No such waiver shall be enforceable unless in writing and signed by the Company.

(d) Binding Effect; Assignment. This Agreement shall inure to the benefit of Company its partners, members, officers, directors, successors, and permitted assigns. Contractor may not assign or delegate any rights or obligations under this Agreement without the prior written consent of the Company. The Company may transfer and assign this Agreement to any wholly owned subsidiary or any successor to all or substantially all of Company’s assets.

(e) Governing Law and Venue. This Agreement is made in the County of Travis, State of Texas, and the parties hereto agree, notwithstanding the principles of conflicts of laws, that the internal laws of the State of Texas and applicable federal law shall govern and control the validity, interpretation, performance, and enforcement of this Agreement. The parties hereto agree that any action relating to this Agreement shall be instituted and prosecuted exclusively in the Courts of the County of Travis, State of Texas, and each party hereto hereby does waive any and all defenses relating to venue and jurisdiction over the person.

(f) Paragraph Headings. The paragraph headings in this Agreement are for convenience of reference only and shall not be considered terms of this Agreement.

(g) Severability. If any of the terms, covenants, conditions, and agreements of this Agreement for any reason shall be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any of the other terms, covenants, conditions, and agreements of this Agreement, and any terms, covenants, conditions, and agreements hereof thereafter shall be construed as if such invalid, illegal, or unenforceable terms, covenants, conditions, and agreements were never contained herein.

Contractors represents that by contracting with The Company, Contractor is not violating any obligation owed to any former employer or hiring party.

Exhibit A: Driver Policies / Guidelines

1. The Company is committed to providing a safe and reliable transportation service. This exhibit outlines the policies and guidelines that all drivers must adhere to while operating as representatives of the Company.

2. Code of Conduct:

a. Drivers are expected to maintain a professional and courteous demeanor at all times.

b. Respect passengers' privacy and adhere to all applicable privacy laws.

c. Follow all traffic laws and regulations.

3. Vehicle Standards:

a. Ensure the vehicle is clean, well-maintained, and meets the Company standards.

4. Passenger Safety:

a. Always prioritize the safety and well-being of passengers.

b. Report any safety concerns or incidents promptly to the Company.

5. Ratings and Reviews:

a. Drivers are subject to passenger ratings and reviews.

b. Consistently low ratings may result in a review of the driver's status with the Company.

6. Communication:

a. Stay informed of company updates and communicate promptly with the Company support as needed.

7. Non-Discrimination: 

a. The Company prohibits discrimination based on race, gender, religion, disability, sexual orientation, or any other protected status.

8. Termination: 

a. Failure to comply with these policies may result in termination of the driver's agreement with the Company.

9. Amendments:

a. The Company reserves the right to amend these policies. Any changes will be communicated to drivers in advance.

10. Client Retention:

a. Drivers are strictly prohibited from taking clients acquired through the Company for private rides outside the platform.

b. All clients introduced to drivers through the Company are considered the exclusive clients of the company for future rides.

c. Engaging in private arrangements with the Company clients outside the platform is a violation of the terms of service and may result in the termination of the driver's agreement with the Company.

11. Confidentiality:

a. Drivers are required to maintain the confidentiality of client information obtained through the Company.

b. Disclosing or using client information for personal gain or outside the scope of the Company services is strictly prohibited.

12. By continuing to drive for the Company, you acknowledge and agree to comply with these policies and guidelines.

Exhibit B: Operator Requirements

1) The Contractor must provide a copy of a valid Texas Driver License.

2) The Contractor must have a Texas chauffeur’s permit to drive for the Company.

3) Vehicles: the Contractor shall either provide their own vehicle or use a company owned or leased vehicle. Each type of vehicle must comply with the rules set fourth as follows:

a) When the Contractor is driving a Company vehicle:

(1) Before driving the vehicle, the Contractor must inform the Company that they intend to drive Company vehicles so that the Contractor can be added as an operator on the Company insurance policy. The Contractor must be approved by the Company to drive their vehicles.

(2) The Contractor may not drive company vehicles that they are not authorized to be driven by the Company for the Contractor.

(3) The Contractor shall be responsible for making sure the vehicle is safe to drive and reporting any issues with the vehicle to the Company so that the issue can be corrected before driving the Company vehicle for any reason. 

(4) The Company may request drivers, at the Companies expense, to perform repairs and maintenance of any Company vehicles, when it is necessary to maintain the vehicle in proper working order, such as, but not limited to, oil changes, transmission fluid, lubrication, belts, hoses, headlights, brake lights and tires. 

(5) Company shall not be responsible for repairing any damages caused by Contractor’s negligence or intentional misuse or abuse of the Contractor’s vehicle, or use of the vehicle for non-authorized or non-company business.

(6) Company vehicles are to be used only for authorized company business.

b) When Contractor is driving the Contractor provided vehicle(s):

i) Contractor shall provide vehicle(s) necessary to perform the Services that are in good working order for the duration of each ride.

ii) The Contractor must explicitly disclose to the Company the Model, Make, and VIN# of the vehicle(s) which are planned to be used for company rides or Services. The company must approve each disclosed vehicle.

iii) Contractor shall be responsible for obtaining and maintaining all license plates, registration, and state mandated inspections on Contractor’s vehicles at all times.

iv) Contractor will be required to provide a copy of a valid insurance policy that allows commercial passenger transportation in the state of Texas with at least the minimum coverages required by the city and state law for passenger transportation of the type of vehicles the Contractor is using to transport passengers for the Company.

v) If the insurance provider offers the option, the Contractor's insurance policy must clearly state the Company's name as the entity for which the Contractor is commercially transporting passengers.

vi) The approved vehicles are required to be listed on the Contractor insurance policy. Only explicitly listed vehicles on the Contractor insurance policy are permitted to be used for the Company business. Any non-disclosed vehicles used for Company business is strictly prohibited, would be in violation of this contract, and could result in immediate termination of this Contract. The Contractor will be solely responsible for any incidents, accidents, injuries, damages that result during a ride with an undisclosed or unapproved or unlisted vehicle on Contractor policy provided to the Company.

vii) Any damages, injuries, that result from driving the Contractor’s own vehicle, will be claimed on the Contractor’s insurance policy. If anything that is not covered by the Contractor’s policy, will be the sole responsibility of the Contractor. The Company will not be liable for any remaining expenses or damages, and all remaining damages will be the responsibility of the Contractor.

viii)The Contractor will inform the Company if the Contractor’s insurance policy has lapsed, and will not be permitted to drive for the Company until a copy of the renewed policy has been provided to the Company, and is approved by the Company.

ix) The Contractor is solely required to keep the insurance policy in effect while in contract with the company and while transporting any passengers for the Company. If any coverages are changed on the Contractor’s insurance policy, they must inform the Company immediately of the new policy, and may not drive for the Company until the new policy terms have been reviewed and approved.

x) Contractor shall be responsible for all repairs and maintenance of any vehicle provided by Contractor to perform the Services which Contractor deems necessary to maintain the vehicle in proper working order, such as, but not limited to, oil changes, transmission fluid, lubrication, belts, hoses, headlights, brake lights and tires. Company shall not be responsible for repairing any damages caused by Contractor’s negligence or intentional misuse or abuse of the Contractor’s vehicle

Exhibit C: App Usage Policy

a) Reference: https://prontorides.com/partner-terms%2Fcondition

b) To be used for App usage and App agreement and App policies only.