Play Octopus Terms of Service
These Play Octopus Terms of Service (the “Terms”), govern the relationship between Octopus Interactive Inc. (“Octopus”), and those that register an account as a driver on its Platform, as defined below (each a “Driver”), and constitute a legally binding agreement between Octopus and Driver. Octopus and Driver shall be referred to collectively herein as the “Parties.” Driver wishes to receive from Octopus a tablet, tablet mount and certain other accessories and devices (the “Equipment”) and use Octopus’s platform in Driver’s vehicle to promote third party businesses’ products and services, and engage riders with trivia, games and other content via the Octopus application (collectively, the “Platform”). By agreeing to these Terms, Driver represents that he/she has read and does understand and agree to be bound by the foregoing provisions, and that all representations made below are accurate. These Terms may be changed by Octopus effective immediately by notifying Driver. By continuing to access or use the Equipment and Platform after the effective date of any such change, Driver agrees to be bound by such modified Terms. Driver represents that Driver’s participation on the Platform and acceptance of these Terms are completely voluntary. Driver’s relationship to Octopus shall be that of an independent contractor and no employment, partnership, joint venture, franchise or agency relationship is created by this Agreement. The Parties agree:
- Driver Terms / Responsibility:
- Driver will keep the Equipment charged, secured, viewable to passengers, and broadcasting content for at least 100 unique rides per month (the “Ride Threshold”). If Driver does not meet the Ride Threshold, Driver shall return the Equipment.
- Driver will be responsible for ensuring that the Equipment is not lost, damaged or stolen, but may provide a police report to alleviate responsibility in the event the Equipment is stolen. Driver shall immediately report to Octopus any damage, theft or other issue to the Equipment.
- Driver will provide Octopus with bank account information (“Driver’s Account”) for the purpose of making credits and debits to Driver’s account under the terms of this Agreement.
- Driver will not utilize any other rideshare engagement or advertising device while Driver remains in possession of the Equipment.
- Driver will pay all local, state and federal taxes due in connection with any rewards paid by Octopus to Driver.
- Driver will maintain adequate insurance in full force and effect with respect to Driver’s vehicle, during the term of this Agreement.
- Driver shall not operate Equipment in an unsafe manner while driving. Driver will perform any such operation while stopped.
- Driver agrees to only use the Equipment for purposes of displaying the Platform. If the Platform is exited, Driver shall immediately reopen the Platform or notify Octopus immediately.
- Driver will return to the Octopus address specified in section VI.e. the Equipment provided to Driver by Octopus, within 10 days, if requested by Octopus. All costs of returning Equipment shall be the sole responsibility of Driver.
- Driver shall follow all applicable traffic laws and ask passengers to abide with applicable traffic laws, including seatbelt laws.
- Driver agrees to receive SMS messages for general communications from Octopus. Message & data rates may apply. To stop receiving SMS messages from Octopus, Driver may reply STOP to any such message at any time.
- Driver agrees to receive emails for general communications from Octopus. To stop receiving emails from Octopus, Driver may follow the unsubscribe instructions in any such email.
- Driver agrees to maintain all city and state licenses and permits necessary to display advertisements in Driver’s vehicle.
- Octopus Terms / Responsibilities:
- Octopus will provide the Driver with the Equipment as Octopus deems appropriate.
- Octopus will subsidize data costs associated with the Equipment.
- Octopus may request the return of the Equipment at any time.
- Octopus reserves the right to reward Driver based on any metric/ payment plan, in Octopus’s sole discretion.
- Octopus reserves the right to display any such content it deems appropriate on the Platform at any time.
- Octopus reserves the right to terminate this Agreement with Driver at any time, for any reason, without cause.
- Octopus may make rewards to Driver. Octopus is not obligated to make any rewards. Any rewards shall be granted at the sole discretion of Octopus and may be discontinued at any time.
- Upon termination of this Agreement, any unredeemed rewards shall be forfeited by Driver.
- Octopus may require Driver to pay a security deposit in order to receive the Equipment (the “Security Deposit”).
- If Driver fails to return the Equipment, in original working condition, when requested by Octopus, then Octopus may retain the Security Deposit and/or charge Driver’s Account for lost Equipment as follows: Tablet (US$160), Tablet Mount (US$20), Charging Cable (US$10), Charging Port (US$10). If any Equipment is stolen and Driver provides Octopus with a full police report within 30 days of the incident, Octopus will waive all charges for such Equipment.
- Intellectual Property / Data:
- Octopus IP. Driver agrees and acknowledges that Octopus owns all right, title, and interest in Octopus’s Platform, resulting data and information, trademarks and other intellectual property, any software, technology or tools used in connection therewith, and any improvements or derivative works thereof (collectively, the “Octopus IP”). Driver shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, or modify the Octopus IP or any portion thereof, except with the explicit permission of Octopus. Driver shall not prepare any derivative work based on the Octopus IP and shall not translate, reverse engineer, decompile or disassemble the Octopus IP.
- Data. Octopus may collect user data based on driving records that Driver shares with Octopus, user interactions with the Equipment, location based data from the Equipment, as well as other methods. Octopus may share some, all or none of this information with advertisers as part of the advertising sales process or other third parties in Octopus’s sole discretion.
- Confidentiality. All of the terms of this Agreement are to be treated by Driver as confidential. Driver agrees not to disclose any such confidential information to any third party, other than its legal, tax, and accounting advisors who are bound by a duty of confidentiality or as required by applicable laws.
- Termination. Either party may terminate Driver’s account with Octopus immediately upon 10 days’ notice to the other party and, for Driver, the return of the Equipment to Octopus.
- Representations and Warranties. Driver represents and warrants that: (1) Driver has the right, power and authority to agree to these Terms; and (2) the information shared by Driver, including Driver’s profile displayed on the Platform, does not and will not violate any copyright, trademark, or other intellectual property right or right of privacy or publicity of any third party, and will not violate any terms or policies of the Rideshare Company(s) for which he/she drives.
- Indemnification. Driver agrees to defend, indemnify and hold Octopus, its affiliated and related entities, and any of their officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to attorney’s fees and costs) arising out of or relating to any of the following: (1) any breach or alleged breach by Driver of this Agreement or the representations and warranties stated in Section VI.a of this Agreement, or (2) any claim arising out of or relating to the information and services provided by Driver, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages.
- Limitation of Liability. OCTOPUS AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER THESE TERMS FOR ANY OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (1) ANY INCIDENTAL, COMPENSATORY, GENERAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND; OR (2) DRIVER’S OR ANY THIRD PARTY’S PROPERTY DAMAGE, BODILY INJURY, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE. (COLLECTIVELY, “DISCLAIMED DAMAGES”).
- Relationship. The Parties are independent contractors. Nothing in these Terms shall be construed to create a joint venture, partnership, franchise, or an agency relationship between the Parties. Neither Party has the authority, without the other Party’s prior written approval, to bind or commit the other Party in any way.
- Notices. All notices and requests in connection with this Agreement will be deemed given as of the day they are received either by email, messenger, delivery service, or in the mail, at the following addresses:
- Octopus Email Address: email@example.com
- Octopus Physical Address:
4550 Montgomery Ave., Suite 215N
Bethesda, Maryland 20814
To Driver, at the email address and phone number registered by Driver with Octopus. Unsubscribing from Octopus’s email or SMS communications shall not relieve Driver of Driver’s obligations under these Terms, and shall void any notice requirements.
- No Warranty. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. OCTOPUS DOES NOT WARRANT OR GUARANTEE THAT THE PLATFORM SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE.
- Governing Terms. These Terms are the entire agreement of the Parties with respect to the subject matter hereof, and supersede any and all prior agreements and/or understandings, whether written or oral. In certain cases, these Terms may be referred to as the Driver Agreement.
- Governing Law. These Terms shall be governed by the laws of the State of Maryland, without reference to principles of conflicts of law, and the Parties further consent to the exclusive jurisdiction of the local and federal courts located in Montgomery County to resolve any dispute that may arise relating to the Terms.
- Assignment. These Terms may be assigned by Octopus, directly or by operation of law, without the prior written consent of Driver. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and assigns.
- Survival. All sections of these Terms that by their nature should survive termination or expiration will survive, including, without limitation, amounts due for unreturned Equipment, indemnification obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.
- Agreement. Driver agrees to these Terms by checking the related acknowledgment when Driver creates an account with Octopus.