Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“you,” “your,” “Driver”) and Vertikal Ltd. (“Company,” “we,” “us,” “our”) governing your access to and use of the ShuttleNow Driver mobile application (the “App”).

By creating an account, downloading, installing, or using the App, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, do not use the App.

If you are using the App on behalf of an organization (e.g., a shuttle operator), you represent that you have the authority to bind that organization to these Terms.

2. Description of Service

ShuttleNow Driver is a mobile application designed for shuttle drivers to:

• Clock in and out of scheduled shifts
• Have their GPS location tracked during active shifts for dispatching and route management
• Receive ride assignments and route information
• View shift schedules, route maps, and operational information
• Communicate with dispatchers and shuttle operators

The App is a tool for shuttle operations management. We provide the software platform; we are not a transportation company, employer, or staffing agency.

3. Eligibility

To use the App, you must:

• Be at least 18 years of age
• Hold a valid driver's license appropriate for the vehicle(s) you operate
• Be authorized to work in the jurisdiction where you provide driving services
• Have a compatible mobile device with a functioning GPS receiver
• Be authorized by a shuttle operator or employer to use the App
• Have the legal capacity to enter into a binding agreement

The App is not intended for anyone under the age of 18. By using the App, you represent and warrant that you meet all eligibility requirements.

4. Account Registration and Security

4.1 Account Creation

You must create an account to use the App. You agree to:

• Provide accurate, current, and complete information during registration
• Keep your account information up to date
• Maintain the confidentiality of your login credentials
• Notify us immediately of any unauthorized use of your account

4.2 Account Security

You are responsible for all activities that occur under your account. We are not liable for any loss or damage arising from your failure to maintain the security of your account credentials.

4.3 One Account Per Driver

Each driver must have their own individual account. Account sharing is prohibited. We reserve the right to terminate accounts that we reasonably believe are being shared or used by unauthorized individuals.

5. GPS Location Tracking

5.1 Shift-Only Tracking

The App tracks your precise GPS location only during active shifts. Location tracking:

• Starts when you clock in to begin a shift
• Continues at regular intervals during your active shift, including when the App is running in the background
• Stops immediately when you clock out to end your shift

We do not track your location when you are off-shift, when you are not clocked in, or when the App is closed outside of an active shift.

5.2 Consent to Location Tracking

By clocking in to a shift, you consent to GPS location tracking for the duration of that shift. This tracking is essential to the core functionality of the App and cannot be disabled during an active shift.

5.3 Offline Buffering

If your device loses internet connectivity during an active shift, the App will store GPS data points locally on your device in an encrypted buffer. This data is automatically transmitted to our servers when connectivity is restored and then deleted from your device.

5.4 Accuracy

GPS accuracy depends on your device hardware, environmental conditions (buildings, tunnels, weather), and satellite availability. We do not guarantee the accuracy of GPS location data. You should not rely solely on the App for navigation or safety-critical decisions.

6. Driver Responsibilities

As a driver using the App, you agree to:

• Drive Safely: Never interact with the App while operating a vehicle. Pull over to a safe location before using the App's interface. Your safety and the safety of passengers is paramount.
• Comply with Laws: Obey all applicable traffic laws, regulations, and rules of the road in your jurisdiction.
• Maintain Permissions: Keep GPS and necessary App permissions enabled on your device during active shifts.
• Accurate Reporting: Clock in and out accurately and honestly. Do not manipulate or falsify shift times or location data.
• Device Maintenance: Ensure your device is adequately charged and functioning properly during shifts.
• Report Issues: Promptly report App malfunctions, GPS inaccuracies, or safety concerns to your dispatcher or shuttle operator.

7. Prohibited Uses

You agree not to:

• Use the App for any unlawful purpose or in violation of any applicable laws
• Attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code of the App
• Modify, adapt, translate, or create derivative works based on the App
• Circumvent, disable, or interfere with security features, GPS tracking, or authentication mechanisms
• Use the App to collect or store personal data about other users without their consent
• Transmit any viruses, malware, or other harmful code through the App
• Use automated systems (bots, scrapers, etc.) to access or interact with the App
• Impersonate another person or misrepresent your identity or affiliation
• Use GPS spoofing, mock location, or any other method to falsify your location data
• Share your account credentials or allow others to access the App through your account
• Interfere with or disrupt the App's servers, networks, or infrastructure
• Use the App while impaired by alcohol, drugs, or any substance that affects your ability to drive safely

8. Intellectual Property

8.1 Ownership

The App, including all content, features, functionality, design, code, graphics, logos, and trademarks, is owned by Vertikal Ltd. and is protected by United States and international copyright, trademark, patent, and other intellectual property laws.

8.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to download and use the App on a compatible mobile device solely for the purpose of performing shuttle driving services as authorized by your employer or contracting shuttle operator.

8.3 Restrictions

This license does not grant you any right to:

• Sublicense, sell, lease, or rent the App
• Use the App for any purpose other than its intended use
• Remove, alter, or obscure any proprietary notices or labels on the App

9. Third-Party Services

The App integrates with and relies on certain third-party services:

• OpenStreetMap: Provides map tiles and geographic data displayed in the App. OpenStreetMap data is available under the Open Database License (ODbL). Your use of map features is subject to OpenStreetMap's terms.
• Stripe: Processes billing and payment transactions for shuttle operator accounts. Your use of payment features is subject to Stripe's terms of service and privacy policy.
• Operating System Services: The App uses device GPS hardware, push notification services (Apple Push Notification Service, Firebase Cloud Messaging), and secure storage provided by your device's operating system.

We are not responsible for the availability, accuracy, or performance of third-party services. Third-party services are governed by their own terms and privacy policies.

10. Data and Privacy

Your use of the App is subject to our Privacy Policy, which describes how we collect, use, store, and share your personal information, including GPS location data. The Privacy Policy is incorporated into these Terms by reference.

Key points:

• GPS location is collected only during active shifts
• We do not sell your personal data
• You have rights to access, correct, and delete your personal information
• Data is encrypted in transit and at rest

11. Disclaimers

11.1 “As Is” and “As Available”

THE APP IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

11.2 No Guarantee of Availability

We do not warrant that the App will be uninterrupted, error-free, secure, or free of viruses or other harmful components. We do not guarantee that defects will be corrected or that the App or the servers that support it are free of viruses or other harmful elements.

11.3 GPS and Navigation Disclaimer

WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF GPS LOCATION DATA. THE APP IS NOT A SUBSTITUTE FOR PROFESSIONAL NAVIGATION TOOLS, AND YOU SHOULD NOT RELY SOLELY ON THE APP FOR NAVIGATION OR SAFETY-CRITICAL DECISIONS. ALWAYS USE YOUR OWN JUDGMENT AND FOLLOW APPLICABLE TRAFFIC LAWS.

11.4 Employment Disclaimer

VERTIKAL LTD. IS A SOFTWARE PROVIDER. WE ARE NOT YOUR EMPLOYER, AND NOTHING IN THESE TERMS CREATES AN EMPLOYMENT RELATIONSHIP, JOINT VENTURE, PARTNERSHIP, OR AGENCY RELATIONSHIP BETWEEN YOU AND VERTIKAL LTD. YOUR EMPLOYMENT OR CONTRACTOR RELATIONSHIP IS SOLELY WITH THE SHUTTLE OPERATOR OR ORGANIZATION THAT AUTHORIZED YOUR USE OF THE APP.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• IN NO EVENT SHALL VERTIKAL LTD., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APP.
• OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE APP SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED US DOLLARS ($100.00) OR (B) THE AMOUNT YOU PAID US, IF ANY, IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
• THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Vertikal Ltd., its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of or inability to use the App
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Your violation of any rights of a third party
• Any accident, injury, or damage occurring during your operation of a vehicle while using the App
• Any falsification of shift data, GPS location, or account information

14. Termination

14.1 By You

You may stop using the App at any time. To delete your account, contact us at [email protected] or use the in-app account deletion feature (Settings > Account > Delete Account). Upon account deletion, we will delete your personal data in accordance with our Privacy Policy retention schedule.

14.2 By Us

We reserve the right to suspend or terminate your access to the App at any time, with or without notice, for any reason, including but not limited to:

• Violation of these Terms
• Fraudulent, abusive, or illegal activity
• GPS spoofing, location falsification, or tampering with shift data
• Request from your employer or shuttle operator
• Extended period of inactivity (12 months or more)
• Discontinuation of the App

14.3 Effect of Termination

Upon termination:

• Your license to use the App is immediately revoked
• We may delete your account data in accordance with our Privacy Policy
• Sections 8, 11, 12, 13, 15, and 16 of these Terms shall survive termination

15. Dispute Resolution

15.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

15.2 Informal Resolution

Before filing any formal legal proceeding, you agree to attempt to resolve any dispute informally by contacting us at [email protected]. We will attempt to resolve the dispute within 30 days of receiving your notice.

15.3 Arbitration

If the dispute cannot be resolved informally, you agree that any dispute, claim, or controversy arising out of or relating to these Terms or your use of the App shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. The arbitration shall be conducted in the English language.

15.4 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

15.5 Exceptions

Notwithstanding the above, either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and Vertikal Ltd. regarding the App and supersede all prior and contemporaneous understandings, agreements, and communications.

16.2 Severability

If any provision of these Terms is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the remaining provisions will remain in full force and effect.

16.3 Waiver

Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision. A waiver of any provision on one occasion shall not be deemed a waiver of such provision on any other occasion.

16.4 Assignment

You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction.

16.5 Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms due to causes beyond our reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, government actions, power outages, internet disruptions, or telecommunications failures.

16.6 Notices

We may provide notices to you through the App, by push notification, or by email to the address associated with your account. Notices from you to us should be sent to [email protected].

16.7 Electronic Signatures

You agree that your electronic acceptance of these Terms (by creating an account or using the App) constitutes a binding agreement and satisfies any requirement for a written signature.

17. App Store Terms

17.1 Apple App Store

If you downloaded the App from the Apple App Store:

• These Terms are between you and Vertikal Ltd., not Apple Inc.
• Apple has no obligation to furnish maintenance or support services for the App
• Apple is not responsible for any claims related to the App (product liability, legal compliance, consumer protection)
• Apple is a third-party beneficiary of these Terms and may enforce them against you

17.2 Google Play Store

If you downloaded the App from the Google Play Store:

• These Terms are between you and Vertikal Ltd., not Google LLC
• Google has no obligation or liability with respect to the App or these Terms

18. Changes to These Terms

We may modify these Terms at any time. When we make material changes, we will:

1. Update the “Last Updated” date at the top of these Terms
2. Notify you through the App or by email at least 14 days before the changes take effect
3. Provide a summary of the key changes

Your continued use of the App after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree with the updated Terms, you must stop using the App and delete your account.

19. Contact Us

If you have any questions about these Terms, please contact us: