"Equipment" means each individual tablet, mount, and charging cable provided by Traveltainment.
"Platform" means the Traveltainment digital kiosk system that delivers content and advertisements to passengers in Provider's vehicles.
"Ride Threshold" means fifty (50) unique passenger rides per calendar month per tablet.
"Provider" means the NEMT operator who has accepted this Agreement, acting as an independent contractor.
2.1 Traveltainment will supply Provider with the number of tablet kiosks specified in Provider's approved application. Equipment remains the exclusive property of Jessiboo LLC at all times.
2.2 Provider must keep Equipment powered on, charged, mounted visibly to passengers, and broadcasting the Platform during all vehicle operating hours.
2.3 Provider is responsible for the safe operation and care of Equipment while in Provider's possession. Provider must immediately notify Traveltainment of any damage, loss, or theft.
2.4 Provider must not sell, rent, lend, modify, tamper with, or otherwise make Equipment available to any third party.
2.5 If Provider fails to meet the Ride Threshold in any calendar month, Provider must return the affected Equipment within seven (7) days of the end of that month.
2.6 Upon termination of this Agreement, Provider must return all Equipment within 14 days in the same condition as received, normal wear excepted.
2.7 If Equipment is not returned when required, or is returned damaged beyond normal wear, Traveltainment will charge Provider for replacement at the following rates: tablet — $120.00 · mount — $20.00 · charging cable — $10.00.
2.8 If Equipment is stolen and Provider provides Traveltainment with a complete police report within 30 days of the incident, Traveltainment will waive replacement charges for the stolen item.
3.1 Zone 2 & Zone 4 Coupon Spiffs. Certain Zone 2 and Zone 4 advertisers may elect to include a coupon spiff component in their campaign. When an advertiser includes a spiff and a passenger engages with that coupon, 100% of the spiff payment received by Traveltainment from that advertiser will be passed through to Provider. Spiffs are not guaranteed and are entirely dependent on advertiser participation. Provider has no entitlement to spiff payments in the absence of an active advertiser spiff program.
3.2 Zone 3 Programmatic Revenue. Provider will receive 25% of Traveltainment's net Zone 3 programmatic advertising revenue attributable to Provider's tablets, calculated monthly.
3.3 All other advertising revenue — including Zone 1 flat-rate sponsorships and Zone 2/4 placement fees — belongs exclusively to Jessiboo LLC.
3.4 Provider acknowledges that revenue share amounts depend on advertiser activity and passenger volume, and are not guaranteed.
4.1 Payments will be made monthly via ACH bank transfer to the account on file, within 30 days of the end of each calendar month.
4.2 Payments under $25.00 will be held and rolled into the following month.
4.3 Jessiboo LLC will issue a 1099-NEC to Provider for any calendar year in which total payments equal or exceed $2,000.00. Provider must maintain accurate EIN and banking information in the platform at all times.
4.4 Jessiboo LLC reserves the right to offset any amounts owed for Equipment damage or unreturned Equipment against pending revenue share payments.
5.1 Provider must maintain a valid NEMT operating license in all jurisdictions where Equipment is deployed.
5.2 Provider must not display any competing advertising on or near the Equipment.
5.3 Provider consents to Traveltainment collecting anonymized, HIPAA Safe Harbor-compliant GPS and session data from Equipment for network analytics and advertiser reporting. No protected health information (PHI) is collected or stored.
5.4 Provider must maintain adequate commercial auto insurance covering all vehicles in which Equipment is deployed.
5.5 Provider will not issue any press release or make any public statement regarding Provider's participation in the Traveltainment network without prior written consent from Traveltainment.
Provider and Traveltainment are independent contractors. This Agreement does not create any partnership, joint venture, agency, franchise, or employment relationship between the parties. Provider has no authority to bind Traveltainment or create any obligation on Traveltainment's behalf.
THE PLATFORM AND EQUIPMENT ARE PROVIDED "AS-IS." TRAVELTAINMENT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TRAVELTAINMENT DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES IT GUARANTEE ANY MINIMUM LEVEL OF ADVERTISING REVENUE.
Provider agrees to defend, indemnify, and hold harmless Jessiboo LLC, its officers, directors, agents, and employees from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (i) Provider's use of the Equipment or Platform; (ii) any breach of this Agreement by Provider; (iii) any violation by Provider of applicable laws; or (iv) any injury, death, or property damage occurring in Provider's vehicles.
TRAVELTAINMENT'S TOTAL LIABILITY TO PROVIDER FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED $150.00 PER TABLET IN PROVIDER'S POSSESSION AT THE TIME OF THE CLAIM. IN NO EVENT SHALL TRAVELTAINMENT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS.
10.1 This Agreement begins on the date Provider accepts it and continues month-to-month unless terminated.
10.2 Either party may terminate this Agreement with 30 days written notice.
10.3 Traveltainment may terminate immediately if Provider breaches Sections 5.1, 5.2, or 5.4, or fails to return Equipment upon request.
10.4 Upon termination, all revenue share earned through the termination date will be paid within 60 days, less any amounts owed for Equipment.
11.1 Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration under the American Arbitration Association Commercial Arbitration Rules before a single arbitrator. Proceedings shall be conducted in Los Angeles County, California.
11.2 The prevailing party shall be entitled to recover reasonable attorneys' fees and costs.
11.3 This Agreement is governed by the laws of the State of California.
12.1 Updates. Traveltainment may update this Agreement at any time with notice to Provider via the platform or email. Continued use of Equipment after the effective date constitutes acceptance.
12.2 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force.
12.3 Entire Agreement. This Agreement, together with the Traveltainment Privacy Policy and Terms of Service, constitutes the entire agreement between the parties regarding its subject matter.