TCP #0039081A

IRYDN, LLC ™ CONTRACT FOR

TRANSPORTATION SERVICES

 

1b. iRydn, LLC ™ will treat your riders with respect and common courtesies and expects the

same from your riders. iRYDN, LLC ™ drivers can terminate a ride if line item 1b is not obeyed or rider

place driver at risk physically, verberly, and/or illegally.

2. PAYMENT. Payment shall be made to Provider in the total amount of invoices, upon completion of

services. Payment of invoices for monthly contracted services, are due the 1st day of the month until

termination of this Agreement.

If any invoice is not paid when due, a service charge of $25.00 per month, or the maximum

percentage allowed under applicable California laws, whichever is less.

Client shall pay all costs of collection, including without limitation, reasonable

attorney fees. In addition to any other right or remedy provided by law, if Client

fails to pay for the Services when due, iRYDN, LLC ™ has the option to treat such failure to pay as a material

breach of this Contract, and may cancel this Contract, and or seek legal remedies.

3. TERM. This contract may be terminated by either party upon 30 days’ prior written notice to the other

party. An email notice by one party will suffice.

4. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents,

products, or other information (collectively the “Work Product”) developed in whole or in part by Provider

in connection with the Services will be the exclusive property of Provider. Upon request, Recipient will

execute all documents necessary to confirm or perfect the exclusive ownership of Provider to the Work

Product.

5. CONFIDENTIALITY. Provider, and its employees, agents or representatives will not at any time or in any

manner, either directly or indirectly, use for personal benefit, of Provider, or divulge, disclose, or

communicate in any manner, any information that is proprietary to Recipient. Provider and its employees,

agents, and representatives will protect such information and treat it as strictly confidential. This provision

Address 180 Promenade Cir #300, Sacramento, CA 95834 | (916) 238-6121 | 1- 7

will continue to be effective after the termination of this Contract. Any oral or written waiver by Recipient of

these confidentiality obligations which allows provider to disclose Recipient’s confidential information to a

third party will be limited to a single occurrence tied to the specific information disclosed to the specific

third party, and the confidentiality clause will continue in effect for all other occurrences.

6. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract:

a. The failure to make a required payment when due. b. The insolvency or bankruptcy of either

party. c. The subjection of any of either party’s property to any levy, seizure, general assignment

for the benefit of creditors, application or sale for or by any creditor or government agency. d.

The failure to make available or deliver the services in the time and manner provided for in this

Contract.

7. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party

defaults by failing to substantially perform any provision, term or condition of this contract (including without

limitation the failure to make a monetary payment when due), the other party may terminate the contract by

providing written notice to the defaulting party. The party receiving such notice shall have 7 days from the

effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the

iRYDN ™ CONTRACT FOR TRANSPORTATION SERVICES failure to cure the default(s) within

such time period shall result in the automatic termination of this contract.

8. FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented,

restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the

party unable to carry out its obligations gives the other party prompt written notice of such event, then the

obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The

term Force Majeure shall include without limitation, acts of GOD, fire, explosion, vandalism, storm, or other

similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots,

or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party

shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and

shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or

omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such

party, or its employees, officers, agents, or affiliates.

9. DISPUTE RESOLUTION. The parties will attempt to resolve any dispute arising out of or relating to this

Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within

15 days, the parties will resolve the using the below Alternative Dispute Resolution (ADR) procedure.

Any controversies or disputes arising out of or relating to this agreement shall be resolved by binding

arbitration under the rules of the American Arbitration Association (AAA). The arbitrators award will be

final, and judgement may be entered upon it by any court having proper jurisdiction.

10. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no

other promises or conditions in any other agreement whether oral or written concerning the subject matter

of this Contract. This Contract supersedes any prior written or oral agreements between parties.

11. SEVERABILITY. If any provision of this contract will be held to be invalid or unenforceable for any

Address 180 Promenade Cir #300, Sacramento, CA 95834 | (916) 238-6121 | 2- 7

reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision

of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and

enforceable, then such provisions will be deemed to be written, construed, and enforced as so limited.

12. AMENDMENT. This Contract may be modified or amended in writing by mutual agreement between the

parties, if the writing is signed by the party obligated under the amendment.

13. GOVERNING LAW. This contract shall be construed in accordance with the laws of the State of

California.

14. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently

given if delivered in person or by certified mail, return receipt requested, to the address set forth in the

opening paragraph or to such other address as one party may have furnished to the other in writing.

15. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this

Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and

compel strict compliance with every provision of this Contract.

16. ATTORNEY’S FEES TO PREVAILING PARTY. In any action arising hereunder or any separate

action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable

attorney’s fees and costs, both in the trial court and on appeal.

17. CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the

drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.

18. ASSIGNMENT. Neither party may assign or transfer this Contract without the prior written consent of the

non-assigning party, which approval shall not be unreasonably withheld.

19. Client agrees upon Signing the contract Client Shall not Hire or Contact Drivers other than for Reservation

Purposes only under iRYDN LLC Liability and Contract agreement. Client also agrees, upon cancelation of the

contract, the Client shall not contact or privately hire iRYDN LLC drivers for a period of 5 years.

Client is responsible for all damages to Vehicles This Includes

Vomiting, Interior Exterior Damage of Vehicle, Proof Of damage will be provided by iRYDN LLC along with

Invoices with in 12 hours of incident.

21. Client agrees during Transportation by iRYDN LLC Vehicles all Minors under 18 must be

accompanied by an Adult at all times.

22. In Compliance with California Child Safety Laws, Client Shall Agree and Provide their own

State Certified Car Seat with Restraints. iRYDN LLC does not provide car seats. Children under age 8

and under 4 feet and 9 inches must be properly secured in a federally approved child

Address 180 Promenade Cir #300, Sacramento, CA 95834 | (916) 238-6121 | 3- 7

restraint system (child safety seat). All other children age 8 to 16 or over 4′ & 9″ must

be secured by a seat belt.

23. Per iRYDN LLC, neither drivers nor Client Riders shall not bring firearms during the

transportation. Only authorized Law Enforcement members and Business Travelers who possess State Conceal

Carry Weapon (CCW) Permit, shall be allowed to ride, provided iRYDEN, LLLC TM is notified at the time of

reservation and the driver is informed prior to entry into the vehicle.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their duly authorized

representatives as of the date first above written.

​

iRYDN, LLC Agent Date

Hold Harmless Agreement

This HOLD HARMLESS AGREEMENT (this "Agreement") by and between iRydn.LLC (hereinafter, "iRydn"), of 180 Promenade

Cir #300, Sacramento, California 95834 and Client

iRydn. LLC™ and Client are sometimes individually

referred to as "Party" and collectively referred to as the "Parties."'

WHEREAS, Client will be performing the following services for iRydn: iRydn

can offer your employees ground transportation to airports and hotels, company meetings,

conventions and more...; and

WHEREAS, in exchange for valuable consideration, Client desires to hold

harmless iRydn from any claims and/or litigation arising out of iRydn's

performance of the work of providing these services.

NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein,

iRydn and Client hereby agree as follows:

TERMS

1. Hold Harmless. Client shall fully defend, indemnify, and hold harmless iRydn

from any and all claims, lawsuits, demands, causes of action, liability, loss, damage and/or injury,

of any kind whatsoever ( including without limitation all claims for monetary loss, property

damage, equitable relief, personal injury and/or wrongful death), whether brought by an

individual or other entity, or imposed by a court of law or by administrative action of any federal,

state, or local governmental body or agency, arising out of, in any way whatsoever, any acts,

omissions, negligence, or willful misconduct on the part of Client, its officers,

owners, personnel, employees, agents, contractors, invitees, or volunteers . This indemnification

applies to and includes, without limitation, the payment of all penalties, fines, judgments,

awards, decrees, attorneys' fees, and related costs or expenses, and any reimbursements to iRydn

for all legal fees, expenses, and costs incurred by it.

2. Authority to Enter Agreement. Each Party warrants that the individuals who have signed

this Agreement have the actual legal power, right, and authority to make this Agreement and

bind each respective Party.

3. Amendment; Modification. No supplement, modification, or amendment of this Agreement

shall be binding unless executed in writing and signed by both Parties.

4. Waiver. No waiver of any default shall constitute a waiver of any other default or breach,

whether of the same or other covenant or condition. No waiver, benefit, privilege, or service

voluntarily given or performed by a Party shall give the other Party any contractual right by

custom, estoppel, or otherwise.

5. Attorneys' Fees and Costs. If any legal action or other proceeding is brought in connection

with this Agreement, the successful or prevailing Party, if any, shall be entitled to recover

reasonable attorneys' fees and other related costs, in addition to any other relief to which that

Party is entitled. In the event that it is the subject of dispute, the court or trier of fact who

Address 180 Promenade Cir #300, Sacramento, CA 95834 | (916) 238-6121 | 5- 7

presides over such legal action or proceeding is empowered to determine which Party, if any, is

the prevailing party in accordance with this provision.

6. Entire Agreement. This Agreement contains the entire agreement between the Parties related

to the matters specified herein, and supersedes any prior oral or written statements or agreements

between the Parties related to such matters.

7. Enforceability, Severability, and Reformation. If any provision of this Agreement shall be

held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be

valid and enforceable. If a court finds that any provision of this Agreement is invalid or

unenforceable, but that by limiting such provision it would become valid and enforceable, then

such provision shall be deemed to be written, construed, and enforced as so limited. The intent of

the Parties is to provide as broad an indemnification as possible under California law. In the

event that any aspect of this Agreement is deemed unenforceable, the court is empowered to

modify this Agreement to give the broadest possible interpretation permitted under California

law.

8. Applicable Law. This Agreement shall be governed exclusively by the laws of California,

without regard to conflict of law provisions.

9. Exclusive Venue and Jurisdiction. Any lawsuit or legal proceeding arising out of or relating

to this Agreement in any way whatsoever shall be exclusively brought and litigated in the federal

and state courts of California. Each Party expressly consents and submits to this exclusive

jurisdiction and exclusive venue. Each Party expressly waives the right to challenge this

jurisdiction and/or venue as improper or inconvenient. Each Party consents to the dismissal of

any lawsuit that they bring in any other jurisdiction or venue.

​

Address 180 Promenade Cir #300, Sacramento, CA 95834 | (916) 238-6121 | 7- 7