Affiliate Program Participant Agreement

Aristocat Limousine Service, Inc, d/b/a Aristocat Transportation (“Company” or Aristocat”), whose address is 3410 E 12 Mile Rd, Warren, MI 48092, (Affiliate and Aristocat are collectively the “Parties”).

WHEREAS, Affiliate desires to take part in Aristocat’s Affiliate Referral Program (the “Program”);

NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties agree as follows:

Engagement. Aristocat will enroll Affiliate in the Program, pursuant to which Aristocat refers reservations for Driving Services to Aristocat’s affiliates (each such referral, a “Reservation”). “Driving Services” is defined as any vehicular transportation services performed by Affiliate (or any of Affiliate’s agents, employees, or independent contractors) on behalf of Aristocat, and pursuant to this Agreement, for customers and clients of Aristocat (“Clients”). Aristocat’s agreement to allow Affiliate to participate in the Program is not a guarantee that Aristocat necessarily will refer to Affiliate any particular number or type of Reservation(s). Affiliate hereby accepts enrollment in the Program and agrees to comply with the terms and conditions set forth herein, as well as the policies incorporated by reference and described in the second Paragraph of this Agreement (the “Affiliate Policies”). Affiliate shall provide and dedicate all resources necessary to perform the services described herein in a timely and professional manner consistent with the highest industry standards.
Affiliate Policies. Affiliate shall follow all stated policies and procedures for Affiliates (the “Affiliate Policies”), which are incorporated by reference into this Agreement and posted on Aristocat’s website, up to and until this Agreement is terminated by either party. Aristocat reserves the right to update or modify the Affiliate Policies from time to time, in Aristocat ’s sole and absolute discretion, with or without notice to Affiliate, and Affiliate shall be bound by any such changes with respect to any Reservation sent to Affiliate subsequent to such changes. It is Affiliate’s responsibility to review the Affiliate Policies from time to time, including prior to accepting or confirming any Reservation.
Insurance, Licensing and Regulatory.
1. Affiliate hereby represents and warrants that Affiliate, its agents, employees, independent contractors, and any assets used in Driving Services (including vehicles) are currently registered, licensed, and in good standing with all relevant regulatory and/or licensing authorities, including but not limited to local, state, or national transportation agencies, motor vehicle agencies, environmental agencies, and tax agencies.
2. Affiliate hereby represents and warrants that Affiliate, its agents, employees, independent contractors, and any assets used in Driving Services (including vehicles) have current and active insurance policies which comply with all mandated legal standards and the standards set forth in the Affiliate Policies, including but not limited to general liability insurance, automobile insurance, workers’ compensation insurance, and employers’ liability insurance as required by local, state, or national authorities. All such insurance shall be primary and non-contributory and include a waiver of subrogation.
  1. Affiliate hereby covenants that until this Agreement is terminated, it will cause Aristocat to be named an additional insured party on all required insurance policies as set forth in the Affiliate Policies and that it will undertake to have its insurance company provide Aristocat with written notice prior to cancellation or termination of any such policies.
3. Affiliate hereby covenants that Affiliate, its agents, employees, independent contractors, and any assets used in Driving Services (including vehicles) shall remain in full compliance with all insurance, licensing, and regulatory requirements listed in this third Paragraph of the Agreement up to and until this Agreement is terminated by either party.
Driver Screening.
1. Affiliate hereby represents and warrants that all employees and independent contractors used in the provision of Driving Services have passed background checks and drug tests as per the standards described in Affiliate Policies. Affiliate will also provide a copy of tests and checks with employees written consent if requested.
2. Affiliate hereby covenants that Affiliate shall remain in full compliance with the requirements listed in this fourth Paragraph of the Agreement up to and until this Agreement is terminated by either party.
3. Affiliate hereby agrees to immediately suspend from Driving Services any employee or independent contractor who is charged with a crime or who fails a drug test. Any such employee or independent contractor shall not be reinstated to perform Driving Services without a written waiver provided by Aristocat.
Subcontracting of Reservations. Affiliate shall not subcontract any Reservation without Aristocat’s prior written consent, which Aristocat may grant or withhold in its sole and absolute discretion. Notwithstanding the foregoing, Affiliate may use independent contractors as drivers during the provision of Driving Services (an “Independent Contractor”), provided that:
1. Affiliate has a direct operating agreement with the Independent Contractor acting as the driver,
2. Independent Contractor is fully covered by Affiliate’s insurance policies as required by local law and as described in Affiliate Policies,
3. Independent Contractor agrees to and does not violate any obligations described in this Agreement,
4. Affiliate takes full and sole responsibility for the actions of Independent Contractor, and
5. No third party exists as a middleman, financial or otherwise, between Affiliate and Independent Contractor.
Pricing and Cancellations.
1. Aristocat shall book each Reservation with Clients at a price determined by Aristocat, in its sole and absolute discretion. Affiliate shall be compensated for each completed Reservation (assuming compliance with the terms of the Agreement, and subject to the terms described in Paragraph 8) in the amount stated in the original Reservation sent to Affiliate (the “Base Price”). The Base Price may be lower than the rate the Affiliate normally charges its clients for the stated route, and may be lower than the price charged by Aristocat to the Client for whom the Driving Service is provided.
2. Affiliate shall not be entitled to payment for any amounts in excess of the Base Price except for ancillary charges described in Affiliate Policies, provided that any such charges:
  1. are properly submitted to Aristocat as described in Affiliate Policies,
  2. consistent with the grace periods, toll policies, and other customer provisions described in Affiliate Policies, and
  3. are substantiated to Aristocat’s reasonable satisfaction. Aristocat, in its sole and absolute discretion, may withhold payment of Ancillary Charges if the Ancillary Charges are not charged to and paid by the Client.
3. Affiliate’s acceptance of a Reservation as described in Affiliate Policies shall constitute Affiliate’s acceptance of the Base Price (and the terms described in Paragraph 8) and terms of the Ancillary Charges, and also shall constitute Affiliate’s agreement to perform the Reservation in accordance with this Agreement.
4. Aristocat reserves the right to cancel any Reservation, up until two hours prior to the time the customer is picked up by Affiliate, for any reason, including but not limited to customer cancellations, customer complaints, inability to contact the Affiliate, or late arrival at the pick-up location. If a job is canceled by Aristocat, Aristocat reserves the right to withhold all or part of the Base Price from the Affiliate, at Aristocat’s sole and absolute discretion. This policy may differ from the customer cancellation policy stated from time to time on Aristocat’s website.
Billing and Accounting. Affiliate shall confirm all final charges for each trip as described in Affiliate Policies, which shall then be subject to review and approval or revision by Aristocat. All compensation to Affiliate is paid by Aristocat; therefore, Affiliate shall not collect any payment, including but not limited to gratuity, from Clients.
Relief of Obligation to Pay.
1. Affiliate agrees that any violation of this Agreement by Affiliate or its agents, employees, or independent contractors represents a material breach by Affiliate and would relieve Aristocat, in its sole and absolute discretion, of its obligation, in whole or in part, to compensate, reimburse or make any payments to Affiliate in connection with any such violation. Affiliate also agrees that the mere suspicion or perception of a violation of this Agreement might jeopardize and damage Aristocat’s reputation and business and therefore Aristocat reserves the right to treat, in its sole and absolute discretion, any suspected or perceived violation by Affiliate as sufficient grounds to relieve Aristocat of its obligation to compensate, reimburse or make any payments to Affiliate, regardless of any prior agreement regarding the Base Price and Ancillary Charges.
2. Aristocat reserves the right, in its sole and absolute discretion, to withhold payment to Affiliate related to any Reservation where the Client is not charged for Driving Services, regardless of any prior agreement regarding the Base Price and Ancillary Charges.
3. Aristocat reserves the right, in its sole and absolute discretion, to charge Affiliate for any transportation costs reimbursed to the Client as a result of Affiliate’s failure to perform Driving Services related to an accepted Reservation, including but not limited to alternate transportation costs and costs related to missed flights and other costs deemed reasonable by Aristocat. Any such charge may be deducted from any payments due to Affiliate, from Aristocat.
4. Aristocat reserves the right, in its sole and absolute discretion, to withhold payment to Affiliate related to any Reservation where the Client is an employee or agent of Aristocat and such a Client witnesses a violation of Affiliate’s obligations under this Agreement or as described in Affiliate Policies.
5. Affiliate agrees that the covenant set forth in this Paragraph 8 of the Agreement is reasonable and necessary for the protection of Aristocat’s interests and is not unduly restrictive of Affiliate.
Expenses. Affiliate acknowledges and agrees that Affiliate and/or Affiliate’s agents, employees, and independent contractors, are solely responsible for all expenses incurred in connection with:
1. the ownership, rental, maintenance and operation of the automobile used to perform Reservations referred by Aristocat;
2. maintaining proper insurance as required by this Agreement, including but not limited to any regulatory or legal requirements;
3. maintaining valid licensing as required by this Agreement, including but not limited to any regulatory or legal requirements;
4. maintaining compliance with Aristocat’s Driver Screening requirements, as described in the fourth Paragraph of this Agreement, and (e) any and all permits, fees, licenses, taxes, and other expenses of any kind or nature related to the performance of the Driving Services described in Reservations sent by Aristocat.
Conditions Precedent. Affiliate agrees that as a condition precedent to entering into this Agreement, Affiliate shall:
1. Provide Aristocat with certificates of insurance evidencing liability insurance as described in Affiliate Policies, which certificates shall name Aristocat as an additional insured.
2. Provide Aristocat with a completed Form W-9 (Request for Taxpayer Identification Number and Certification).
Audit Right. Aristocat shall have the right to conduct an on-site audit of Affiliate’s operations at any time, provided that reasonable advance notice is given to Affiliate.
Non-Solicitation. Affiliate recognizes that Aristocat has a legitimate business interest in protecting its relationships with its clients and customers. Affiliate acknowledges that in the course of the business relationship with Aristocat, Affiliate will be introduced to and given access to valuable business relationships Aristocat has developed with customers and clients through substantial expense, effort and time. Therefore:
1. Affiliate agrees and covenants that Affiliate will not, directly or indirectly, on behalf of Affiliate or on behalf of or in conjunction with a third party, solicit any person or entity for whom Affiliate (or any of Affiliate’s agents or employees) came into contact with as a result of Affiliate’s relationship with Aristocat.
2. Affiliate agrees that the non-solicitation covenant set forth in this Agreement is reasonable and necessary for the protection of Aristocat’s interests and is not unduly restrictive of Affiliate. Affiliate further agrees that Aristocat’s remedy at law for breach of the non-solicitation covenant set forth in this Agreement will be inadequate, and that Aristocat shall be entitled to an injunction which may, among other things, restrain Affiliate from rendering any service that would breach this Agreement. The election of any one or more remedies by Aristocat shall not constitute a waiver of the right to pursue other available remedies.
3. Affiliate agrees that the non-solicitation covenant set forth in this Paragraph 12 shall be construed as an agreement independent of any other provision in any other agreement by, between, among, or affecting Aristocat and Affiliate, and the existence of any claim or cause of action of Affiliate against Aristocat, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of this Agreement, including the non-solicitation provisions herein.
4. Affiliate and Aristocat agree that the prevailing party in any proceedings arising out of or relating to this non-solicitation covenant shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses from the other party, including on any appeal.
5. Affiliate agrees that this provision shall survive the termination of Affiliate’s participation in the Program.
Confidentiality.
1. Affiliate shall protect and keep secret all nonpublic information relating to Aristocat, the Program, and/or the Reservations (the “Confidential Information”), including without limitation, information about Reservation clients and prices, Aristocat operations, financing and business matters, Aristocat sales and marketing strategies and programs, Aristocat technical and non-technical data, and any other material or information identified by Aristocat as being confidential or proprietary in nature.
2. Upon termination of Affiliate’s participation in the Program, Affiliate shall promptly return to Aristocat all Confidential Information in Affiliate’s possession.
3. Affiliate agrees that this provision shall survive the termination Affiliate’s participation in the Program.
Trademarks.
1. Affiliate shall have no right to use any trademarks or logos of Aristocat, except as expressly provided herein or as otherwise authorized in writing by Aristocat. Any use of any Aristocat trademark, authorized or unauthorized, is by permission of Aristocat and is revocable at any time for any reason. Notwithstanding the foregoing, Affiliate is hereby authorized to use signs and other paraphernalia as provided by Aristocat which contain Aristocat trademarks, and may represent Aristocat’s brand while performing Driving Services on Reservations for Clients of Aristocat.
2. Affiliate agrees not to take any action that might interfere with Aristocat’s use of any trademark or logo of Aristocat.
3. This provision shall survive termination of Affiliate’s participation in the Program.
Indemnification and Hold Harmless. Affiliate understands and agrees that Affiliate will be liable for payment of all traffic, motor vehicle and/or regulatory or legal summonses or violations that Affiliate or Affiliate’s agent or employee may receive in connection with the operation of his/her vehicle(s) and that Affiliate must indemnify Aristocat for any such summonses that Aristocat may receive due to any violation which is the result of any act or omission by Affiliate or Affiliate’s agent or employee. In the event that Aristocat pays for any summonses that Aristocat may receive due to a violation by Affiliate or Affiliate’s agent or employee, Affiliate must fully reimburse and indemnify Aristocat. Any reimbursement or other expense may be deducted from any payments due to Affiliate, from Aristocat. Affiliate further agrees to protect, defend, indemnify and hold Aristocat, and its affiliates, successors, assigns, heirs, and each of its shareholders, directors, officers, employees, insurers, agents, and representatives (including, without limitation, attorneys and financial representatives) (collectively, the “Indemnified Parties”), harmless from and against any and all claims, demands, actions, suits, proceedings, demands, liabilities, losses, assessments, judgments, arbitration awards, damages, costs or expenses of any kind or nature whatsoever, including any Indemnified Party’s attorneys’ fees and costs, at all levels (including, without limitation of the foregoing, those relating to actual or alleged death or injury to individuals and damage to property), actually or allegedly, directly or indirectly, arising or resulting from or connected with:
1. Affiliate’s performance or failure to honor any promises made herein, or Affiliate’s performance or failure to perform the Driving Service under this Agreement, including but not limited to any liability arising out of accidents in which the Affiliate or Affiliate’s agent, employee, or independent contractor is involved while performing the Driving Service.
2. The omission or commission of any act, lawful or unlawful, by Affiliate or any employee, agent, or independent contractor of Affiliate, whether or not such act is within the scope of the agency relationship with such employee, agent, or independent contractor;
3. Any misrepresentation, breach of warranty or non-fulfillment or nonperformance of any agreement, covenant, term or condition by Affiliate, under this Agreement. Affiliate also agrees to pay any Indemnified Party the amount which would then be required to put such Indemnified Party in the position that it or he or she would have been in had such representation or warranty been true, correct and complete, or had such agreement, term or condition been performed, complied with or fulfilled;
4. The failure or alleged failure of Affiliate or Affiliate’s agent or employee to comply with applicable laws, statutes, ordinances, governmental administrative orders, rules or regulations; and
5. Affiliate’s failure to compensate Affiliate’s agent, employee, or independent contractor for the agent, employee, or independent contractor’s performance of Driving Service pursuant to this Agreement.
Affiliate further acknowledges and agrees that Aristocat shall have no liability for and shall not provide workers’ compensation coverage for Affiliate or any of Affiliate’s employees, agents, or independent contractors for any injuries sustained while performing any Driving Service pursuant to this Agreement. Affiliate acknowledges and agrees that Aristocat may choose its attorneys to represent the Indemnified Parties in defense of any claim, demand or action for which Affiliate has agreed to indemnify the Indemnified Parties hereunder. The Parties agree that this indemnification and hold harmless provision shall survive the termination of this Agreement.
Termination. Either Affiliate or Aristocat may terminate Affiliate’s participation in the Program by written notice to the other as per Paragraph 17 of this Agreement.
Notice. Any notice required hereunder or which either party may wish to give to the other shall be deliverable via electronic mail or certified mail. Any notice provided via electronic mail must be acknowledged with an electronic mail reply by the recipient, with an automatic “read receipt” not constituting proper acknowledgment.
Governing Law; Jurisdiction and Venue. This Agreement shall be interpreted, construed and enforced in accordance with, and shall be governed by, the laws of the State of Michigan applicable to contracts negotiated and fully performed in the State of Michigan, regardless of the place of execution or of the places of performance. Any claim or action for breach of this Agreement shall be brought in the state or federal courts in the State of Michigan, located in the County of Macomb.
Waiver of Jury Trial. Affiliate hereby knowingly and voluntarily and waives the right to a jury trial in any lawsuit that arises at any time out of this Agreement or the business relationship between Aristocat and Affiliate, whether based on a claim or counterclaim, regardless of the nature of the claim or counterclaim, including claims under tort, contract, statute, or common law.
Assignability.
1. By Affiliate. This Agreement may be assigned by Affiliate with the prior written consent of Aristocat, which may be withheld for any reason. Any approved assignee of Affiliate shall be required to comply with the terms of this Agreement, including, but not limited to conditions those listed in Paragraph 10 hereof.
2. By Aristocat. This Agreement shall inure to the benefit of Aristocat, Aristocat’s affiliates, and their respective successors, assigns, parents, subsidiaries, joint ventures and related entities, regardless of whether such entity is in existence at the time of this Agreement or formed thereafter. Affiliate hereby consents to enforcement of this Agreement by Aristocat, any affiliate, successor, assignee, parent, subsidiary, joint venturer or related entity.
Miscellaneous.
1. Independent Contractor. Affiliate is an independent contractor of Aristocat. Nothing in this Agreement is intended or may be construed as creating any relationship of employment, partnership, joint venture, agency or any relationship other than independent contractors.
2. Release of Prior Claims. Affiliate individually and on behalf of its successors, agents and assigns, does hereby fully waive, release and forever discharge Aristocat and each of its, successors, agents and assigns, from any and all debts, claims, rights, actions or damages, which Affiliate ever had against Aristocat, previous to the Effective Date.
3. Failure to Enforce. Failure of Aristocat to enforce or otherwise act with respect to any of its rights hereunder or with respect to Affiliate shall not be construed as a waiver, nor prevent Aristocat from thereafter enforcing strict compliance with any and all terms of this Agreement.
4. Integration. This Agreement contains the entire agreement between the Parties relating to the matters set forth herein and supersedes all prior agreements relating thereto. This Agreement may only be modified by a writing signed by both Affiliate and Aristocat.
5. Severability. The Parties hereto agree that if any provision in this Agreement is held to be invalid, illegal, or unenforceable, either legislatively or judicially, such provision will be modified so as to be enforceable, or shall be severed herefrom, and the remainder of this Agreement will continue to be valid and enforceable.
6. Survival. Affiliate’s post-termination obligations provided in Paragraphs 12, 13, 14, and 15 hereof shall survive termination of this Agreement and remain in full force and effect thereafter.

WHEREOF, the Parties have executed this Agreement, and Affiliate acknowledges that he or she has read and understands the contents of this Agreement, that he or she has received a copy of it and that he or she agrees to be bound by it.