Advertiser:
Vehicle Description:
License Plate Number:
Term:
Monthly Payment Amount:
Initial Payment Amount:
WRAPMATCH AGREEMENT
THIS WRAPMATCH AGREEMENT (the “Agreement”), is made and entered into
effective as of ____________ ___, 20__ (the “Effective Date”) by and among WrapMatch, LLC,
a Utah limited liability company (“WrapMatch”), and _________________, an individual
(“Driver”).
WHEREAS, WrapMatch is in the business of pairing drivers who are willing to wrap
their vehicles with advertisements for compensation and advertisers that desire to compensate
drivers for such advertising services.
WHEREAS, Driver is the owner of the vehicle described above (the “Vehicle”) and
Driver and the advertiser indicated above (the “Advertiser”) desire to have the Vehicle wrapped
pursuant to the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the obligations herein made and undertaken,
the parties, intending to be legally bound, covenant and agree as follows:
1.
Vehicle Wrap Agreement. In exchange for the Compensation described herein, Driver
agrees that upon the execution of this Agreement, Driver will deliver the Vehicle to WrapMatch
to be wrapped with those designs, logos, or other advertising material provided by the Advertiser
(the “Wrap”) and that Driver will maintain the Wrap for the duration of the Term. Driver
acknowledges and agrees that he or she has previously approved of the contents of the Wrap as
applied to the Vehicle.
2.
Term. This Agreement shall begin on the Effective Date and shall continue for number
of months indicated above (the “Term”). At the conclusion of the Term, this Agreement shall
not be automatically renewed, but a new agreement may be entered into upon the mutual
agreement of the parties. Upon the termination of this Agreement, Driver shall deliver the
Vehicle to WrapMatch to remove the Wrap from the Vehicle.
3.
Compensation. Subject to the terms and conditions contained herein, Driver shall be
entitled to compensation in the monthly payment amount set forth above for each month for the
duration of the Term (“Compensation”).
4.
Payment. Subject to the terms and conditions contained herein, WrapMatch shall pay to
Driver the Compensation for each month during the Term within thirty (30) days after
WrapMatch has received the Monthly Report from Driver for such month. Notwithstanding the
foregoing, WrapMatch shall pay to Driver the initial payment amount set forth above upon the
initial installation of the Wrap, which shall not be in addition to the Compensation but shall be an
advance payment of a portion of the Compensation for the first month of the Term.
5.
Termination.
5.1. Driver may terminate this Agreement for any reason at any time prior to the
conclusion of the Term by paying to WrapMatch an amount equal to $_____________ (the
“Termination Fee”) and forfeiting any amounts of unpaid Compensation earned by Driver.
5.2. Driver may terminate this Agreement without payment of the Termination Fee if
WrapMatch fails to timely pay amounts due to Driver hereunder.
5.3. WrapMatch may terminate this Agreement at any time prior to the conclusion of
the term (i) upon discovering a breach in the representations and warranties of Driver contained
in Section 6, (ii) upon Driver’s breach of a covenant contained in Section 7, or (iii) in the event
that the Vehicle is in an automobile accident or is otherwise visibly damaged. Upon a
termination of the Agreement by WrapMatch, Driver shall forfeit any amounts of unpaid
Compensation earned by Driver, except in the case of a termination for item (iii) above, in such
case, Driver shall only forfeit Compensation accruing after the date of the automobile accident or
the damage to the Vehicle.
5.4. WrapMatch may terminate this Agreement at anytime upon the failure of
Advertiser to pay any amounts due to WrapMatch under this or any other agreement that may
exist between them and may withholder future payments of Compensation from Driver until
WrapMatch receives payment in full from Advertiser.
6.
Representations and Warranties of Driver. Driver represents and warrants to WrapMatch
and to Advertiser that (i) all of the information provided by Driver to WrapMatch and to
Advertiser is true and accurate in all material respects, including the information pertaining to
Driver’s automobile insurance, (ii) Driver is the owner of the Vehicle, (iii) Driver is at least 18
years of age, and (iv) Driver has a driver’s license issued by the state of Driver’s residence, or a
driver’s license acceptable to the state of Driver’s residence, and that such license is unexpired.
7.
Covenants of Driver. Driver covenants and agrees that at all times during the Term,
Driver shall do the following:
7.1.
Abide by any and all rules and laws applicable to Driver’s driving of the Vehicle;
7.2. Maintain the Vehicle during the Term, including obtaining all inspections and
registrations required by the applicable government authorities, and ensuring that the Vehicle’s
appearance is reasonably neat and clean at all times during the Term;
7.3. Provide insurance on the Vehicle and Driver at all times during the Term, such
insurance shall have a minimum coverage of __________________________;
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7.4. Report to WrapMatch all automobile accidents, driving infractions, or any other
roadway incident involving either Driver or the Vehicle;
7.5. Provide monthly reports, beginning thirty (30) days following the Effective Date
and at the conclusion of each thirty (30) day period thereafter, with a photograph showing the
current reading on the Vehicle’s odometer and a photograph showing the current condition of the
Vehicle and the Wrap (each, a “Monthly Report”);
7.6.
Be courteous and polite to other drivers;
7.7. Refrain from driving under the influence of alcohol, drugs, or any other substance
that may impair your ability to drive safely; and
7.8.
Refrain from any other reckless or grossly negligent driving behavior.
8.
Indemnification. Driver agrees to indemnify and hold harmless Advertiser and
WrapMatch and their affiliates, and their respective directors, officers, shareholders, members,
managers, employees, agents, representatives (including legal representatives) and controlling
persons of Advertiser or WrapMatch (collectively, the “Indemnified Parties”), to the fullest
extent lawful, against any and all losses, damages, liabilities, costs, and expenses, joint or
several, to which the Indemnified Parties may become subject arising out of or related to any
claim, demand, or cause of action (whether civil, criminal, or regulatory in nature) made or
threatened by any third party against any of the Indemnified Parties or Driver as a result of (i)
any breach of this Agreement by Driver, or (ii) any act of negligence or willful misconduct by
Driver, and to fund the reasonable legal expenses of the Indemnified Parties for counsel of
WrapMatch’s choosing, in advance, upon demand by WrapMatch, and to reimburse the
Indemnified Parties for any other expenses reasonably incurred by them in respect thereof at the
time such expenses are incurred.
9.
Privacy Policy; Consent to Use of Information. Driver acknowledges and agrees that he
or she has read and understands WrapMatch’s privacy policy. Furthermore, Driver agrees that
WrapMatch may contact him or her by telephone (including at my wireless telephone number),
email, text or SMS message, or pre-recorded message at the number or email address Driver
provided to WrapMatch through any means, including, using an automatic telephone dialing
system or artificial pre-recorded voice. Driver understands and agrees that this consent applies
even if (i) his or her number is listed on a state or federal do-not-call list, (ii) his or her email is
listed on any do-not-email list, or (iii) he or she previously unsubscribed from WrapMatch’s
email list. Driver further agrees that WrapMatch may share his or her information with third
parties in accordance with this policy, specifically including, without limitation, Advertiser.
10.
Miscellaneous.
10.1. Relationship of the Parties. Driver understands and agrees that he or she is not
an employee or agent of WrapMatch or Advertiser and that this Agreement shall in no way be
construed to create or imply any form of partnership, agency, or any relationship other than that
Driver is acting and performing as an independent contractor.
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10.2. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the heirs, executors, administrators, successors, and assigns of the parties; but no
assignment shall be binding on either of the parties without the written consent of the other.
10.3. Complete Agreement and Modification. This Agreement contains the entire
understanding and agreement between the parties with respect to the subject matter hereof; and
there is no covenant, warranty, representation, condition, promise, or understanding of any
nature whatsoever, expressed or implied, other than as expressly set forth in this Agreement. No
modification or waiver of this Agreement or any provision thereof shall be valid unless in
writing and signed by all parties.
10.4. Governing Law; Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of Utah applicable to contracts executed and performed
wholly in such state. The parties agree that all actions or proceedings arising in connection with
this Agreement shall be tried and litigated only in the state and federal courts located in the State
of Utah.
10.5. Notices. All notices, consents, requests, instructions, approvals, reports or other
communications provided for herein shall be in writing and delivered by personal delivery,
overnight courier, mail, electronic facsimile or e-mail addressed to the receiving party at the
address set forth herein. All such communications shall be effective when received.
To WrapMatch:
WrapMatch, LLC
Attention:
To Driver:
Any party may change the address set forth above by notice to each other party given as
provided herein.
10.6. Severability. Any provision of this Agreement that is prohibited or unenforceable
in any jurisdiction shall be ineffective in such jurisdiction only to the extent of such prohibition
or unenforceability without affecting the remaining provisions of this Agreement.
10.7. Construction of Language. The language of this Agreement shall be construed
according to its fair meaning, and not strictly for or against either party. All words in this
Agreement refer to whatever number or gender the context requires. Headings are for reference
purposes only and do not control.
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10.8. Waiver. Failure to enforce any provision of this Agreement against a party for
any breach of any term, covenant or condition contained in this Agreement shall not be deemed
to be a waiver by the non-breaching party of such term, covenant or condition. The subsequent
acceptance by a party of performance by the other shall not be deemed to be a waiver of any
preceding breach of any term, covenant or condition of this Agreement, other than failure to
perform the particular duties so accepted, regardless of knowledge of such preceding breach at
the time of acceptance of the performance. The waiver of any obligation to be performed under
the terms, covenants or conditions contained in this Agreement may only occur if consented to in
writing by the non-breaching party.
10.9. Counterparts. This Agreement may be executed by facsimile and in several
counterparts, each of which shall be deemed an original but all of which together shall constitute
one and the same instrument.
10.10. No Third-Party Beneficiary. Nothing in this Agreement, express or implied, is
intended to confer upon any other person other than Advertiser any rights, remedies, obligations
or liabilities of any nature whatsoever.
[Remainder of page intentionally left blank; signatures follow]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives, on the date and year first above written.
WRAPMATCH:
WRAPMATCH, LLC
By:
__________________________________
Name: __________________________________
Title: __________________________________
DRIVER:
Name:
Driver’s License No:
[Signature Page to WrapMatch Agreement]