JIVE - Terms and Conditions
Version [1.0] – [DATE] 2020
The JIVE Services are operated and managed by ARTIM NV, a limited liability company (naamloze vennootschap) having its registered office at B-2930 Brasschaat, Ter Borcht 3 and registered with the Crossroads Bank for Enterprises under company number 0404.683.505 (RLE Antwerp – Section Antwerp) (hereinafter “JIVE”, “we”, “our” or “us”).
JIVE has developed a rideshare platform, accessible in the form of a Mobile App (as defined below), designed to bring Drivers (as defined below) driving to a given destination into contact with Jivers (as defined below) travelling in the same direction to a certain event (JIVE EVENT), and vice versa, enabling them to share the cost of such Ride (as defined below) and reduce CO2 emissions together.
These general terms and conditions (the “Terms and Conditions”) describe the terms and conditions under which customer(s) (“User(s)”, “you” or “your”) can access and use the JIVE Services and will also apply to all pricings provided and entered into by JIVE and User. The access to and use of the Services is subject to acceptance without modification of all terms and conditions as contained in these Terms and Conditions.
JIVE and the User may individually be referred to as a “Party” and jointly as the “Parties” in these Terms and Conditions.
The following definitions (and additional definitions provided throughout these Terms and Conditions) will apply. The use of the singular form of a defined term also includes the plural form and vice versa, except where expressly noted:
Affiliate: an affiliate (verbonden vennootschap) as defined in article 1:20 of the Belgian Companies and Associations Code;
Article: an article of these Terms and Conditions;
Account: a User profile or account that must be created in order to access and use the Services offered through the Mobile App;
Agreement: these Terms and Conditions;
Business Day: a day on which commercial banks are open for business to the general public in Belgium;
Driver: any User who has an active Account, who has registered a Ride through a Drive-Post, and within the framework of that Ride transports Jiver(s) in his Vehicle;
Drive-Post: the registration of a Ride (“I want to Drive”) on the Mobile App by the Driver containing the following data: location, number of seats, timeslot and end location;
Documentation: any documentation associated with the Services, to facilitate the use thereof, provided to User by JIVE in paper or electronic form;
Fees: any and all amounts due by the Jiver to JIVE in consideration for the use of the Services through the Mobile App as specified in the pricing;
Force Majeure: has the meaning given thereto in Article 16.4 of these Terms and Conditions;
Jiver: any User who has an active Account, who has requested a Ride through a Jive-Post and, as part of that Ride, is a passenger of the Driver in the Driver's Vehicle within the limits of the maximum number of seats permitted by the manufacturer;
Jive-Post: the request for a Ride (“I want to Jive”) on the Mobile App by the Jiver after having chosen a Driver from the smart list or map, number of seats based on the availability and upon fulfillment of the in advance payment through Adyen payment platform to JIVE;
Jive Services or Services: all the services provided by JIVE to User, including but not limited to, through (i) the Mobile App and/or (ii) the Website;
Mobile App: a mobile application that is proprietary to and managed by JIVE. Key functionalities of the Mobile App include the possibility to use the Mobile App as a rideshare platform designed to bring Drivers driving to a given destination into contact with Jivers travelling in the same direction to a certain event (JIVE EVENT);
Place of Arrival: the place where the Driver drops off the Jiver(s) to be determined by mutual agreement through the Mobile App;
Place of Departure: the place where the Driver starts the Ride and which is determined by mutual agreement through the Mobile App;
Place of Pick-Up: the meeting point of the Jiver and the Driver determined by mutual agreement through the Mobile App;
Ride: movements in which a Driver and a Jiver share a Vehicle between the Place of Departure and the Place of Arrival, including the Place of Pick-up;
Seat: the place booked by a Jiver in the Driver’s Vehicle;
User: any natural person who has created an Account through the Mobile App; Users can be either Drivers or Jivers;
Vehicle: a four (4) wheel motor vehicle on land (both a company car and private car) used for the Ride, with a maximum authorized mass of less than or equal to 3.5 ton, excluding vehicles that do not require a driver’s license to drive; and
Website: the following website: www.jive.app;
1. APPLICABILITY – ACCEPTANCE OF THESE TERMS AND CONDITIONS
1.2 We reserve the right at any time, and from time to time, with or without cause to:
- change, amend or supplement these Terms and Conditions;
- change or update the Services, including, but not limited to, adding, eliminating or discontinuing, temporarily or permanently any tool, service or other feature of the Services without any prior notification and without any liability against the User or any third parties; and
- deny or terminate, in part, temporarily or permanently, your use of and/or access to the Services as set forth herein;
Any such amendments or changes made will be effective immediately upon JIVE making such amendments or changes available in any of the Services or otherwise providing notice thereof.
You agree that your continued use of any of the Services after such changes or amendments constitutes your acceptance of such changes.
2. ACCOUNT REGISTRATION
2.1 Conditions for registration of an account
By accessing or using the Mobile App or by registering on it, Drivers declare and guarantee that they are at least 18 years of age (i.e., the minimum driving age).
2.2 Register or Login
The Mobile App allows Users to publish and view Jive-Posts and Drive-Posts and interact with others with the intention of booking a Seat. You can only publish a Jive-Post or Drive-Post until you have registered for an Account or have logged in with your credentials as a User.You can create an Account in the following ways:
- complete all mandatory fields of the registration form (full name, email, home address and work address, referral code, phone number and (optional) car details);
Once you have created your Account, you agree to provide accurate and true information and to update it through your Account or by contacting JIVE to ensure the relevance and accuracy of that information throughout your contractual relationships with JIVE.
You agree not to create or use any Accounts other than the Account you originally created under your own identity or the identity of a third party.
3. USE OF SERVICES
After registration of an Account or login with credentials through the Mobile App, the User is directed to the Discover page. From here, the User picks a pre-defined event where he/she wants to go or creates a new event.
The User chooses whether he/she wants to go as a Driver (“I want to Drive”) or a Jiver (“I want to Jive”) to the event
3.1 I Want to Drive
If the User opts for “I want to Drive”, he/she has to register the Ride by publishing a Drive-Post. The Drive-Post requires the Driver to define the Place of Departure (a. own house, b. point along the way or c. pick up the Jiver for an additional fee), the number of Seats, the timeslot, Vehicle details and the Place of Arrival.As a Driver, you acknowledge that you are solely responsible for the content of the Drive-Post that you publish on the Mobile App. Therefore, you represent and warrant that all information contained in your Drive-Post is accurate.
3.2 I Want to Jive
If the User opts for “I want to Jive”, he/she has to request a Ride by publishing a Jive-Post. The Jive-Post requires the Jiver to choose a Driver from the smart list or map, a number of Seats and the Place of Pick-Up. Before the Jive-Post is published, the Jiver has to fulfill the payment of the Ride in advance through Adyen payment platform to JIVE. JIVE will pay the Driver afterwards on a monthly basis.
3.3 Confirmation of the ride
Upon receipt of the payment through the Adyen payment platform to JIVE and validation of the Ride request by the Driver, the Jiver will receive a confirmation.
At the time of the confirmation of the Ride, JIVE will provide an interactive chatbox. The Driver and Jiver will receive a reminder four (4) hours in advance and are asked to confirm the upcoming Ride.
3.4 Evaluation system: post Drive or Jive
JIVE encourages you to place a rating on the Driver (if you are a Jiver) or the Jiver (if you are a Driver) with whom you have shared a Ride. Users only see their own review after reviewing the other User.
4. MOBILE APP AND GRANT OF LICENSE
4.1 Provision of the mobile app
a) JIVE will provide User for the term of this agreement, with (i) a royalty-free, renewable, personal, restricted, non-exclusive, non-transferable, non-assignable license without the right to sub-license, to access and use the Mobile App, subject to the specifications set forth in this Article 4.
b) For the avoidance of doubt, the User can access and register on the Mobile App as well as search, view and register Rides through a Drive-Post on the Mobile App free of charge. The request for a Ride through a Jive-Post is subject to a Fee in accordance with Article 6 and 7.
c) The Mobile App will be made available to User through the Apple App Store and the Google Play Store. The Mobile App can be accessed with an Account.
d) For the avoidance of doubt, User accepts to hold JIVE harmless against any and all damages resulting from a breach of this Article 4.
5. MAINTENTANCE AND SUPPORT
5.1 JIVE will be responsible for:
a) maintenance of the Mobile App and where appropriate deliver updates;
b) providing support via the following support channels:
-For any question or technical support you can contact JIVE’s customer service directly by email email@example.com or by phone +32 494 604861 within business hours, i.e., 9:00 AM until 5:00 PM. JIVE will make all reasonable efforts to respond as quickly as possible to any questions;
c) hosting the data entered into the Mobile App by you.
5.2 JIVE will use commercially reasonable efforts to perform maintenance activities and updates of the Mobile App on a regular basis. JIVE may therefore limit at any time the access or use of the Mobile App to the extent necessary for maintenance or to perform modifications or enhancements to the Mobile App. JIVE will inform User at least twenty-four (24) hours in advance, unless this is impossible. In any event, JIVE will try to keep the impact on User as limited as reasonably possible. The foregoing statement provides no grounds for any liability of or claim against JIVE.
6.1 The Jiver understands that use of the Services through the Mobile App may result in Fees for the services it receives from the Driver. The amount of the Fees will be defined in the contract provided by JIVE and will be inclusive of VAT and other taxes where required by law: a fixed cost of three (3) EUR for the first thirty (30) kilometers, one (1) EUR for each additional ten (10) kilometers, and fifty (50) % of this Fee for each additional Jiver. When the Jiver chooses to be picked-up at a specific address, other than the pick-up point, and this is accepted by the Driver, there is a supplement of three (3) EUR. Also, when the Jiver chooses to be dropped-off at a specific address, other than the pick-up point, and this is accepted by the Driver, there is a supplement of three (3) EUR. A retour for the same route implies the calculated price to be doubled. This Fee is due in advance by the Jiver. For the purposes of compensation of CO2 emissions, ten (10) % of the Fee will be donated to tree planting programs. After the Jiver has received services obtained through its use of the Service through the Mobile App, JIVE will facilitate the Jiver’s payment of the applicable Fees on behalf of the Driver as such Driver’s limited payment collection agent. Payment of the Fees in such manner shall be considered the same as payment made directly by the Jiver to the Driver. To compensate the Driver for the delivered services to the Jiver through its use of the Service, the Driver receives an amount of this Fee (i.e., the Fee minus ten (10) %) directly from JIVE on a monthly basis, calculated and based on the amount of confirmed Rides.
6.2 JIVE reserves the right to revise its Fees and rates on an annual basis and will inform User thirty (30) days prior to such price change, which will be applicable to the Fees payable after the effective date of such price change. The User will have the option to terminate the Agreement within thirty (30) days of such notification. In the absence of any response within the aforementioned period, the User will be deemed to have accepted the revision of the charges by JIVE.
7. FINANCIAL TERMS
The Jiver has one payment method to use the Services through the Mobile App and publish a Jive-Post: payment through the integrated payment feature Adyen on the Mobile App.
The Driver will receive monthly payment by JIVE through [INSERT SPECIFICS].
All invoices will be sent electronically by email.
8. CANCELLATION POLICY
8.1 Conditions of reimbursement in the event of cancellation
For the cancellation of a Seat of a confirmed Ride by the Driver of the Jiver, the following provisions apply:
In case of cancellation attributable to the Driver:
- Up to 24 hours before the ride: drivers can cancel the ride without any cost.
- Between 24 hours and 4 hours before the ride: the driver will receive a negative review. Note: the calculation of these hours is based on working hours between 8am and 8pm.
- Within 4 hours before the ride: driver is charged a fee of 10 euros. If there are sufficient coins, these will be used to pay this fee.
In case of cancellation attributable to the jiver:
- Up to 24 hours before the ride: jivers can cancel every ride without any costs or consequences up to 24 hours before the time of the ride. The jiver will be reimbursed the paid amount in coins. These can be used in the reward store or for a different ride.
- Within 24 hours before the ride: jivers are not reimbursed for cancellations within 24 hours before the ride to discourage last-minute cancellations and avoid problems.
8.2 Right of revocation
In accordance with Article VI.53, 13° of the Belgian Code of Economic Law, you have no right of revocation from the time of the confirmation of the Ride, if the Agreement between you and JIVE, which consists of bringing you in contact with another User on a rideshare platform, has been fully performed.
9. CONFIDENTIALITY AND PERSONAL DATA
You will be solely responsible for maintaining the confidentiality and security of your Account login information such as your password and will be fully responsible for all activities that occur under your Account. You agree to immediately notify JIVE of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security.
9.2 Personal Data
For the purpose of these Terms and Conditions, “Data Controller” and “Personal Data”, will have the meaning given thereto in the General Data Protection Regulation.
10. INTELLECUAL PROPERTY RIGHTS
As between the User and JIVE, the Services and data generated by using and/or regarding the use of the Services and all Intellectual Property Rights pertaining thereto, are the exclusive property of JIVE and/or its licensors.
For the purpose of this Agreement, “Intellectual Property Rights” or “IPR” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights and moral rights, (b) trademark or service mark rights, (c) trade secret rights, know-how, (d) patents, patent rights, and industrial property rights, (e) layout design rights, design rights (f) semi-conductor topography rights (g) rights on trade-, brand- , business- and domain names, (h) database rights, and any other industrial or intellectual proprietary rights or similar right (whether registered or unregistered), and (i) all registrations, applications for registration, renewals, extensions, divisions, improvements or reissues relating to any of these rights and the right to apply for, maintain and enforce any of the preceding items, in each case in any jurisdiction throughout the world.
All rights, including Intellectual Property Rights, titles and interests in and to the Services or any part thereof not expressly granted to the User by these Terms and Conditions are reserved by JIVE and its licensors. Except as expressly set forth herein, no express or implied license or right of any kind is granted to the User regarding the Services, including any right to obtain possession of any software code, data or other technical material related to the Services.
11.1 To the extent permitted by applicable law, JIVE will not be liable for:
a) loss of use of any website, internet access, hardware or software, costs of recreating lost data, damages to hardware or to software of the User or third parties, the cost of any substitute performance, equipment software, or system;
b) damage caused by non-compliance with any advice and/or guidelines, if any, that may be given by JIVE;
c) any breakdown of the Services, the malfunctioning of the Services and/or features provided through the Services, or any other malfunctioning or technical issues related to the operation of the Services;
d) any damage whatsoever, whether tangible or intangible, to any person or property (e.g., a person’s car) such as, in particular: accidents, theft or damage, even partial, which may occur occasionally or because of the use of the Services; and
e) claims by any party other than the User or damages consisting of claims made by third parties against User arising out of any damage whatsoever, whether tangible or intangible, to any person or property (e.g., a person’s car) such as, in particular: accidents, theft or damage.
11.2 You agree that JIVE can only be held liable as per the terms of this Article 11 to the extent damages suffered by you are directly attributable to JIVE.
11.3 You acknowledge that JIVE is not a custodian and therefore, to the extent permitted by applicable law, does not assume any obligation of custody or control and is not liable for any actions by third parties.
11.4 Direct damages. Without prejudice to and without limiting the other provisions of this Article 11 and 13, JIVE’s aggregate liability arising out of or in connection with these Terms and Conditions, the Services, whether in contract, warranty, tort or otherwise, will not exceed 100% of the Fees (including taxes) paid to JIVE by the Jiver during the preceding six (6) month period with a maximum of EUR 500. Nothing in these Terms and Conditions will limit or exclude JIVE’s liability resulting from (i) its gross negligence; (ii) its willful misconduct; (iii) any fraud committed by JIVE or (iv) the indemnification obligation as set forth in Article 13. User acknowledges that JIVE is liable only to User directly, and not to any third party.
11.5 Indirect damages. In no event will JIVE be liable for any indirect damage and/or consequential damage, such as but not limited to loss of profits, loss of income, loss of anticipated savings, loss of opportunity, loss of customers, claims of customers or other third parties, damage as a result of loss and/or corruption of data, loss of goodwill and reputational damage.
12. WARRANTIES AND DISCLAIMERS
12.1 By user You represent and warrant to JIVE that (a) you will ensure that each Account to access the Mobile App belongs to one person only and is not shared with any other persons; (b) you will ensure the confidentiality of its Account (including login-data) and to report each breach of security in this respect immediately, and at the latest within twenty-four (24) hours to JIVE; (c) you will take all responsibility for every use and activity of the Account; (d) any data provided by you is accurate and truthful and will not (i) infringe any Intellectual Property Rights of third parties; (ii) misappropriate any trade secret; (iii) be deceptive, defamatory, obscene, pornographic or unlawful; (iv) contain any viruses, worms or other malicious computer programming codes intended to damage JIVE’s Mobile App or data; or (v) otherwise violate the rights of a third party; and (f) you will comply with these Terms and Conditions. User acknowledges and agrees that JIVE is not obligated to back up any User data. You agree that any access to and use of the Services contrary to or in violation of these Terms and Conditions will constitute unauthorized and improper use for which JIVE cannot be held liable.
12.2 By JIVE. User acknowledges that complex software is never wholly free from defects, errors and bugs, and subject to the other provisions of these Terms and Conditions and to the extent permitted by applicable law, JIVE gives no warranty or representation that the Services will be wholly free from defects, errors and bugs. JIVE makes no (and hereby disclaims all) warranty, covenant or representation or condition, to the maximum extent permitted by applicable law, either written, oral, express or implied, including without limitation any implied warranties of merchantability, suitability and fitness for a particular purpose or use with respect to the use, misuse or inability to use any of the Services. JIVE further makes no warranty, and will not be held liable, with respect to any hardware, software or product of any third party.
13.1 JIVE will defend and indemnify the User against any founded and well-substantiated claims brought by third parties to the extent such claim is based on an infringement of the IPR of such third party by the Services and excluding any claims resulting from (i) any unauthorized use of the Services by the User, (ii) the User’s or any third party’s modification of any of the Services, (iii) the User’s failure to use the most recent version of the Services made available to User or (iv) the User’s use of the Services in combination with any non-JIVE products or services.
13.2 Such indemnity obligation will be conditional upon the following: (i) JIVE is given prompt written notice of any such claim; (ii) JIVE is granted sole control of the defense and settlement of such a claim; (iii) upon JIVE’s request, the User fully cooperates with JIVE in the defense and settlement of such a claim, at JIVE’s expense; and (iv) the User makes no admission as to JIVE’s liability in respect of such a claim, nor does the User agree to any settlement in respect of such a claim without JIVE’s prior written consent. Provided these conditions are met, JIVE will indemnify the User for all damages and costs incurred by the User as a result of such a claim, as awarded by a competent court, or as agreed to by JIVE pursuant to a settlement agreement.
13.3 In the event any of the Services or any part thereof, in JIVE’s reasonable opinion, is likely to or become the subject of a third-party infringement claim (as per this Article 13), JIVE will have the right, at its sole option and expense, to: (i) modify the ((allegedly) infringing part of the)) Services so that it becomes non-infringing while preserving equivalent functionality; (ii) obtain for the User a license to continue using the Services in accordance with these Terms and Conditions; or (iii) terminate the further execution of the License and according services.
13.4 The foregoing states the entire liability and obligation of JIVE and the sole remedy of the User with respect to any infringement or alleged infringement of any IPR caused by the any of the Services or any part thereof.
13.5 The User hereby agrees to indemnify and hold harmless JIVE from each and every demand, claim, loss, liability, or damage of any kind whatsoever, including reasonable attorney’s fees, whether in tort or in contract, that it or any of them may incur by reason of, or arising out of, any claim which is made by any third party with respect to any breach or violation by the User of any provisions of these Terms and Conditions
14. TERM AND TERMINATION
14.1 Unless defined otherwise in the contract between you and JIVE, the Services will be provided for an indefinite term. Each Party has the right to terminate the agreement unilaterally and without justification, subject to granting the other party a notice period of at least three (3) months. The notice period will commence on the first day of the calendar month following the calendar month in which notice of termination was given.
14.2 These Terms and Conditions will enter into force and will take effect as from the first use of any of the Services by the User and will remain in effect for as long as the Services are used by User or until new terms and conditions supersede these Terms and Conditions. User may at any time waive the use of any of the Services but remains subject to these Terms and Conditions until the end of his contract.
14.4 Upon the termination of these Terms and Conditions for any reason whatsoever in accordance with the provisions of these Terms and Conditions, at the moment of effective termination: (i) you will no longer be authorized to access or use the Services; and (ii) JIVE will sanitize, anonymize or destroy the Personal Data related to your Account, within thirty (30) calendar days upon termination of these Terms and Conditions in a secure way that ensures that all Personal Data is deleted and unrecoverable. Personal Data that needs to be kept to comply with relevant legal and regulatory retention requirements may be kept by JIVE beyond expiry of the period of thirty (30) calendar days as long as required by such laws or regulations.
15.1 Users who have complaints regarding our Services through our Mobile App are requestedto send them to JIVE by post B-2930 Brasschaat, Ter Borcht 3 or email firstname.lastname@example.org.
15.2 Complaints can also be submitted via the ODR platform made available by the European Commission.
16.1 Assignment The User may not assign or transfer any rights and/or obligations as set forth in these Terms and Conditions to any third party. JIVE will be free to (i) transfer or assign (part of) its obligations or rights under these Terms and Conditions to one of its Affiliates and (ii) to subcontractor performance or the support of the performance of these Terms and Conditions to its Affiliates, individual contractors and to third party service providers.
16.2 Severability No Waiver. The provisions of these Terms and Conditions are severable and if any one or more such provisions will be determined to be invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of any of the remaining provisions or portions thereof will not in any way be affected thereby. Any failure to enforce any provision of these Terms and Conditions will not constitute a waiver thereof or of any other provision.
16.3 Termination The provisions of these Terms and Conditions that are expressly or implicitly intended to survive termination will survive any expiration or termination of these Terms and Conditions, including but not limited to Articles 9, 10, 11, 12, 13, 14.4 and 16.4.
16.4 Force Majeure JIVE will not be liable for delays or failure to perform its obligations under these Terms and Conditions, if such delay or failure is caused by Force Majeure. "Force Majeure" is any event beyond the reasonable control of JIVE that affects the execution of its obligations under these Terms and Conditions, including but not limited to, natural disasters, riots, war and military operations, national or local emergencies, actions or omissions of the government, economic disputes of whatever nature, actions of employees, fire, flooding, lightning, explosions, collapses, the reduced or non-functioning of networks, systems and equipment of third parties, failures or delay of the electricity network, internet, servers or any public telecommunications networks, attacks, infections, pandemics or unauthorized access to JIVE’s information technology systems by third parties or any other cause beyond the reasonable control of JIVE. The Parties explicitly agree that any non-payment by the User of the Fees, will not qualify as Force Majeure. The execution of the obligation that cannot be carried out due to Force Majeure, will be suspended for the duration of the Force Majeure and must be resumed as soon as the Force Majeure has disappeared.
16.5 Applicable law and jurisdiction. These Terms and Conditions are governed by and will be interpreted in accordance with Belgian law, without giving effect to any laws of conflict. Any dispute with respect to the validity and/or interpretation of these Terms and Conditions will be finally settled by the competent courts of Antwerp, section Antwerp.