DRIVER’S TERMS OF USE

EFFECTIVE DATE: 11/1/2018

1.     INTRODUCTION

Thank you for joining the Lightout.com (“Lightout”) community! These Terms of Use (the “Terms”) cover your rights and obligations relating to your participation in the Program (as defined below). The Program is made available to you via Lightout's website, web application, mobile application, offline services, and/or other related services provided by Lightout (collectively, the “Service”). All references to “we”, “us”, “our”, or “Lightout” refer to Piccolo Labs Inc., a Delaware corporation. The Service allows (1) drivers who participate in select rideshare or on-demand delivery services (the “Rideshare Services”) to be compensated for using the Equipment (as defined below) to display advertising and other content (collectively, the “Advertising”) on the digital screens of the Equipment while the driver is actively participating in the Rideshare Services (please see Section 3 below for a more detailed description of the Program); and (2) advertisers to create and run advertising campaigns on the digital screens of the Equipment (collectively, the “Program”). All references to “you”, “your”, or “user” refers to the drivers who participate in the Program. In addition to these Terms, please review Lightout Privacy Policy, which describes our practices related to collection and use of your information to provide the Service. These Terms apply to our Privacy Policy as well. By using the Service, you represent and agree that you have read, understand, and agree to be bound by both these Terms and our Privacy Policy as binding agreements. Further, you agree that these Terms and our Privacy Policy apply to your past use, if any, of the Service prior to the Effective Date.

PLEASE CAREFULLY READ THESE TERMS, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND RESPONSIBILITIES, INCLUDING LIMITATION OF OUR LIABILITY AND BINDING ARBITRATION. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICE.

Do not hesitate to contact us at support@lightout.com if you have any questions or want to discuss either of these important documents.

2.     AGE POLICY; PERMITTED USERS

We do not intend that the Program or Service be used by anyone under 21 years old. If we learn or have reason to suspect that a user is under 21 years of age, we will promptly revoke the user’s access to the Service, delete any personally identifiable information submitted by that user, and prohibit such user’s participation in the Program, including but not limited to demanding the return of all Equipment in such user’s possession. Further, you represent and warrant that your use of the Service does not and will not conflict with any pre-existing obligation in conflict or in any way inconsistent with the provisions of these Terms.

3.     THE SERVICE AND PROGRAM

Overview of the Service and Program

The Service allows you to sign up for the Program. To sign up for the Program, you must access the Service and create for an account (“Account”). To create an Account, you will be prompted to provide certain information to us, including but not limited to your full name, your physical and/or mailing address, your e-mail address, your phone number, the city where you live, your car’s make, model, and year, and an estimate of the number of hours you drive as part of a Rideshare Service. You may also be asked to provide certain financial information, such as your banking information, so that Lightout may be able to pay you the Compensation (as defined below), and this will be collected through a third-party payment processor. The Rideshare Services whose drivers may participate in the Program are selected by Lightout in its sole discretion, and Lightout reserves the ride to amend the participating Rideshare Services (for a list of the participating Rideshare Services, please click here. You agree that, at all times during your participation in the Program, you will (1) obey all laws, including but not limited to traffic laws; (2) not disparage Lightout or any participating advertisers; and (3) conduct yourself in a professional manner and otherwise in a way that will not bring Lightout or any participating advertisers into disrepute. Lightout reserves the right to modify or discontinue the Service and/or the Program at any time, temporarily or permanently, without notice or liability to you. If you allow another individual to drive your vehicle while participating in the Program, you understand and agree that you are solely responsible for such individual’s actions, and hereby represent to us that you have provided these Terms and Privacy Policy to that individual and that the individual has agreed to be bound by these Terms and Privacy Policy.

Requirements to Participate in the Program as a Driver

You must meet the following requirements to participate in the Program as a driver:

1.     You must register for and maintain an Account.

2.     You must maintain your account with the applicable Rideshare Service in good standing at all times that you participate in the Program, and must immediately report any changes to your Rideshare Service account to Lightout, including but not limited to suspension of your Rideshare Service account.

3.     You must be at least 21 years of age.

4.     You must have a valid driver’s license and otherwise legally allowed to operate a vehicle in your jurisdiction.

5.     You must own or lease a 2010 model vehicle or newer with a factory-finish paint job and use only such vehicle in connection with the Program.

6.     At all times maintain your vehicle in a safe condition.

7.     You must have and maintain a clean driving record.

8.     You must obtain and maintain automobile liability insurance covering use of all owned, non-owned and hired automobiles for bodily injury and property damage to third parties at levels of coverage that satisfy the minimum requirements to operate a private passenger vehicle on the public roads within the cities and metropolitan areas in which you are enabled to participate in the Rideshare Service and the Program.

9.     You acknowledge and agree that Lightout may conduct background checks on you, including driving record and criminal background checks, from time to time at Lightout sole discretion.

10.  You must not have been previously suspended or removed from the Program.

Even if you meet all of these requirements, you understand and agree that Lightout may prohibit you from participating in the Program or accessing the Services for any reason or no reason at all. Further, you understand and agree that your continued participation in the Program is conditional on your compliance with these Terms and all applicable laws and regulations.

4.     THE EQUIPMENT AND ADVERTISING

As part of your participation in the Program, Lightout will provide you with certain hardware, including but not limited to digital screens that will be installed on the roof of your vehicle and that will display the Advertising (the “Equipment”). Lightout contractors will install the Equipment on your vehicle. You agree that you will not make any modifications to the Equipment that is not explicitly authorized by Lightout in writing. Further, you understand and agree that the Equipment contains tracking mechanisms that gives Lightout the ability to track your vehicle and determine the geographic location of the Equipment. You agree that Lightout may monitor and record the location of the Equipment at all times during your participation in the Program.

You understand that Lightout will own and retain title to any and all of the Equipment that is given to you pursuant to your participation in the Program. You agree that the Equipment is not and will not be subject to any lien, encumbrance, mortgage or deed of trust, or any other such interest originating from or through you, and you acknowledge that the Equipment is the personal property of Lightout.

You agree to use all reasonable efforts to protect the Equipment from damage, and agree to keep the Equipment in good condition and abide by all instructions provided to you by Lightout. You understand that, other than in an emergency situation, you cannot remove the Equipment from your vehicle. You agree not to use the Equipment for any other purpose other than as described in these Terms. You agree to keep the digital screens of the Equipment clean and to never obstruct any portion of the digital screens in a way that would prevent the Advertising from being seen on the Equipment. You understand that you are required to immediately report, and in any event no later than twenty-four (24) hours after the event or discovery of any damage (other than normal wear and tear) or theft of the Equipment to Lightout by sending an email to support@lightout.com. You understand that only you may operate your vehicle and while the Equipment display is turned on. You will not be responsible for damages to the Equipment unless the damage is a result of your intentional or reckless actions, or if the damage was caused as a result of your non-compliance with these Terms, as determined in Lightout's sole discretion.

You understand that Lightout may demand that you return all Equipment at any time and for any reason or no reason at all. Further, you understand that if your participation in the Program is terminated, you are obligated to return all Equipment to Lightout. You are required to return all Equipment to Lightout no later than twelve (12) days after being notified by Lightout of your obligation to return the Equipment. Products not returned within this 12-day period will be considered lost or stolen, and you may be charged up to $2,000 for the Equipment, and a police report may be filed against you, in addition to any remedies Lightout may have at law or in equity, including seeking damages, specific performance, or an injunction.

The Advertising will be displayed on the digital screens of the Equipment. The Advertising will activate on the Equipment when your vehicle is turned on (the Equipment will be connected to the vehicle’s ignition). You will have the ability to temporarily deactivate the Equipment via the Service’s mobile application. You understand that you will have no control over the content of the Advertising that will be displayed on the digital screens of the Equipment, and that such content is created third parties.

5.     COMPENSATION

Lightout will compensate you in exchange for your participation in the Program in compliance with these Terms (your “Compensation”). Your Compensation will depend on the number of hours you drive while participating in the Program, and you may track these hours on the Service’s mobile application. The terms surrounding your Compensation, including but not limited to the amount of Compensation you will receive, are subject to change from time to time at Lightout's sole discretion. To see the current Compensation terms, please see here. You are solely responsible for paying all taxes and any other governmental fees or charges resulting from your participation in the Program, except for any taxes related to the Equipment.

6.     YOUR INFORMATION

As mentioned above, to register for an Account on the Service, you will be required to provide certain information through the Service (please see our Privacy Policy for more information on our practices related to collection and use of your data). You agree that the information you provide to us to create your Account is accurate, and you agree that you will keep such information accurate and up-to-date at all times during your participation in the Program. If you become aware that an unauthorized third party is using your Account, including but not limited to driving your vehicle and using the Equipment, you must immediately notify us of such use (see Section 4 above). You agree that we will not be liable for any loss or harm that you incur if someone else uses your Account, your vehicle and the Equipment, either with or without your knowledge, and that you will be solely responsible for such use, whether or not you authorized the use. You are solely responsible for maintaining and protecting your username and password, as well as safeguarding your vehicle and the Equipment.

7.     INFORMATION WE MAKE AVAILABLE TO YOU

As part of the Service, we may provide you with various information in furtherance of the Service. Our intention in doing so is to be helpful and to make the Service more useful to you. However, you agree that all information and suggestions that we provide to you through the Service is strictly for informational purposes and shall not be construed or relied upon in any way, and specifically shall not be construed or relied upon as professional advice of any kind including, but not limited to, medical, legal, tax, or other professional advice. You agree that, to the fullest extent permitted by law, and as detailed below in the “Limitation of Liability” section of these Terms, we will not incur any liability at all whatsoever in the event that your reliance on any information provided by us results in harm or damage to you or your property.

8.     INFORMATION YOU PROVIDE TO US

You will provide us with information about yourself as part of your participation in the Program. By providing this information, you grant us the right to use the information for any purpose that is in furtherance of providing the Service and Program, as described in these Terms and our Privacy Policy. While we do not claim ownership over any such information that you provide, you agree that we have the right to use such information and content in furtherance of the Service. Further, by providing us with information through the Service, you represent and warrant that you own, or have the full legal authority to distribute, all information that you provide on the Service.

In addition, we should not be relied upon as a means to store your data or information and we assume no responsibility for such activities.

9. INAPPROPRIATE AND ILLEGAL CONTENT PROHIBITED

You agree not to post or make available any inappropriate content on the Service including, but not limited to, libelous, defamatory, obscene, pornographic, abusive, or threatening content; content that advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; content that is misleading or not true; or advertise or otherwise solicits funds for goods or services. If you post inappropriate content, we may remove such content from our servers, and we may suspend or revoke your access to the Service, and we reserve the right to investigate, and seek applicable remedies for, violations of applicable law to the fullest extent of the law.

10.  DIGITAL MILLENIUM COPYRIGHT ACT

We value your intellectual property rights. As such, we reserve the right to suspend and/or terminate any user’s account who is found to have infringed on the intellectual property rights of users, Lightout, or third parties, or who violated any laws related to intellectual property. In the event that you have a good faith belief that your intellectual property rights or the rights of someone else have been violated on our Service, and you want us to delete, edit, or disable the material in question, you must provide us with all of the following information (as required by the Digital Millennium Copyright Act of 1998): (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to our designated agent at:

Copyright Agent

Piccolo Labs Inc.

52 Rausch St Apt 202, San Francisco, CA, 94103

415-964-2030

support@lightout.com

11.  YOUR USE OF OTHERS’ INTELLECTUAL PROPERTY

Although you may provide information to Lightout as part of your use of the Service, you agree to be respectful of others’ intellectual property rights. You may not upload, transmit, or otherwise distribute any information in violation of intellectual property laws or proprietary rights of any third parties. If you do not respect a third party’s intellectual property or proprietary rights, you are solely responsible for any violations of law. In addition, you are solely responsible for infringement of third party rights caused by any information that is generated or submitted through your use of the Service. We take claims of intellectual property infringement seriously. As such, we reserve the right to suspend and/or revoke access to the Service for any user who is found to have infringed on the intellectual property rights of third parties, or us, or otherwise is found to have violated any intellectual property laws.

12.  THIRD PARTY SITES AND SERVICES

Our Service is integrated with services provided by third parties as part of the functionality of the Service. We have no control over third parties and make no guarantees about, and assume no responsibility for, the information or services provided by third parties.

Additionally, we may provide links to third-party websites and businesses and otherwise may provide information on the Service. You acknowledge and agree that we are not responsible for the accuracy, content, or functionality of services or information provided on or by such third-party websites or businesses or through such information on the Service, and we do not endorse, nor assume any liability related to your use of, such websites, businesses or information in any way.

13.  TERMINATION OF YOUR USE OF THE SERVICE

At any time, you may discontinue your use of the Service and your participation in the Program. Please visit our Privacy Policy to understand how we treat your information when you discontinue your use of the Service.

We reserve the right to take action to limit or prevent your access to our Service and/or your participation in the Program for any reason whatsoever or no reason at all, with or without notice. In the event your access to the Service and participation in the Program is terminated, any license to use Our IP pursuant to Section 13 will immediately terminate. You will also be required to return all Equipment as described in Section 4.

14.  PROPER USE OF THE SERVICE

You shall not violate or attempt to violate any security features of the Service, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Service, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Service, overloading, “flooding,” “spamming,” “mail bombing,” “crashing,” or undertaking similar activities; and (d) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service.

15.  OUR INTELLECTUAL PROPERTY

The software, including all files and images contained in the Service created by Lightout, all materials provided to you as part of your participation in the Program, the Equipment and any other hardware provided to you as part of your participation in the Program, and any and all accompanying data (collectively “Our IP”) are the property of Lightout or are used with permission from third parties. As part of these Terms, we grant you a nonexclusive, nontransferable, and revocable license to use Our IP solely for the purposes for which it is intended. And, specifically, you may not sell, redistribute, download, export, or reproduce Our IP in any way. You also may not decompile, reverse-engineer, disassemble, or otherwise convert Our IP without our permission. This Section does not apply to any component of Our IP that may be offered under an open source license.

16.  ASSUMPTION OF RISK

YOUR USE OF THE SERVICE AND PARTICIPATION IN THE PROGRAM IS ENTIRELY AT YOUR OWN RISK.

YOU AGREE THAT IF YOU CHOOSE TO PARTICIPATE IN THE PROGRAM AND USE THE SERVICE, YOU ARE DOING SO VOLUNTARILY AND UNDERSTAND THAT LIGHTOUT CANNOT AND DOES NOT GUARANTEE YOUR PERSONAL SAFETY. YOU ASSUME ALL SUCH RISKS WITHOUT LIMITATION.

17.  DISCLAIMER OF WARRANTIES; “AS IS”

WE ARE MAKING THE SERVICE AND PROGRAM AVAILABLE “AS IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE AND PROGRAM, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SERVICE OR PARTICIPATE IN THE PROGRAM. WE DO NOT WARRANT THAT OPERATION OF THE SERVICE AND PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE.

18.  LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE AND PARTICIPATION IN THE PROGRAM, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM OR RELATED TO ANY OF THE FOLLOWING: ANY CLAIM RELATED TO PERSONAL OR BODILY INJURY IN CONNECTION WITH THE USE OF THE SERVICE AND PARTICIPATION OF THE PROGRAM; ANY HARM OR DAMAGE CAUSED BY, OR OTHERWISE RELATED TO, YOUR RELIANCE ON INFORMATION PROVIDED THROUGH THE SERVICE OR PROGRAM; ANY LOSS OR UNAUTHORIZED DISCLOSURE OF DATA; ANY HARM OR DAMAGE CAUSED BY, OR OTHERWISE RELATED TO, YOUR USE OF THE SERVICE OR PARTICIPATION IN THE PROGRAM, INCLUDING BUT NOT LIMITED TO ANY INTERACTION WITH EQUIPMENT; AND ANY VIOLATIONS OF APPLICABLE LAWS, RULES, REGULATIONS, AND OTHER AGREEMENTS. THIS LIMITATION SHALL APPLY REGARDLESS OF THE LEGAL THEORY OR FORM OF ACTION.

IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SERVICE OR PARTICIPATION IN THE PROGRAM EXCEED ONE HUNDRED DOLLARS ($100.00).

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES OR CAUSES OF ACTION, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

19.  INDEMNIFICATION

In the event that any third party brings a claim against us related to your participation in the Program, or your actions, information, or any other use of the Service by you, you agree to indemnify, defend, and hold us and our agents harmless from and against any and all third-party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) relating to such claim. We will notify you promptly of any such claim and will provide you with reasonable assistance, at your expense, in defending any such claim, provided, however, that our failure to so notify you shall not relieve you of your indemnity obligations, but instead shall reduce those obligations by the amount of damages or increased costs and expenses attributable to our failure to give notice. We reserve the right to approve counsel retained by you, to take control of the defense (at our expense) of any claim for which indemnity is required, and to participate in the defense of any claim (at our expense) for which indemnity is required. You may not settle any claim without our prior consent.

20.  INDEPENDENT CONTRACTOR RELATIONSHIP

You understand and agree that you participate in the Program as an independent contractor.  Without limiting the generality of the foregoing, you are not authorized to bind Lightout to any liability or obligation or to represent that Lightout authority to do so.  You will indemnify and hold Lightout harmless to the extent of any obligation imposed on Lightout resulting from a determination that you are not an independent contractor.

21.  DISPUTE RESOLUTION

You agree to resolve any dispute, claim, or controversy with Lightout arising out of or relating to your use in any way of the Service or your participation in the Program in the following manner. First, we both agree to attempt in good faith to resolve the dispute informally by contacting each other by email (you can email us at support@lightout.com. Second, if the dispute is not resolved through informal resolution, we both agree to attempt in good faith to resolve the dispute through mediation administered by JAMS, which shall take place in San Francisco County, California, USA, and the costs of which shall be divided equally between you and Lightout. Third, if the dispute is not resolved through informal resolution and mediation, we both agree to participate in binding arbitration administered by JAMS, which shall take place in San Francisco County, California, USA.

Either you or we may bring a lawsuit solely for injunctive relief without first engaging in the dispute resolution process described above.

We both agree that, in the event of arbitration, or in the event of a lawsuit as permitted by this Section or otherwise, the prevailing party shall be entitled to costs and fees (including reasonable attorneys’ fees). Arbitration pursuant to this Section shall be confidential, and neither you, nor Lightout, nor the arbitrator may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement or appeal of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction. There shall be no right or authority for any claims subject to this arbitration clause to be arbitrated on a class action or consolidated basis or on bases involving claims brought in a purported representative capacity on behalf of the general public (including, but not limited to, as a private attorney general). If any portion of this arbitration clause is determined by a court to be inapplicable or invalid, then the remainder shall still be given full force and effect.

YOU AND LIGHTOUT EACH HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Nothing contained in this Section shall limit our ability to take action related to your access to the Service as provided in these Terms.

22.  CONSENT TO ELECTRONIC COMMUNICATIONS

By participating in the Program, you consent to receiving certain electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

23.  GOVERNING LAW, VENUE, & PERSONAL JURISDICTION

These Terms shall be governed by the laws of the State of California, without regard to conflict of law provisions. In the event that a lawsuit is filed where permitted under the provisions above, or in the event that the provisions above are found not to apply to you or to a given dispute, we both agree that any judicial proceeding will be brought in the federal or state courts of San Francisco County, California, USA. Both you and we consent to venue and personal jurisdiction there.

24.  SEVERABILITY WAIVER

If, for whatever reason, any term or condition in these Terms is found unenforceable, all other terms and conditions will remain unaffected and in full force and effect. The failure to enforce any provision of these Terms is not a waiver of our right to do so later, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

25.  CHANGES TO THESE TERMS

Lightout reserves the right to change these Terms from time to time, with or without notice to you. If you continue to use the Service, you consent to the new Terms. Any changes to these Terms will become effective on the “Effective Date” indicated above. If you continue to use the Service after the Effective Date, you consent to the new Terms. Lightout will always have the latest Terms posted on the Service.

26.  FEEDBACK AND COMMENTS

You may choose to provide us with feedback and comments regarding ways that you think we can improve the Service and/or Program (the “Feedback”). If you provide us with Feedback, you hereby grant Lightout an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Program and Service and create new products and services.

27.  CONTACT US

If you have any questions about these Terms or our Service, please feel free to contact us by email at support@lightout.com

28.  HEADINGS USED IN THESE TERMS

The section headings contained in these Terms are for reference purposes only and shall not affect the meaning or interpretation of these Terms in any way.