Agreement for Stroll Buddies
If you like to become a Stroll Buddy and show people around your area under the Stroll Buddy brand, then you need to agree to this document. It sets out what you can expect from us and what we expect from you…
Legal
STROLL BUDDY B.V.
STROLL BUDDY AGREEMENT
Last updated: March 21, 2019
- Recitals
This Services Agreement (“Agreement”) constitutes a legal agreement between you, an individual (“you”), Stroll Buddy B.V., a private limited liability company established in the Netherlands, having its offices at Godetiaweg 113, 2555 RS DEN HAAG – The Netherlands, registered at the Amsterdam Chamber of Commerce under number 851127149 (“STROLL BUDDY B.V.”)
STROLL BUDDY B.V. will procure and facilitate the provision of lead generation services and related services rendered via a digital technology application that enable Strollers to contact Stroll Buddies for strolling services (“STROLL BUDDY B.V. Services”) to you, an independent provider of peer-to-peer strolling services (“Strolling Services”). STROLL BUDDY B.V. will license you the STROLL BUDDY B.V. App (“Stroll Buddy App”), a mobile application provided by STROLL BUDDY B.V. that enables you to access and receive the STROLL BUDDY B.V. Services. The STROLL BUDDY B.V. Services and Stroll Buddy App enable you to seek, receive and fulfil requests for Strolling Services from authorised Strollers (“Strollers”) of the mobile application provided by STROLL BUDDY B.V. In order to use the STROLL BUDDY B.V. Services and Stroll Buddy App, you must agree to the terms and conditions that are set forth below. Upon your execution (electronic or otherwise) of this Agreement, you and STROLL BUDDY B.V. shall be bound by the terms and conditions set forth below. References herein to “STROLL BUDDY B.V. Group” shall be taken as a reference to STROLL BUDDY B.V. and each of its affiliates. - Provision of Strolling services
Stroll requests may appear in the Stroll Buddy App. If you accept a Stroller’s request for Strolling Services, you will be provided with the Stroller’s name and contact details via the Stroll Buddy App. You acknowledge and agree that the STROLL BUDDY B.V. App may provide the Stroller with certain information about you, including your first name, contact information, photo and agreed location. You shall not contact any Stroller or otherwise use any of their personal information other than for the purposes of fulfilling Strolling Services. You acknowledge and agree that you alone will choose the most effective and safe manner to perform each instance of Strolling Services, and, except for the provision of the STROLL BUDDY B.V. Services and the licence to use the Stroll Buddy App, you will need to provide (at your own expense) all necessary equipment, tools and other materials to perform Strolling Services. - Your Relationship with Strollers
You acknowledge and agree that your provision of Strolling Services to Strollers creates a legal and direct relationship between you and the Stroller. STROLL BUDDY B.V. and their affiliates are not responsible or liable for the actions or inactions of a Stroller in relation to you or your activities. You shall have the sole responsibility for any obligations or liabilities to Strollers or third parties arising from your provision of Strolling Services. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) regarding any acts or omissions of a Stroller or third party. - Your Relationship with STROLL BUDDY B.V. Group
You acknowledge and agree that Stroll Buddy’s provision of the STROLL BUDDY B.V. Services creates a legal and direct relationship between STROLL BUDDY B.V. and you. You also acknowledge and agree that STROLL BUDDY B.V.’s licence to you of the Stroll Buddy App creates a legal and direct relationship between STROLL BUDDY B.V. and you. STROLL BUDDY B.V. shall be deemed to direct or control you generally or in your performance under this Agreement, including in connection with your provision of Strolling Services, your acts or omissions. Except as expressly set out herein, you retain the sole right to determine when and for how long you will utilise the Stroll Buddy App or the STROLL BUDDY B.V. Services. You alone decide when, where and for how long you want to use the Stroll Buddy App, and when to try to accept, decline or ignore a Stroller request. A Stroller request can be cancelled, subject to STROLL BUDDY B.V.’s Community Guidelines. You acknowledge and agree that you will not display Stroll Buddy’s, STROLL BUDDY B.V.’s or any of their affiliates’ names, logos or colours on any vehicle(s); or (b) wear a uniform or any other clothing displaying STROLL BUDDY B.V.’s or any of their affiliates’ names, logos or colours, unless you and STROLL BUDDY B.V. have agreed otherwise or if so required by law. You retain the complete right to engage in other “greeting” activities and to use other greeting networks and apps in addition to the STROLL BUDDY B.V. Services and the Stroll Buddy App. STROLL BUDDY B.V. retains the right to, at any time at its sole discretion, restrict you from using the STROLL BUDDY B.V. Services in the event of a violation of this Agreement or any relevant STROLL BUDDY B.V. policy, your disparagement of STROLL BUDDY B.V. or any of their affiliates, or your act or omission that causes harm to STROLL BUDDY B.V.’s or their affiliates’ brand, reputation or business as determined by STROLL BUDDY B.V. in its sole discretion. STROLL BUDDY B.V. also retains the right to restrict you from using the STROLL BUDDY B.V. Services for any other reason at the sole and reasonable discretion of STROLL BUDDY B.V. STROLL BUDDY B.V. retains the right to, at any time at its sole discretion, deactivate or otherwise restrict you from accessing the identification and password key assigned to you by STROLL BUDDY B.V. (“Stroll Buddy ID”) and/or the Stroll Buddy App, in the event of a violation of this Agreement, any relevant STROLL BUDDY B.V. policy, including the Community Guidelines or the Stroll Buddy Promise, your disparagement of STROLL BUDDY B.V. or any of their affiliates, your act or omission that causes harm to STROLL BUDDY B.V.’s or their affiliates’ brand, reputation or business as determined by STROLL BUDDY B.V. in its sole discretion. STROLL BUDDY B.V. also retains the right to deactivate or otherwise restrict you from accessing the Stroll Buddy ID and/or Stroll Buddy App, for any other reason at the sole and reasonable discretion of STROLL BUDDY B.V. - Ratings.
You acknowledge and agree that after receiving Strolling services, a Stroller will be prompted by the STROLL BUDDY B.V. App to rate you and such Strolling services, and you will be prompted to rate your Stroller. This can also include comments and other feedback, which, along with the rating, you agree to provide in good faith. STROLL BUDDY B.V. and their affiliates reserve the right to use, share and display your Stroll Buddy ratings and comments in any manner in connection with the business of STROLL BUDDY B.V. and their affiliates without attribution to you or your approval. You acknowledge and agree that STROLL BUDDY B.V. and their affiliates are distributors (without any obligation to verify) and not publishers of your ratings and comments, and may remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws or STROLL BUDDY B.V., or their affiliates’ content policies. There is no obligation on you or the Stroller to provide ratings or comments nor is there any consequence for not providing a rating. - Requirements
You are required to make and maintain in good faith the “Stroll Buddy Promise” which includes:
a. Offering a friendly face for those visiting your area
b. Welcoming individuals or small groups of up to six people
c. Volunteering and not to charge for the Stroll experience
d. Welcoming Strollers without any kind of discrimination
e. Supporting sustainable tourism
f. Respecting natural and man-made environments
g. Bringing both cultural and economic enrichment to my community
h. Create a lasting positive image of your area, and
i. Encouraging a mutually enriching opportunity for cultural exchange and bringing people together.
You acknowledge and agree that STROLL BUDDY B.V. reserves the right, at any time in its sole discretion to restrict you from using the STROLL BUDDY B.V. Services, if you fail to meet the requirements in this Agreement. You also acknowledge and agree that STROLL BUDDY B.V. reserves the right, at any time in its sole discretion to deactivate or otherwise restrict you from accessing the Stroll Buddy ID and/or Stroll Buddy App if you fail to meet the requirements in this Agreement. - Payment for Strolling Services
You agree that Strolling Services you provide to Strollers will be free of fees. You agree that your Strolling Services will be conducted on a voluntary basis.
Strolling Services fees do not include small gratuities such as:
a. A meal or drink
b. A small gift of appreciation for your time and effort, and
c. Other such tokens. - Service Fee
STROLL BUDDY B.V. will charge no fees In consideration of STROLL BUDDY B.V.’s provision of the STROLL BUDDY B.V. Services to you. - Incentives
From time to time, STROLL BUDDY B.V. may make an incentive payment(s) to you as consideration for your satisfaction of certain conditions as determined by STROLL BUDDY B.V. in its discretion (“Conditions”). These Conditions may be included in promotional materials, and/or may be communicated to you, including via text message and email. You acknowledge and agree that any incentive payment(s) is made to you at STROLL BUDDY B.V.’s sole discretion, subject to the Conditions. - Devices
You are responsible for the acquisition, cost and maintenance of your mobile device/s and any associated wireless data plans that you use to access the Stroll Buddy App. Subject to this Agreement, STROLL BUDDY B.V. grants you a personal, non-exclusive, non-transferable, non-sublicensable right to access and use the Stroll Buddy App on your device solely for the purpose of providing Strolling Services. This license shall immediately terminate in the event that you cease to provide Strolling Services using your mobile device. You agree not to give the Stroll Buddy App or any associated data to anyone else. You agree that using the STROLL BUDDY B.V. Services may consume data. - Term & Termination
This Agreement shall commence on the date that the Agreement is executed by you (electronically or otherwise) and will continue until terminated by you, or STROLL BUDDY B.V., which any party can do:
a. without cause at any time on 30 days’ prior written notice to the other parties;
b. immediately, without notice, for any other party’s material breach of this Agreement; or
c. immediately, without notice, in the event of the insolvency or bankruptcy of any other party, or upon such other party’s filing or submission of a request for suspension of payment (or similar action or event) against the terminating party.
In addition, Stroll Buddy may restrict you from using the STROLL BUDDY B.V. Services and/or STROLL BUDDY B.V. may deactivate or otherwise restrict you from accessing or using the Stroll Buddy ID and/or Stroll Buddy App immediately, without notice, in the event you no longer qualify, under applicable law or the standards and policies of BUDDY B.V. and their affiliates, to provide Strolling services, or as otherwise set out in this Agreement. - Effect of termination
Your personal information will be collected, used and shared in accordance with the STROLL BUDDY B.V. Privacy Policy.
- Intellectual Property
Subject to the terms and conditions of this Agreement, STROLL BUDDY B.V. hereby grants you, for no consideration, a non-exclusive, royalty-free, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use the Stroll Buddy App in connection with the provision of the STROLL BUDDY B.V. Services by STROLL BUDDY B.V. solely for the purpose of providing Strolling Services to Strollers and tracking resulting Strolls. STROLL BUDDY B.V., its affiliates and respective licensors reserve all rights not expressly granted in this Agreement. The Stroll Buddy App and all data related to the access and use of the STROLL BUDDY B.V. Services (including all intellectual property rights in all of the foregoing) are and remain the property of STROLL BUDDY B.V., its affiliates or respective licensors. You shall not improperly use the STROLL BUDDY B.V. Services or Stroll Buddy App. You shall not use any of STROLL BUDDY B.V.’s names, logos or marks for any commercial purpose except as STROLL BUDDY B.V. expressly allows, nor shall you try to register or otherwise use or claim ownership over any of STROLL BUDDY B.V.’s or its affiliates’ names, logos or marks. You shall not copy, modify, distribute, sell or lease any part of the Stroll Buddy App, STROLL BUDDY B.V. Services or related data, nor shall you reverse engineer or attempt to extract the source code of STROLL BUDDY B.V. software, except if allowed by law. - Confidentiality
This Agreement and any information provided by STROLL BUDDY B.V. to you, which STROLL BUDDY B.V. designates as confidential or which you should reasonably know should be treated as confidential, should be treated accordingly. - Insurance & Accidents
STROLL BUDDY B.V. is in no way responsible or liable for any accidents you may incur whilst providing Strolling Services. You agree that it is your sole responsibility to insure against accidents at an appropriate level that suits the circumstances on the provision of Strolling Services. - Indemnity
You shall indemnify, defend (at STROLL BUDDY B.V.’s option) and hold harmless STROLL BUDDY B.V. and their affiliates and each of their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to:
a. your breach of your representations, warranties or obligations under this Agreement; or
b. a claim by a third party (including Strollers, regulators and governmental authorities) directly or indirectly related to your provision of Strolling Services or use of the STROLL BUDDY B.V. Services. - General
You hereby acknowledge and agree that, by using the STROLL BUDDY B.V. Services, or downloading, installing or using the Stroll Buddy App, you are bound by any future amendments and additions to this Agreement, the information referenced at hyperlinks herein, or documents incorporated herein. The invalidity of any provision in this Agreement does not affect the rest of this Agreement. STROLL BUDDY B.V. may assign or transfer this Agreement or any or all of their respective rights or obligations hereunder, in whole or in part, without your prior consent (you may not, however, as the Agreement needs to remain with you). Should STROLL BUDDY B.V. do so, you have the right to terminate this Agreement immediately, without prior notice. STROLL BUDDY B.V. may subcontract its rights and obligations under this Agreement. This Agreement, including the recitals and all supplemental terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings on this subject matter. In this Agreement, “including” and “include” mean “including, but not limited to.” - Modification
STROLL BUDDY B.V. reserve the right to modify the terms and conditions of this Agreement at any time, effective upon publishing an updated version of this Agreement on the online portal available to you on the STROLL BUDDY B.V. Services. STROLL BUDDY B.V. reserve the right to modify any policies or information referenced at hyperlinks from this Agreement from time to time. STROLL BUDDY B.V. will provide you with at least 14 days’ notice in the event of a material change to any clause of the Agreement, provided that in such event you shall have the right to terminate the Agreement immediately upon receiving notice from STROLL BUDDY B.V.. You hereby acknowledge and agree that, by using the STROLL BUDDY B.V. Services, or the Stroll Buddy App, you are bound by any future amendments and additions to this Agreement, the information referenced at hyperlinks herein, or documents incorporated herein. Continued use of the STROLL BUDDY B.V. Services or Stroll Buddy App after any such changes shall constitute your consent to such changes. - Supplemental Terms.
Supplemental terms may apply to your use of the STROLL BUDDY B.V. Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Stroll Buddy will provide you with 14 days’ notice in the event that it adds or modifies Supplemental Terms in a manner that it reasonably considers materially alters your rights under the Agreement, provided that in such event you shall have the right to terminate the Agreement immediately upon receiving notice from Stroll Buddy. Supplemental Terms shall prevail over this Agreement in the event of a conflict. - No Third-Party Beneficiaries except for STROLL BUDDY B.V.’s affiliates.
You acknowledge that there are no third-party beneficiaries to this Agreement except for STROLL BUDDY B.V.’s affiliates. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims, except with respect to STROLL BUDDY B.V.’s affiliates. - Notices
Any notice delivered by STROLL BUDDY B.V. to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the Stroll Buddy App or the online portal available to you on the STROLL BUDDY B.V. Services. Any notice delivered by you to STROLL BUDDY B.V. under this Agreement must be delivered by contacting STROLL BUDDY B.V. at https://strollbuddy.com/contacts/. Additional Territory-specific notices may be required from time to time. - Governing Law; Arbitration
Except as otherwise set forth in this Agreement, this Agreement shall be exclusively governed by and construed in accordance with the laws of The Netherlands, excluding its rules on conflicts of laws. The Vienna Convention on the International Sale of Goods of 1980 (CISG) shall not apply. Any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to this Agreement, including those relating to its validity, its construction or its enforceability (any “Dispute”) shall be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules (“ICC Mediation Rules”). If such Dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such Dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”). The ICC Rules’ Emergency Arbitrator provisions are excluded. The Dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place of both mediation and arbitration shall be Amsterdam, The Netherlands, without prejudice to any rights you may have under Article 18 of the Brussels I bis Regulation (OJ EU 2012 L351/1) and/or Article 6:236n of the Dutch Civil Code. The language of the mediation and/or arbitration shall be English unless you do not speak English, in which case the mediation and/or arbitration shall be conducted in both English and your native language. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the International Chamber of Commerce, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.
