SERVICE AGREEMENT and Standard Terms and Conditions for GO GROUND Charter Bus Transportation Order

GO GROUND charter bus trips, including NCAA Championships trips, are offered to you conditioned upon your acceptance without modification of all the terms, conditions (collectively, the "Standard Terms and Conditions” or "Agreement"). Please read carefully. By accepting our email Travel Alerts, phone calls, emails, fax transmissions, text messages, and other communications, and/or using this portal to communicate with GO GROUND and facilitate acknowledgement of an offered trip (“Requests”), and upon your delivering of any charter bus services (“Charter Trip”) as described in the Travel Alert and/or provided Itinerary, or through interaction with a GO GROUND representative, you agree that the Standard Terms and Conditions then in force shall apply. If you do not agree to the Standard Terms and Conditions, please do not accept the Requests for Services presented to you by GO GROUND.

WITH EACH ACCEPTED REQUEST THIS SERVICE AGREEMENT (“Agreement “) is made and entered into between (“Contractor”) and GO GROUND (“Company”).  Contractor and Company are also referred to as “party” and collectively as the “parties”.  Subject to and in consideration of the mutual promises, conditions, and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

  1. APPROVED SERVICE PROVIDER. Upon Company assigning a Request to Contractor and Contractor’s acceptance of such Request the Contractor agrees to this Agreement and compliance with its terms, Company agrees that Contractor shall be added to Contractor’s list of approved vendors.
  2. CHARTER TRIP. If at any time during the term of this Agreement, Company either verbally or through one or more written, online transmittals or other instruments, requests Contractor to supply or perform services, and Contractor agrees to perform those services, each such request regardless of form shall be deemed a “CHARTER TRIP” governed by and subject to the terms and conditions of this Agreement. Agreements or stipulations in any REQUEST that are contrary to any term of this Agreement shall be void, unless Contractor and Company have expressly agreed in writing that such agreement or stipulation shall supersede the terms of this Agreement.
  3. TERM.

This Agreement shall commence upon the Company’s delivery of a Request and shall continue for the period identified in any Request, and/or subsequent Itinerary, or until terminated as otherwise provided in this Agreement.

Standard Terms and Conditions

  1. CHARTER SERVICES DOCUMENTS; Requests
    1. Requests: GO GROUND will submit to the Contractor requests for pricing and availability for pre-qualified customers (the “Charter Customer”) seeking charter service in the Contractor’s area (a “Request”). Contractor shall promptly respond to a Request (an “Acceptance”) and each Acceptance shall be effective for ten (10) Business Days following the date of receipt of such Acceptance by GO GROUND.
    2. Confirmation. Acceptance shall be confirmed by GO GROUND upon the receipt by Contractor, via the Contractor’s online portal, which shall be provided by GO GROUND, of a confirmation (an “Invoice”), or e-mail from GO GROUND.
    3. Charter Trip. The REQUEST, Acceptance and Invoice shall together constitute a “Charter Trip.” Each Charter Trip shall constitute a legal contract between GO GROUND and Contractor separate and distinct from any other Charter Trip. Each Charter Trip shall be deemed to incorporate the provisions of this Agreement. Should any provision of a Charter Trip be in conflict with any provision(s) of this Agreement, the provision(s) of this Agreement shall take precedence and govern.
    4. Final Itinerary. GO GROUND shall deliver to Contractor the final Itinerary of the charter covered by the Charter Trip (the “Charter Trip”) at least twenty-four (24)hours prior to the date of departure of the Charter (the “Charter Date”).

  1. FEES; BILLING AND PAYMENT
    1. Charter Fees. For the purpose of this Section 2.1, “Charter Fees” shall mean the agreed upon lowest net price that is available under business conditions when the Contractor is contacted directly by its wholesale / best net rate customers, and/or the established rates with GO GROUND. If there is a change in the charter resulting in an increase or decrease in miles, hours of service and length of trip (Departure to Return) to that specified in the Charter Trip, then an additional charge may be made for such additional service; provided, however, Contractor shall also agree to a reduction in fees if final service is less than initially indicated by  GO GROUND provided that any change to the Charter Fees is made in the Contractor’s GO GROUND portal and shall be done no less than two (2) business days following the completion of the service.
    2. Billing and Payment. GO GROUND shall pay Contractor 15 days post travel for all Charter Services provided, or any cancellation fees owed to, Contractor by GO GROUND provided validation of the Trip details and agreed upon rates are provided to the satisfaction of GO GROUND.

  1. DEPOSITS; CANCELLATIONS
    1. Deposits. GO GROUND shall not be required to make a cash deposit to Contractor at the time an Invoice is issued to Contractor. The Invoice will indicate GO GROUND ’s acceptance of the obligation to pay Contractor for each Charter Trip in full for all charter services performed, provided that no cancellation notice has been issued by GO GROUND  prior to the scheduled date of departure.
    2. Cancellations. In the event it becomes necessary to cancel a Trip, GO GROUND will notify Contractor in writing via GO GROUND’s portal or e-mail. GO GROUND shall not be required to pay a cancellation fee (“Cancellation Fee”) to Contractor unless previously agreed upon in writing with Contractor.

  1. CONTRACTOR SERVICES
    1. Charter Services. Contractor shall provide the Charter Services in a professional and workmanlike manner. Charters Services provided by Contractor shall satisfy all requirements set forth in this Agreement. Contractor will establish high-level service standards for all Charter Services provided pursuant to this Agreement. Contractor will monitor the Charter Services provided by its staff, and use its best efforts to attempt to resolve any disputes related to the Charter Services. When requested, Contractor shall display signs to indicate that the Charter was arranged by GO GROUND.
    2. Vehicles. While the required specifications for each charter will vary, Contractor’s fleet shall contain vehicles which include the following specifications: (i) no more than four (4) years old; (ii) operating bathroom; (iii) operating air conditioning and heating systems; (iv) ADA Compliant (i.e., complies with the Americans with Disabilities Act, 42 U.S.C. Sec 12102 et seq; and 41 C.F.R. Part 60 et seq, as the same may be amended or re-enacted from time to time); (v) operating TV; (vi) operating DVD; (vii) operating public address system with microphone; and (viii) WIFI.
    3. Vehicle Maintenance. Contractor shall have a policy of cleaning its vehicles daily (including a daily dump of sewage in a legal manner).
    4. Drivers.
      1. (a) Contractor shall furnish properly licensed and uniformed drivers (uniforms to be a minimum of company name/logo on shirts and name badges so drivers can be identified). Driver uniforms must include a jacket with company name/logo.
      2. (b) Contractor will maintain a bus driver and management training program, using generally accepted approaches used in the industry. The training program shall include relevant information regarding GO GROUND, the NCAA Championships and other programs as directed by GO GROUND, as appropriate for the respective employees.
    5. Compliance with Laws. In connection with its obligations under this Agreement, Contractor shall comply with all applicable federal, state and local laws and regulations and shall obtain all applicable permits and licenses. Contractor agrees to make itself aware of and comply with all local, state and federal ordinances, statutes, laws, rules and regulations applicable to Charter Services. Contractor further agrees that it will at all times during the term of this Agreement be in compliance with all applicable federal, state and local laws regarding employment practices. Such laws include, but shall not be limited to workers’ compensation, the Fair Labor Standards Act (FLSA), the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA) and all Occupational Safety and Health Administration (OSHA) regulations applicable to the Charter Services.
    6. Safety Certification – Contractor agrees to be governed by GO GROUND’s standards for safety certification. Contractor shall provide verification to GO GROUND that it has a undergone a Compliance Review by Consolidated Safety Services (CSS) of Fairfax, VA and has been awarded a Department of Defense (DoD) Level One rating or Transportation Safety Exchange (TSX) certification; and Contractor shall provide proof of its in-force certification by uploading the CSS documents to its GO GROUND portal.

  1. INSURANCE
    1. Insurance. Contractor shall carry and maintain at its own expense during the term of this Agreement the following insurance programs which are to cover its obligations hereunder. Evidence of such programs shall be delivered to GO GROUND, by uploading current in force certificates to the Contractor’s GO GROUND portal. Contractor shall name GO GROUND and the NCAA as “additional insured” in each certificate. Further, Contractor accepts the express conditions that GO GROUND be given written notice at least thirty (30) days in advance of any modification or termination of any program of insurance.
    2. Liability Insurance. Contractor will carry liability insurance which names GO GROUND as an additional insured. Such insurance will include but not be limited to: (a) Insurance, including products liability and completed operation coverage, endorsed for contractual, independent contractor, broad form property damage and personal injury in an amount of at least Five Million Dollars ($5,000,000) per occurrence; and (b) Automobile Liability insurance, including coverage for bodily injury and property damage, endorsed for all owned, hired and non-owned vehicles in an amount of at least Five Million Dollars ($5,000,000) on a per occurrence basis.
    3. Workers’ Compensation Contractor will carry a program of statutory workers’ compensation insurance and employers’ liability insurance in an amount of at
    4. At least One Million Dollars ($1,000,000) and in an amount and form which meets all applicable statutory requirements, and which specifically covers all persons who provide services by or on behalf of Contractor and all risks to such persons under this Agreement. Contractor will be solely responsible for furnishing workers’ compensation benefits to any employed person for injuries which arise from or are connected with any transportation services performed on behalf of Contractor pursuant to this Agreement.

  1. NON-SOLICITATION; INTELLECTUAL PROPERTY
    1. Non-solicitation. Contractor acknowledges that the Passenger Group (group, team, etc.) has been introduced by and remains the customer of GO GROUND. Contractor further agrees that it will not directly or indirectly through its employees or any other third parties attempt to induce the Passenger Group to purchase services directly from Contractor.
    2. Intellectual Property. Neither party shall have the right to use the other party’s or NCAA’s intellectual property, including, without limitation, the other party’s trademark or trade name, or any image thereof or to refer to this Agreement or the Charter Services performed hereunder directly or indirectly in connection with any product, promotion, advertisement or publication, or the like, without the other party’s prior written consent, which consent may be withheld for any reason or no reason.

  1. REPRESENTATIONS AND WARRANTIES
    1. Joint Representations and Warranties. Contractor and GO GROUND  represent and warrant to each other that: (a) it is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation; (b) it has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized; (d) no approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Agreement; and (e) entering into this Agreement and performing this Agreement does not violate any agreement with any third party.
    2. Contractor Safety and Training Representation and Warranty. In addition to the Compliance Review by CSS requirement Contractor represents and warrants to GO GROUND that all of the information regarding Safety and Certification by CSS, which Contractor uploaded to its GO GROUND portal is true, correct and accurate as of the date hereof and as of the date of each Request and Beginning of Trip.

  1. TERMINATION OF THIS AGREEMENT
    1. Termination without Cause. Either party shall have the right to terminate this Agreement for any reason or for no reason upon thirty (30) days advance written notice to the other party. However, once an Itinerary for a Trip has been transmitted to Contractor by GO GROUND, the Standards Terms and Conditions as stated herein shall remain in force and govern the Trip.
    2. Termination for Cause.
    3. (a) Either party shall have the right to terminate this Agreement (i) in the event of a material breach by the other party, provided that the breaching party shall be given not less than thirty (30) days written notice of the breach and the opportunity to cure the breach during such period, which notice shall contain a specific description of the breach; (ii) immediately if the other party attempts to assign, terminate or cancel this Agreement contrary to the terms hereof; or (iii) immediately if the other party convenes a meeting of its creditors or has a receiver or manager appointed in respect of all or substantially all of its assets or is the subject of an application for an administration order or of any proposal for a voluntary arrangement or enters into liquidation (whether compulsory or voluntarily). (b) GO GROUND  shall have the right to immediately terminate this Agreement if Contractor has undergone a change in Control (as defined herein) and Contractor did not receive the prior written consent of GO GROUND . For purposes of this Section 8.2(b), “Control” shall mean the possession, direct or indirect, of either (i) the ownership of or ability to direct the voting of, as the case may be fifty-one percent (51%) or more of the equity interests, value or voting power in Contractor, or (ii) the power to direct or cause the direction of the management and policies of Contractor whether through the ownership of voting securities, by contract, or otherwise.
    4. Effect of Termination of this Agreement. Upon the termination of this Agreement by either party, Contractor shall continue to be obligated to provide the Charter Services for those Charters existing at the time of the termination (the “Existing Charters”); provided, however, GO GROUND shall have the right to replace Contractor with other Contractors on such Existing Charters.

  1. INDEMNIFICATION
    1. Indemnification by Contractor. In addition to any other rights GO GROUND and the NCAA may have at law or in equity, Contractor shall indemnify, hold harmless and defend GO GROUND and the NCAA, and its subsidiaries, and their respective successors and assigns, and each of their respective officers, directors, agents, representatives and employees (each a “GO GROUND  Indemnitee”) from and against all liabilities, assessments, levies, losses, fines, penalties, damages, costs and expenses, including, without limitation, reasonable fees and expenses of attorneys, accountants and other professionals (after giving effect to any insurance proceeds actually received by a GO GROUND Indemnitee) actually sustained or incurred by any GO GROUND  Indemnitee, in connection with, resulting from or arising out of (a) any inaccuracy in or breach of any representation and warranty made by Contractor to GO GROUND  herein; (b) any breach by Contractor, or failure by Contractor to comply with, any of the covenants or obligations under this Agreement, and (c) the negligence, gross negligence, intentional conduct, acts or omissions of Contractor and its employees in the performance of this Agreement.
    2. Indemnification by GO GROUND. In addition to any other rights Contractor may have at law or in equity, GO GROUND shall indemnify, hold harmless and defend Contractor, and its subsidiaries, and their respective successors and assigns, and each of their respective officers, directors, agents, representatives and employees (each an “Contractor Indemnitee”) from and against all liabilities, assessments, levies, losses, fines, penalties, damages, costs and expenses, including, without limitation, reasonable fees and expenses of attorneys, accountants and other professionals (after giving effect to any insurance proceeds actually received by a Contractor Indemnitee) actually sustained or incurred by any Contractor Indemnitee, in connection with, resulting from or arising out of (a) any inaccuracy in or breach of any Contractor herein; (b) any breach by GO GROUND , or failure by GO GROUND  to comply with, any of the covenants or obligations under this Agreement, and (c) the negligence, gross negligence, intentional conduct, acts or omissions of GO GROUND  and its employees in the performance of this Agreement.
    3. Limitation of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE IN ANY EVENT OR FOR ANY REASON, INCLUDING BREACH OF THIS AGREEMENT, EITHER DIRECTLY OR INDIRECTLY, TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  1. CONFIDENTIALITY
    1. Definition of Confidential Information. “Confidential Information” shall mean with respect to a party (the “Disclosing Party”), any information relating to the Disclosing Party, or the Disclosing Party’s business (including but not limited to customer lists, technical information, personnel, marketing, strategic or other information) that is disclosed orally or in writing to the other party (the “Receiving Party”) in the course of the parties’ negotiation of or performance under this Agreement, but shall not include information that : (a) the Receiving Party owned or controlled prior to receipt from the Disclosing Party, or (b) is or becomes public through no fault of the Receiving Party, or (c) is developed by the Receiving Party independent of any disclosure from the Disclosing Party, or (d) the Receiving Party obtains from a third party not under a confidentiality obligation to the Disclosing Party.
    2. Confidential Information. Each party agrees that all Confidential Information, including, without limitation, rates, information in and about the Company’s business practices, portal and/or NCAA information, will be held and treated by it or its affiliates, associates, directors, officers, employees, advisors, agents and representatives (collectively “Representatives”) in confidence and will not, from the date hereof, be disclosed by it or its Representatives in any manner whatsoever, in whole or in part, and will not intentionally be used by it or its Representatives other than in connection with this Agreement. Each party agrees (i) to disclose Confidential Information only to its Representatives who need to know and who agree to keep such information confidential and to be bound by the terms of this Agreement to the same extent as if they were parties hereto, and (ii) that it will use its best efforts to cause all of such Representatives to act in accordance herewith and be bound by this Agreement.
    3. Survival. The restrictions set forth in this Article I0 shall continue for a period of two (2) years from the date of termination or expiration of this Agreement.

  1. 11.0 MISCELLANEOUS
    1. Independent Contractor. The relationship of the parties established by this Agreement is solely that of independent contractor, and nothing contained in this Agreement shall be construed to (i) give any party the power to direct or control the day-to-day activities of the other; or (ii) constitute such parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking; or (iii) make either party an agent of the other for any purpose whatsoever. Neither party nor its agents or employees is the representative of the other for any purpose, and neither has the power or authority to act as agent or employee to represent, to act for, bind, or otherwise create or assume any obligation on behalf of the other. Contractor shall be fully and solely responsible for its own acts and omissions and those of its employees, officers and agents. Contractor shall be responsible for the payment of all salaries, withholding taxes, workers’compensation, disability benefits and other compensation and related taxes for such persons.
    2. Notices. All notices required or permitted under Article I and Section 3.2 hereof shall be sent by email and Company’s portal, or as otherwise determined by the parties (the “Charter Communication”).
    3. Waiver. No delay or omission by either party to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by either party of any covenant or breach of this Agreement shall not constitute or operate as a waiver of any succeeding breach of that covenant or of any other covenant. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party waiving the rights.
    4. Force Majeure. Neither party shall be liable for failure or delay in performing obligations set forth in this agreement, and neither party shall be deemed in breach of its obligations, if such failure or delay is due to natural disasters, strike, lock-out, or other industrial or transportation disturbances, law, regulation or ordinance, or any causes reasonably beyond the control of such party.
    5. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties and supersedes any and all other agreements, either oral or written with respect to the subject matter hereof. This Agreement may not be amended except by an instrument in writing signed on behalf of the parties hereto.
    6. No Assignment. The obligations of Contractor pursuant to this Agreement, and the Work Orders, are not to be transferred, subcontracted, or assigned to any person or organization without the prior written approval of GO GROUND .
    7. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Illinois, without regard to its internal conflict of laws. Any legal action, suit, or proceeding with respect to this Agreement shall be brought exclusively in a federal court or state court within Du Page County, Illinois.
    8. Headings. The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
    9. Severability. If all or any portion or provision of this Agreement shall to any extent be held invalid or unenforceable in whole or in part by a court or agency having valid jurisdiction pursuant to a valid decision or decree, then the parties hereto expressly agree to be bound by any lesser covenant imposing the maximum legal duty permitted by law that is subsumed within the terms of such covenant, as if the resulting covenants were separately stated in and made a part of this Agreement, and the remainder of this Agreement shall remain in full force and effect.