Terms and Conditions

For Private Pay Individuals

(passengers paying out-of-pocket for transportation services)

Thank you for choosing TOOTL Transport (TOOTL) for your non-emergency wheelchair accessible transportation needs. We appreciate the privilege and are happy to be doing business with you.  Our Authorization / Terms and Conditions are below.  To set up your private pay account, please complete and return the form to us.

Drivers will meet each customer at the front door of the customer’s home or in the public lobby of the building where the customer is picked-up or dropped-off (when feasible). If the customer is ambulatory (able to walk) or a wheelchair user, the driver may help the customer navigate up to one stair at the customer’s request.  However, please note that the customer’s family members, guardians and/or caregivers have the primary responsibility for getting the customer up and down all stairs. We would be happy to provide you with information about local businesses that have ramps and elevator equipment for sale or rent. You may also contact your local fire department and see if they are available for carry down service to provide you with access to your TOOTL transportation.

We appreciate your business and please reach out if you have any questions.

Sincerely,
Special Needs Milwaukee LLC d/b/a Tootl Transport
By: Michelle Dacy

▪ ▪ ▪ ▪   phone (414) 376-2222  ▪  fax (414) 296-0033  ▪  milwaukee@ridetootl.com  ▪  www.ridetootl.com/milwaukee  ▪ ▪ ▪ ▪

AUTHORIZATION / TERMS AND CONDITIONS

1. Agreement. These Terms and Conditions, together with each Reservation Request Form that is accepted by Special Needs Milwaukee LLC , a(n) Illinois Limited Liability Company (“TOOTL”) and each Billing Authorization that is submitted to TOOTL by the Customer (collectively, the “Agreement”) form the entire agreement and set forth the only terms which govern all transactions between TOOTL and the Customer. TOOTL rejects all additional, different or inconsistent terms, conditions or agreements. In the event of any conflict between any provision of these Terms and Conditions and the Reservation Request Form or Billing Authorization Form, these Terms and Conditions shall control. As used herein, the term “Customer” shall mean each individual receiving a Ride (defined below) scheduled through TOOTL as well as their family members, guardians, custodians and/or caregivers.
2. Services. TOOTL is a non-emergency, wheelchair accessible broker of transportation services and delivery of general medical related goods. At Customer’s request, TOOTL will coordinate and schedule non-emergency, wheelchair accessible transportation and/or delivery of general medical related goods (upon scheduling and confirmation from TOOTL, each referred to as a “Ride”). TOOTL’s services include communicating with Customer on his or her individual needs, scheduling pick-up times and locations, scheduling drop-off times and locations, coordinating wait times, and responding to related needs and requests of the Customer in connection with such services. Customer understands that TOOTL is performing all services as a transportation broker only, and that each Ride will be performed by a TOOTL provider (each a “Provider”). All vehicles are leased or owned, and all drivers are employed or otherwise engaged, by the Provider and/or the Provider’s independent contractors.
3. Scheduling. Customer may request a Ride by completing and submitting a Reservation Request Form to TOOTL by (i) email milwaukee@ridetootl.com, or (ii) by fax to (414) 296-0033, or (iii) by filling out the Reservation Request Form on our website at ridetootl.com/milwaukee.. No Reservation Request Form shall be binding until TOOTL receives, processes and sends confirmation to Customer that the Ride has been scheduled. As used herein, the terms “You”, “Your” and/or “Customer”, “Passenger” and “Client” shall mean with respect to corporate clients, private pay parties, each individual receiving a ride scheduled through TOOTL as well as their family members, guardians, custodians and/or caregivers.  In most cases, TOOTL will call or text you at the primary number designated on your Reservation Request Form one (1) business day prior to your scheduled Ride. At that time, TOOTL will give a reminder of ride details, answer any questions, and provide a time to be ready for pick-up. TOOTL’s inability or failure to confirm any ride by phone will not serve as a cancellation.
4. Changes; Cancellations; No-Shows.
   1. Changes, Cancellations, No-Show. For all Rides except Holidays, the deadline for any change or cancellation of a Ride shall be by 6:00 PM CST of the prior calendar business day. Customer shall be responsible for payment of a change/cancellation (No-Show) Fee equal to the full amount of the one-way fare for Ride changes and cancellation request received by TOOTL after the applicable deadline. On designated Holidays, the deadline for any change or cancellation of a Ride shall be 6:00 PM CST three (3) calendar days prior to the scheduled Ride. Cancellations or changes made between 6:01 PM CST three (3) calendar days prior and 6:00 PM CST two (2) calendar days prior will incur a No-Show Fee equal to the full amount of the scheduled one-way fare. Cancellations or change made after 6:01 PM CST two (2) calendar days prior or less will incur a No-Show Fee equal to the full amount of the scheduled roundtrip fare.
   2. No Show Other. Additionally, the following shall each constitute a “no-show” event (each a “No-Show Event”): (i) Customer is not ready for transport at the pick-up or drop-off location within ten (10) minutes of the scheduled time, or (ii) Customer does not call for the return ride within 2 hours of the estimated “will-call” time designated on the reservation, or (iii) Customer is not transported for any other reason not caused by TOOTL. Customer shall be responsible for payment of a no-show fee as set forth in Section 5(a) below.
5. Fees.
   1. Unless otherwise agreed to in writing by TOOTL and Customer, Customer agrees to pay the Fees set forth in each individual communication between TOOTL and Customer requesting to schedule a Ride (each, a “Ride Request”), and any Fees detailed at https://www.ridetootl.com/milwaukee/price-information/, which may be subject to change at TOOTL’s sole discretion. Please note: Gratuity for the Provider’s driver is not included in the Fees.
   2. Damage, Cleaning, Lost and Found and Charges for Violations of this Agreement: TOOTL may charge you a fee on behalf of a third-party provider if, during your use of services, you have caused damage to the vehicle or property that requires repair or cleaning. The amount of such fee shall be determined, in TOOTL’s sole discretion, based on the type of damage and the severity. TOOTL reserves the right to verify or otherwise require documentation of damages prior to processing a fee. In the event that a repair or cleaning request is verified by TOOTL in TOOTL’s reasonable discretion, TOOTL reserves the right to facilitate payment for the reasonable cost of such repair or cleaning using your payment method designated in your account. Such amounts, as well as those pertaining to lost and found goods, will be transferred by TOOTL to a third-party provider, if applicable, and are non-refundable Additionally, if you fail to comply with this Agreement, you may be responsible for charges, including without limitation, for transactions that could not be completed properly, arising out of or in connection with your failure to comply with this Agreement.
   3. Refusal of Services: TOOTL and its Providers will have final say on whether to refuse any services to you for any reason or no reason at all. TOOTL and the Provider may, in their discretion, refuse services in instances where transportation would not be deemed “safe.”
6. Payment.
   1. Private Pay. TOOTL will automatically charge your credit card on a weekly basis for payment of Fees incurred during the immediately preceding week. Customer agrees to notify TOOTL in writing of any dispute regarding any charge (which shall only be made in good faith) within thirty (30) days from the date of the applicable charge. Upon receipt of any Customer charge dispute, TOOTL will review and respond to Customer with confirmatory evidence detailing that TOOTL is entitled for payment of such charged Fees that are in dispute or refund the disputed amount via a credit to your provided credit card. Customer waives all rights to dispute any invoices (or portions thereof) that are not timely communicated to TOOTL within thirty (30) days from the date of such invoice.
   2. All Customers. Past due invoices and/or payments shall accrue interest from the original due date until paid in full (including any applicable interest previously accrued thereon) at the lesser rate of (i) 1.5% per month of the past due balance, and (ii) the highest rate allowed by applicable law. Without limiting TOOTL’s other remedies, Customer agrees to pay all TOOTL costs incurred in connection with collection of amounts owed to TOOTL including, without limitation, collection agency fees, court costs and reasonable attorney’s fees. TOOTL reserves the right to suspend performance during all times that any Customer account remains past due.
7. Term; Termination. The term (“Term”) of this Agreement shall commence upon the earlier of (i) the date upon which this Agreement is executed by Customer or (ii) the date of Customer’s first Ride, and shall continue thereafter until terminated by either party for any or no reason upon written notice to the other party.
8. Consent to Receive Text Messages and Emails. From time to time, TOOTL may communicate with Customer by text messaging and by email. By providing your mobile phone number to TOOTL, Customer consents to receive mobile text messages sent through automatic telephone dialing systems regarding goods and services offered by or through TOOTL. By providing your email address to TOOTL, Customer consents to receive email messages regarding goods and services offered by or through TOOTL. Customer is not required to provide consent as a condition of purchasing any goods or services. Note that your carrier’s messaging and data rates may apply. Customer may contact TOOTL directly at milwaukee@ridetootl.com or (414) 376-2222 in order to opt out.
9. Representations and Warranties by Customer. Customer represents, warrants, and covenants that Customer has the authority and the consent to request, reserve, modify, cancel and take any necessary actions to order a Ride on behalf of Passenger(s). Customer agrees that Customer shall be liable to TOOTL for any acts or omissions of the Passenger, including but not limit to, any damages caused during the Ride as set forth in Section 5.b, No-Show Events, or any other violations of this Agreement.
10. Provider is Liable; Hold Harmless. In each instance, the Provider of each Ride shall be solely responsible to Customer for any and all liabilities, damages, demands, claims, lawsuits, violations, levies or judgments (including, but not limited to, bodily injury or property damage) that arise or result from or are in any way related to, either directly or indirectly, any Ride. To the fullest extent permitted by Illinois law, Customer shall indemnify, defend and hold TOOTL, Special Needs Milwaukee LLC, and its affiliates and each of their shareholders, officers, directors, members, managers, employees, agents, representatives, attorneys and their respective successors and assigns harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (including, without limitation, reasonable attorneys’ fees and court costs) arising from or in connection with any Ride including, without limitation, Your acts, omissions or negligence .
11. No Warranty; Limitation of Liability.
    1. TOOTL, TOOTL FRANCHISING, LLC, AND THEIR RESPECTIVE PARENTS, AFFILIATES, SUBSIDIARIES, MEMBERS, MANAGERS, EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AND AGENTS (COLLECTIVELY, THE “TOOTL PARTIES”) ARE NOT A TRANSPORTATION SERVICE PROVIDER, ARE NOT THE SELLER OR RESELLER OF ANY GOODS AND DO NOT OWN OR OPERATE ANY VEHICLES OR OTHER TRANSPORTATION EQUIPMENT. ALL RIDES ARE COMPLETED BY INDEPENDENT CONTRACTOR PROVIDERS. NEITHER THE TOOTL PARTIES NOR ANY OF THEIR PROVIDERS ARE RESPONSIBLE FOR THE PURCHASE, SALE, PAYMENT OR RETURN OF ANY GOODS TRANSPORTED PURSUANT TO ANY RIDE, ALL OF WHICH SHALL BE CONDUCTED SEPARATELY AND SOLELY BETWEEN THE SELLER AND PURCHASER OF SUCH GOODS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE TOOTL PARTIES MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING ANY RIDE REQUEST, RIDE OR PROVIDER. ALL WHEELCHAIR RENTALS AND RIDES ARE PROVIDED “AS-IS” AND “WHERE-IS” AND THE TOOTL PARTIES MAKE NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER INCLUDING, WITHOUT LIMITATION, THAT OF TITLE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED BY TOOTL.
    2. IN NO EVENT SHALL THE TOOTL PARTIES BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, REVENUE OR PROFIT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE TOOTL PARTIES’S LIABILITY UNDER THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH ANY RIDE SHALL BE LIMITED TO FIVE TIMES THE FEES PAID TO TOOTL FOR SUCH RIDE.
12. Non-Applicability of HIPAA. The parties acknowledge and agree that this Agreement does not involve the use or disclosure of Protected Health Information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing regulations, including the Privacy Rule and the Security Rule (45 CFR Parts 160 and 164). Accordingly, the parties agree that the provisions of HIPAA are not applicable to this Agreement. Notwithstanding the foregoing, the parties agree to comply with other applicable federal, state, and local laws and regulations governing the privacy and security of personal information.
13. Miscellaneous.
    1. Governing Law; Venue. This Agreement shall be interpreted, construed and enforced in accordance with the substantive laws of Illinois without regard to its conflict of law provisions. The exclusive venue for any matter arising in connection with this Agreement shall be the state courts sitting in Cook County, Illinois, and each party consents to the jurisdiction and venue of such courts.
    2. Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
    3. Severability. Any provision hereof which is contrary to applicable law shall, to the extent of such contravention, be severed from this Agreement and shall not impair the validity of any other term, condition or provision hereof.
    4. Waiver. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    5. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, confers on any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
    6. Counterparts; Electronic Means. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together, shall constitute one and the same instrument. This Agreement may be executed by a party’s signature transmitted by facsimile or other electronic means.
    7. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements relating thereto, written or oral, between the parties.

** Each Tootl Transport business is independently owned and operated**

In the event of all oral communications of the foregoing information, Passenger and Cardholder agree that such information shall be deemed equivalent to your personally accepting the Terms & Conditions, completing, signing and returning this form to TOOTL.

▪ ▪ ▪ ▪   phone (414) 376-2222  ▪  fax (414) 296-0033  ▪  milwaukee@ridetootl.com  ▪  www.ridetootl.com/milwaukee  ▪ ▪ ▪ ▪

0157374.0787697   4877-4242-8623v3

For Corporate Clients

(organizations to be billed for transportation services)

Thank you for choosing TOOTL Transport (TOOTL) for your non-emergency wheelchair accessible transportation needs.  We appreciate the privilege and are happy to be doing business with you. Our Authorization / Terms and Conditions are below.  To set up your corporate account, please complete and return the form to us.

Drivers will meet each customer at the front door of the customer’s home or in the public lobby of the building where the customer is picked up or dropped-off (when feasible). If the customer is ambulatory (able to walk) or a wheelchair user, the driver may help the customer navigate one stair at the customer’s request.  However, please note that the customer’s family members, guardians and/or caregivers have the primary responsibility for getting the customer up and down all stairs. We would be happy to provide you with information about local businesses that have ramps and elevator equipment for sale or rent. You may also contact your local fire department and see if they are available for carry down service to provide you with access to your TOOTL transportation.

We appreciate your business and please reach out if you have any questions.

Sincerely,
Special Needs Milwaukee LLC d/b/a Tootl Transport
By: Michelle Dacy

▪ ▪ ▪ ▪   phone (414) 376-2222  ▪  fax (414) 296-0033  ▪  milwaukee@ridetootl.com  ▪  www.ridetootl.com/milwaukee  ▪ ▪ ▪ ▪

AUTHORIZATION / TERMS AND CONDITIONS

1. Agreement. These Terms and Conditions, together with each Reservation Request Form that is accepted by Special Needs Milwaukee LLC , a(n) Illinois Limited Liability Company (“TOOTL”) and each Billing Authorization that is submitted to TOOTL by the Customer (collectively, the “Agreement”) form the entire agreement and set forth the only terms which govern all transactions between TOOTL and the Customer. TOOTL rejects all additional, different or inconsistent terms, conditions or agreements. In the event of any conflict between any provision of these Terms and Conditions and the Reservation Request Form or Billing Authorization Form, these Terms and Conditions shall control. As used herein, the terms “You”, “Your” and/or “Customer” shall mean, the corporate entity itself and each of its clients receiving a Ride (the “Passenger”) as well as their family members, guardians, custodians and/or caregivers, scheduled through TOOTL.
2. Services. TOOTL is a non-emergency, wheelchair accessible broker of transportation services and delivery of general medical related goods. At Customer’s request, TOOTL will coordinate and schedule non-emergency, wheelchair accessible transportation and/or delivery of general medical related goods (upon scheduling and confirmation from TOOTL, each referred to as a “Ride”). TOOTL’s services include communicating with Customer on his or her individual needs, scheduling pick-up times and locations, scheduling drop-off times and locations, coordinating wait times, and responding to related needs and requests of the Customer in connection with such services. Customer understands that TOOTL is performing all services as a transportation broker only, and that each Ride will be performed by a TOOTL provider (each a “Provider”). All vehicles are leased or owned, and all drivers are employed or otherwise engaged, by the Provider and/or the Provider’s independent contractors.
3. Scheduling. Customer may request a Ride by completing and submitting a Reservation Request Form to TOOTL by (i) email milwaukee@ridetootl.com, or (ii) by fax to (414) 296-0033, or (iii) by filling out the Reservation Request Form on our website at ridetootl.com/milwaukee. No Reservation Request Form shall be binding until TOOTL receives, processes and sends confirmation to Customer that the Ride has been accepted and scheduled. as well as their family members, guardians, custodians and/or caregivers. In most cases, TOOTL will call or text you at the primary number designated on your Reservation Request Form one (1) business day prior to your scheduled Ride. At that time, TOOTL will give a reminder of ride details, answer any questions, and provide a time to be ready for pick-up. TOOTL’s inability or failure to confirm any ride by phone will not serve as a cancellation.
4. Changes; Cancellations; No-Shows.
   1. Changes, Cancellations, No-Show. For all Rides except Holidays, the deadline for any change or cancellation of a Ride shall be by 6:00 PM CST of the prior calendar business day. Customer shall be responsible for payment of a change/cancellation (No-Show) Fee equal to the full amount of the one-way fare for Ride changes and cancellation request received by TOOTL after the applicable deadline. On designated Holidays, the deadline for any change or cancellation of a Ride shall be 6:00 PM CST three (3) calendar days prior to the scheduled Ride. Cancellations or changes made between 6:01 PM CST three (3) calendar days prior and 6:00 PM CST two (2) calendar days prior will incur a No-Show Fee equal to the full amount of the scheduled one-way fare. Cancellations or change made after 6:01 PM CST two (2) calendar days prior or less will incur a No-Show Fee equal to the full amount of the scheduled roundtrip fare.
   2. No Show Other. Additionally, the following shall each constitute a “no-show” event (each, a “No-Show Event”): (i) Customer is not ready for transport at the pick-up or drop-off location within ten (10) minutes of the scheduled time, or (ii) Customer does not call for the return ride within 2 hours of the estimated “will-call” time designated on the reservation, or (iii) Customer is not transported for any other reason not caused by TOOTL. Customer shall be responsible for payment of a no-show fee as set forth in Section 5(a) below.
5. Fees.
   1. Unless otherwise agreed to in writing by TOOTL and Customer, Customer agrees to pay the Fees set forth in each individual communication between TOOTL and Customer requesting to schedule a Ride (each, a “Ride Request”), and any Fees detailed at https://www.ridetootl.com/milwaukee/price-information/, which may be subject to change at TOOTL’s sole discretion. Please note: Gratuity for the Provider’s driver is not included in the Fees.
   2. Damage, Cleaning, Lost and Found and Charges for Violations of this Agreement: TOOTL may charge you a fee on behalf of a third-party provider if, during your use of services, you have caused damage to the vehicle or property that requires repair or cleaning. The amount of such fee shall be determined, in TOOTL’s sole discretion, based on the type of damage and the severity. TOOTL reserves the right to verify or otherwise require documentation of damages prior to processing a fee. In the event that a repair or cleaning request is verified by TOOTL in TOOTL’s reasonable discretion, TOOTL reserves the right to facilitate payment for the reasonable cost of such repair or cleaning using your payment method designated in your account. Such amounts, as well as those pertaining to lost and found goods, will be transferred by TOOTL to a third-party provider, if applicable, and are non-refundable Additionally, if you fail to comply with this Agreement, you may be responsible for charges, including without limitation, for transactions that could not be completed properly, arising out of or in connection with your failure to comply with this Agreement.
   3. Refusal of Services: TOOTL and its Providers will have final say on whether to refuse any services to you for any reason or no reason at all. TOOTL and the Provider may, in their discretion, refuse services in instances where transportation would not be deemed “safe.”
6. Payment.
   1. Corporate Customers. TOOTL will invoice you on a monthly basis for payment of Fees incurred during the immediately preceding month. All invoices are due and payable within thirty (30) days from the date of TOOTL’s invoice. Customer agrees to notify TOOTL in writing of any dispute regarding any invoice (which shall only be made in good faith) within thirty (30) days from the date of the applicable invoice. If Customer does dispute any portion of an TOOTL invoice, Customer will timely remit payment for all undisputed portions of such invoice and will simultaneously communicate all disputed amounts directly to TOOTL and provide a clear explanation why those amounts are disputed. Upon receipt of any Customer invoice dispute, TOOTL will review and respond to Customer with confirmatory evidence detailing that TOOTL is entitled for payment of such invoiced Fees that are in dispute. Upon receipt of confirmatory evidence to Customer’s reasonable and good faith satisfaction indicating that the disputed portions of an TOOTL invoice is payable to TOOTL, Customer shall immediately remit payment for such amounts. Customer waives all rights to dispute any invoices (or portions thereof) that are not timely communicated to TOOTL within thirty (30) days from the date of such invoice.
   2. All Customers. Past due invoices and/or payments shall accrue interest from the original due date until paid in full (including any applicable interest previously accrued thereon) at the lesser rate of (i) 1.5% per month of the past due balance, and (ii) the highest rate allowed by applicable law. Without limiting TOOTL’s other remedies, Customer agrees to pay all TOOTL costs incurred in connection with collection of amounts owed to TOOTL including, without limitation, collection agency fees, court costs and reasonable attorney’s fees. TOOTL reserves the right to suspend performance during all times that any Customer account remains past due.
7. Term; Termination. The term (“Term”) of this Agreement shall commence upon the earlier of (i) the date upon which this Agreement is executed by Customer or (ii) the date of Customer’s first Ride, and shall continue thereafter until terminated by either party for any or no reason upon written notice to the other party.
8. Consent to Receive Text Messages and Emails. From time to time, TOOTL may communicate with Customer by text messaging and by email. By providing your mobile phone number to TOOTL, Customer consents to receive mobile text messages sent through automatic telephone dialing systems regarding goods and services offered by or through TOOTL. By providing your email address to TOOTL, Customer consents to receive email messages regarding goods and services offered by or through TOOTL.  Customer is not required to provide consent as a condition of purchasing any goods or services. Note that your carrier’s messaging and data rates may apply. Customer may contact TOOTL directly at milwaukee@ridetootl.com or (414) 376-2222  in order to opt out.
9. Representations and Warranties by Customer. Customer represents, warrants, and covenants that Customer has the authority and the consent to request, reserve, modify, cancel and take any necessary actions to order a Ride on behalf of Passenger(s). Customer agrees that Customer shall be liable to TOOTL for any acts or omissions of the Passenger, including but not limit to, any damages caused during the Ride as set forth in Section 5.b, No-Show Events, or any other violations of this Agreement.
10. Provider is Liable; Hold Harmless. In each instance, the Provider of each Ride shall be solely responsible to Customer for any and all liabilities, damages, demands, claims, lawsuits, violations, levies or judgments (including, but not limited to, bodily injury or property damage) that arise or result from or are in any way related to, either directly or indirectly, any Ride. To the fullest extent permitted by Illinois law, Customer shall indemnify, defend, and hold TOOTL, Special Needs Milwaukee LLC, and its affiliates and each of their shareholders, officers, directors, members, managers, employees, agents, representatives, attorneys and their respective successors and assigns harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (including, without limitation, reasonable attorneys’ fees and court costs) arising from or in connection with any Ride including, without limitation, the acts, omissions or negligence of any Passenger.
11. No Warranty; Limitation of Liability.
    1. TOOTL, TOOTL FRANCHISING, LLC, AND THEIR RESPECTIVE PARENTS, AFFILIATES, SUBSIDIARIES, MEMBERS, MANAGERS, EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AND AGENTS (COLLECTIVELY, THE “TOOTL PARTIES”) ARE   NOT A TRANSPORTATION SERVICE PROVIDER, ARE NOT THE SELLER OR RESELLER OF ANY GOODS AND DO NOT OWN OR OPERATE ANY VEHICLES OR OTHER TRANSPORTATION EQUIPMENT. ALL RIDES ARE COMPLETED BY THIRD-PARTY TRANSPORTATION PROVIDERS.  NEITHER THE TOOTL PARTIES NOR ANY OF THEIR PROVIDERS ARE RESPONSIBLE FOR THE PURCHASE, SALE, PAYMENT OR RETURN OF ANY GOODS TRANSPORTED PURSUANT TO ANY RIDE, ALL OF WHICH SHALL BE CONDUCTED SEPARATELY AND SOLELY BETWEEN THE SELLER AND PURCHASER OF SUCH GOODS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE TOOTL PARTIES MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING ANY RIDE REQUEST, RIDE OR PROVIDER. ALL WHEELCHAIR RENTALS AND RIDES ARE PROVIDED “AS-IS” AND “WHERE-IS” AND THE TOOTL PARTIES MAKE NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER INCLUDING, WITHOUT LIMITATION, THAT OF TITLE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED BY TOOTL.
    2. IN NO EVENT SHALL THE TOOTL PARTIES BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, REVENUE OR PROFIT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE TOOTL PARTIES’ LIABILITY UNDER THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH ANY RIDE SHALL BE LIMITED TO FIVE TIMES THE FEES PAID TO TOOTL FOR SUCH RIDE.
12. Privacy & Security of PHI. The parties acknowledge that the information being exchanged in the course of performing the activities or functions under this Agreement is confidential and may include protected health information (“PHI”), as defined in 45 CFR 160.103. The parties, thereby, agree to the Business Associate Agreement [attached hereto as Exhibit A contemporaneously with the execution of this Agreement] and agree to comply with the obligations thereto and, as applicable, imposed by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the rules and regulations promulgated thereunder, and any applicable federal or state privacy laws.
13. Miscellaneous.
    1. Governing Law; Venue. This Agreement shall be interpreted, construed and enforced in accordance with the substantive laws of Illinois without regard to its conflict of law provisions. The exclusive venue for any matter arising in connection with this Agreement shall be the state courts sitting in Cook County, Illinois, and each party consents to the jurisdiction and venue of such courts.
    2. Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
    3. Severability. Any provision hereof which is contrary to applicable law shall, to the extent of such contravention, be severed from this Agreement and shall not impair the validity of any other term, condition or provision hereof.
    4. Waiver. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    5. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, confers on any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
    6. Counterparts; Electronic Means. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together, shall constitute one and the same instrument. This Agreement may be executed by a party’s signature transmitted by facsimile or other electronic means.
    7. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements relating thereto, written or oral, between the parties.

**Each Tootl Transport business is independently owned and operated**

▪ ▪ ▪ ▪   phone (414) 376-2222  ▪  fax (414) 296-0033  ▪  milwaukee@ridetootl.com  ▪  www.ridetootl.com/milwaukee  ▪ ▪ ▪ ▪