DOMINO’S FRANCHISEE ASSOCIATION
MOTUS VEHICLE COST MILEAGE REIMBURSEMENT PROGRAM
TERMS AND CONDITIONS

These terms and conditions govern exclusively the Franchisee’s enrollment in, receipt of, payment for and use of the Domino’s Franchisee Association’s (DFA) vehicle cost mileage reimbursement program provided to the DFA’s Members by Motus, LLC (Motus Program). By enrolling in the Motus Program through the DFA and in consideration of the mutual promises in these terms and conditions, the Franchisee and the DFA agree as follows:
1. This agreement shall be effective as of the date that Franchisee signs below (“Effective Date”). Upon enrolling in the Motus Program through the DFA, each Franchisee shall provide the DFA with a list of all stores owned by the franchisee. Upon paying the applicable annual fee, Franchisee will receive mileage reimbursement rates for three vehicle classifications: Compact, Mid-Size or Full-Size. The actual vehicle types used in the Motus Program may vary each year.
2. Franchisee’s annual fee for enrolling in the Motus Program shall be $80 per store location, per year. Franchisee’s annual fee for the Motus Program will be based upon the total of the number of store locations multiplied by the per store fee specified in this paragraph. The per store price may vary each year after the initial year. Franchisee understands and agrees that the services provided under this agreement may be terminated by DFA at any time for any reason upon 30-days’ written notice to Franchisee. Franchisee understands and agrees that Motus may elect to discontinue the Motus Program at any time.
3. Franchisee must enroll all stores owned or operated by Franchisee at the time that Franchisee first enrolls in the Motus Program, and at the time Franchisee renews enrollment in the Motus Program (no partial enrollment is permitted). All annual fees payable from Franchisee to the DFA for the Motus Program shall be prepaid in full in advance for the year in which Franchisee enrolls in the Motus Program. The Motus Program operates on a 12-month cycle from date of initial program offering. A franchisee who enrolls after the commencement of the initial program offering shall pay the entire per store fee for the year in which they enroll, notwithstanding that the Franchisee will receive less than one year of reports.
4. Each Franchisee is responsible for surveying its fleet and determining whether the Franchisee’s selected vehicle classification(s) and rate group(s) comply with all applicable laws or regulations relating to employee reimbursement of business expenses, and any other applicable laws or regulations. DFA will not, does not, and cannot make this determination for Franchisee. By making the Motus Program available to its members, the DFA is not providing or offering any legal, tax or compliance advice, service or opinion. Franchisee acknowledges and agrees that DFA is not guaranteeing, warranting or vouching for the Motus Program in any manner whatsoever, including the legality or accuracy of the rates provided by Motus to Franchisees. The DFA’s role in the Motus Program is limited to paying Motus its contractual fee and providing its members the opportunity to enroll in the Motus Program for rates that are less than if Franchisee independently contracted with Motus for a similar program. To the fullest extent permitted by applicable law, the DFA disclaims all warranties of any kind or nature, express or implied, concerning the Motus Program. Franchisee acknowledges and agrees that by enrolling in the Motus Program, Franchisee is accepting the program as-is, where-is and with all faults or defects, latent or patent. Franchisee acknowledges and agrees that by enrolling in the Motus Program, Franchisee shall use the program and data provided from Motus for business purposes and not for personal, family or household purposes.
5. Subject to the foregoing, Franchisee is entitled to all of the benefits and obligations granted to Franchisee under the master services agreement between Motus and DFA, if any. The master services agreement is available for Franchisee’s review by contacting Ken Peebles at [email protected].
6. Franchisee agrees to provide, upon written advance request, accurate and timely information to DFA and/or to Motus as requested or that is reasonable or necessary for the implementation, provision or administration of the Motus Program.
7. Franchisee and DFA agree that the Motus Program, including reports provided to each Franchisee, are confidential, proprietary and constitute Trade Secrets. Franchisee shall not disclose the details, terms, calculations, reports or other specific information to any third-party, except as required to comply with a lawful court order or other legal process, or except to their legal, tax and financial advisors. If a third party seeks the disclosure of information protected by this provision, by legal process or otherwise, the Franchisee shall notify the DFA and Motus in writing at least 30 days before disclosing any such information.
8. By enrolling in the Motus Program, each Franchisee disclaims and releases DFA, its employees, agents, officers and directors (collectively DFA Parties) from any and all liability, damages, claims, fees, costs, or any remedy of any kind or nature that may arise out of Franchisee’s use of the Motus Program. Franchisee agrees to hold DFA Parties harmless from any liability or claims arising out of Franchisee’s use of the Motus Program, including without limitation from the DFA Parties’ own acts, omissions or negligence, or allegations thereof. Franchisee agrees that DFA Parties shall not be liable to Franchisee or any third party, in any way, for the Motus Program or for the Franchisee’s use of the same.
9. This agreement is entered into by Franchisee and DFA in Texas, and shall be governed by and interpreted in accordance with Texas law notwithstanding the Franchisee’s location or other conflict of law/choice of law rules. This agreement shall supersede and replace all contemporaneous or prior written or oral agreements between the parties concerning the subject matter of this agreement. No oral agreement or testimony shall vary, supplement or contradict the express terms in this agreement. Other than as set forth in this agreement or, if applicable, the master services agreement between DFA and Motus, this agreement is intended to be a fully integrated agreement. These terms and conditions shall survive termination, withdrawal or election not to renew by any party.
IN WITNESS WHEREOF, the parties have executed this agreement as of the Effective Date.