US Terms & Conditions

Last Update: January 14, 2019

The present Terms and Conditions (collectively, with the Schedules joined hereto, the “Terms”) shall constitute a legal and binding agreement between you and Arro, Inc. (the “Company”, “we”, “our” or “us”) in accordance with and subject to the Terms. The Terms may be updated, amended and/or supplemented by the Company at any time and from time to time, including with additional terms, policies, instructions and/or conditions which can apply to its regular operations and/or to particular events, activities, contests or promotions which the Company may carry out in connection with any of the Services, at any time and from time to time (“supplemental term(s)”), and such supplemental term(s) shall form part of the Terms. The Terms may be referred to interchangeably hereafter as the “Agreement”.  Reference to Privacy Policy shall be to the ARRO privacy policy, accessible at the following link: https://www.ridearro.com/privacy/ (such policy, as it may be amended from time to time, the “Privacy Policy”). YOU ACKNOWLEDGE THAT THE COMPANY DOES NOT PROVIDE TRANSPORTATION SERVICES OR LOGISTICS SERVICES, AND THAT IT DOES NOT CONSTITUTE OR OPERATE AS A TRANSPORTATION CARRIER.

ACCEPTANCE

By accessing our Services (as defined below in Description of Services), you agree to be bound by the present Terms and consent to the collection and handling of information described in the Privacy Policy, and to your receipt of text messages and emails in connection with the Services (as defined below in Description of Services) at the telephone number and email address you provide during registration, including, without limitation, the initial message containing a registration code, any text messages or emails containing receipts (if we provide such functionality and you request them) and confirmation messages sent in response to any opt-out request you may make; provided that, if you update such initial telephone number and/or email address in your account settings, then such text messages will be thereafter sent to such updated telephone number and/or email address within a reasonable delay. The word “access” and its variations (including “accesses”, “accessing” and “accessed”), when used in connection with any of the Services (as defined below in Description of Services) in the Terms, shall mean the earliest to occur of (i) your access, download, installation, registration, and/or use of a Service (as defined below) (including any revisions, updates, upgrades, modifications, enhancements or new releases thereto), or (ii) your other affirmative acceptance of these Terms, including by clicking a button of assent to these Terms in an Application (as defined below in Description of Services) or otherwise through the Services (as defined below in Description of Services).  If you do not agree to the Terms, you must not access any of the Services. Your continued access of any of the Services after an update, amendment or supplement of the Terms has been posted on this location, or after supplemental terms have been made available on this location or otherwise been displayed to you on or through any Service, constitutes your agreement to be bound by same. The Terms (which, whenever used herein, include any amendment or supplemental terms) supersede any other agreement or arrangement between the Company and yourself in connection with the subject matter hereof.  THE COMPANY IS NOT A PROVIDER OF TRANSPORTATIONS SERVICES, DOES NOT OWN OR OPERATE ANY TAXIS, AND DOES NOT HAVE ANY CONTROL OVER THE TAXI OWNERS, MANAGERS, DRIVERS AND/OR OPERATORS.

DESCRIPTION OF SERVICES

The Company’s ARRO® is a technology platform that may be accessed by authorized users via applications (mobile or other), websites and Company-authorized web interfaces (collectively or individually, the “Application”), certain text-based messaging protocols (“Text Services”), and/or other channels (collectively, with the Application and the Text Services, the “Channels”).  The Terms shall govern both your access, use and possession of any and all Channels, as well as your access, use and possession of any and all interactive features, downloads, content, products, software, features, functionalities and other services which are at any time made available in the United States of America by the Company and are: (i) owned and/or controlled by the Company, and/or (ii) available through, or interact with any of, the Channels, content, products, software, features, functionalities and/or services of the Company (collectively, the “Features”). The Channels and Features, collectively, individually, or in any combination, are referred to as the “Services”. The Services shall include any and all offline activities (such as the collection of data through mailings, telephone, e-mail, text or in person) and online activities (such as an Application) owned, operated, provided or made available or accessible by the Company and/or its affiliates. Without limiting the foregoing, the Services include any Channels and Features that enable or facilitate the ability for a person or entity (each, a “Passenger”)  in certain locations in the United States to, among other things, locate, hail, book and hire taxicabs and/or other for-hire vehicles (any such taxi or other for-hire vehicle, a “Taxi”), pay for a Taxi ride or any driver providing such service (each, a “Driver” or “Provider”), track certain Taxi rides and related expenses through a supported computing device. Using certain Channels, you can store your payment information, set your tip preferences, and view all of your past trips and receipts.  The Services, in whole or in part, may be made available under on or more brands or request options, present or future, by or in connection with any of the Company, its affiliates, third party transportation providers and/or third party logistics providers.

INTERPRETATION

When used in these Terms, the term “Person” refers to any individual, organization, corporation or other entity. When used in the Terms, reference to any one or more “Users” shall be a reference to any Person which accesses, possesses or uses any of the Services (such as Passengers and Drivers). Reference to “affiliate(s)” in the Terms refers, collectively, to (i) the direct and indirect shareholders of the Company, (ii) any Person controlling, controlled by or under common control with the Company, and (iii) any assignee or successor of any of the foregoing. Control, with respect to an entity, means the possession, directly or indirectly, of the power to vote a majority of the securities having voting power for the election of directors (or persons acting in similar capacities) of such entity or otherwise to direct or cause the direction of the management and policies of such Person, whether through shareholders, by contract or otherwise. When used in the Terms, “including” and its variations shall be deemed to mean “including, without limitation”. Reference in the Terms to “hereto”, “herein”, “hereunder” or similar, shall be a reference to the Terms.  A “third party”, when this is used in the Terms, means any Person which is not the Company.  Words importing the singular number include the plural and vice versa and words importing a gender include all genders (for example, reference to accessing the “Services” shall be deemed to mean “the Services or any of them”). The division of the Agreement into paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of the Terms. Any reference in the Terms to a paragraph, item, Section or Schedule shall refer to such paragraph, item, Section or Schedule in the Terms, unless otherwise expressly provided in connection with such reference. The Company, its affiliates, and each of the Company’s and its Affiliates’ respective officers, directors, employees, agents, shareholders, licensors, partnering cities and municipalities and suppliers of the Company and each such affiliate (collectively, the “Group”, and each of them individually, a “member of the Group”).  For the avoidance of doubt, but without limiting the foregoing, the “Group” shall include the City of Houston and the City of Chicago when used in the Sections of these Terms labeled Indemnification, Disclaimer of Warranties, Disclaimer of Third Parties, and Limitation of Liability.

APPLICATION OF SERVICES

THE COMPANY, THROUGH THE SERVICES, ONLY PROVIDES A PLATFORM TO (1) OBTAIN CERTAIN THIRD PARTY TRANSPORTATION SERVICES, AND (2) FACILITATE PAYMENT OF FARES (AND, WHERE APPLICABLE, TIPS) FOR CERTAIN THIRD PARTY TRANSPORTATION SERVICES. You recognize and acknowledge that Passengers may only use the Services for this purpose, in each case for the Authorized Purpose (as defined in the Section entitled License below). The Services are NOT designed or intended: (a) for use in environments or activities requiring fail-safe performance (such as, for example, the transportation of high-cost perishables or hazardous materials or the provision of ambulance services),  or (b) for use in environments where any failure of the Application or other Services could lead to personal injury or severe property or environmental damages, you shall not use the Services in any such manner or for any purpose which (i) would cause harm to the Company or any of its affiliates, (ii) contravenes any applicable laws, statutes, rules, regulations and legally binding ordinances (“Applicable Laws”), or (iii) violates the Terms. You warrant that you shall at no time access or allow the access of the Application or any other Services for commercial or non-personal use. The Services may not be used by any User to send cash advances, cash equivalents, or otherwise transfer money between you and a third party.  You recognize that this paragraph is subject to such additional limitations applicable to Users, including the Prohibited Actions (as defined in the Section entitled Prohibited Actions below) as may be set forth elsewhere in the Terms.  We may send you SMS messages as part of your use of the Services, when you create an Account, as it may be useful or necessary for certain of the Services; you agree that the Company may do so, and further acknowledge that failure to permit SMS messaging may impact in some cases on your access of Services.

CHANGES

The Company reserves the right, from time to time, with or without notice, to change these Terms in its sole and absolute discretion. All changes to the Terms will be effective and binding upon you once they are displayed or posted in accordance with this paragraph. You acknowledge and agree that it is your responsibility to ensure that you are aware of the most current Terms. If any substantial changes are made to these Terms, the Company will notify you by displaying the new Terms within the Application or by posting them on https://www.ridearro.com/terms-and-conditions/ (or any other Company-authorized web interface or website). The most current version of these Terms can be viewed at all times by visiting https://www.ridearro.com/terms-and-conditions/. The most current version of these Terms will supersede all previous versions. If you do not agree to any change to these Terms, you must immediately cease using the Services and delete the Application from your device(s).

PRIVACY

By using the Services, you consent to Company collecting and sharing information about you, your location (received through your computing device) and your use of the Service with Company’s third party partners. Company may also collect anonymized, aggregated data in connection with your use of the Services for purposes of marketing, data analytics and enhancing and optimizing the Services.  PLEASE REVIEW OUR PRIVACY POLICY FOR ADDITIONAL INFORMATION ON THE TREATMENT AND HANDLING OF YOUR INFORMATION.

CAPACITY, LEGAL AGE AND OTHER

By accessing the Services (including via any Channel), you agree to use the Services in accordance with these Terms and all Applicable Laws. In addition, you represent, warrant, acknowledge and agree at all times that you access the Services, that: (a) you are an individual and have the unrestricted right, authority and capacity to enter into the Terms and to abide by the terms and conditions of the Terms; (b) the Services are made available to you solely for your personal and non-commercial use; (c) you are at least eighteen (18) years of age, or the age of legal majority in your jurisdiction (if different than 18), and possess the qualities which are required under Applicable Laws for you to enter into and be bound by the Terms and access the Services (any Person satisfying the requirements of this item (c) being hereafter referred to as a “Capable Person of Legal Age”) ; (d) you are a legal resident of the United States or a United States citizen, you are accessing the Services from within the United States of America and not from any other country (including any country that is subject to a U.S. Government embargo or otherwise designated as a “terrorist supporting” country), and you are not listed on any U.S. Government list of prohibited or restricted parties; (e) you shall not export the Services directly or indirectly; (f) you will use the Services only for lawful purposes; (g) you will not upload, post, e-mail or otherwise send or transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, impair, delay, limit or harm, the functionality of the Services or any computer software or hardware or telecommunications equipment associated with the Services; (h) you will not impersonate any Person or otherwise misrepresent your affiliation with any Person, including, without limitation, any Person affiliated with the Service; (i) you will not interfere with the servers or networks connected to any portions of the Services or violate any of the procedures, policies or regulations of networks connected to the Services; and (j) you will not interrupt, impair, delay, limit or harm any of the Services (including, without limitation, any Channel) in any way whatsoever. You hereby acknowledge that the obligations of the Company under the Terms shall in all respects remain conditional upon (x) your compliance at all times with the terms, conditions and covenants of the Terms (y) the continued accuracy of all representations and warranties made by you under the Terms; and (z) the continued accuracy of the information supplied by you at the time of your registration for any Service and during any subsequent update of same.  Please note that there are risks of dealing with individuals who are not Capable Persons of Legal Age or Persons acting under false pretense, and we do not accept responsibility or liability for any content, communication or other access of the Services by any such Persons. Notwithstanding anything else provided in the Terms, the Company may immediately terminate, suspend access to, deny, or cease to offer any of the Services, in whole or in part, at any time and for any reason.

ACCOUNT

In order to access any Service, you first need to register and maintain a personal user account via an Application or other Company-authorized method (“Account”). You are responsible for any activity that occurs under your Account. Your Account is non-transferable. Each User may only have one Account unless otherwise authorized by the Company in writing. By registering an Account, you represent and warrant that you are capable of entering into a legally binding agreement and that all information submitted by you during such registration or otherwise via the Application or other means is truthful, complete and accurate. As part of the registration process, you will be required to: (a) associate an email address with your Account (that will become your username) and establish a password for your Account; (b) associate a phone number with your Account that is capable of receiving text messages; and (c) submit one or more valid credit cards to be used in processing payment transactions for the Taxi rides you hail, book, hire, arrange and/or pay for through the Services. For each credit card, debit card or other accepted payment card that you register on your Account, you authorize the Company to confirm that such credit card is in good standing with the issuer, which may include submitting a request for a payment authorization and/or a low dollar amount credit to your card in accordance with the applicable card network rules. We reserve the right to suspend or terminate the Account of any User who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements of the Company or (without limiting any rights or remedies of Company) otherwise with the terms and conditions of the Agreement. You are responsible for providing and maintaining current, truthful, complete and accurate information for your Account for so long as you continue to use any of the Services. The Company may, from time to time, require you to provide additional information in evaluating your registration, Account, and/or eligibility to continue using the Services; and may suspend or terminate your Account or access to the Services if you fail to provide, or otherwise on the basis of, any such information.

SECURITY

You must keep any credentials (including any password) needed to access your Account safe, secure and confidential at all times, and are responsible for restricting access to and for keeping your computers and other applicable devices, including any and all devices used to access Services, in compliance with the payment card industry standards, and you agree to accept responsibility for all activities that occur through or under your Account or Account credentials (including any password), and you agree to immediately notify the Company if you suspect any unauthorized use of your Account or access to your password and/or other credentials. You are responsible for any security breach resulting from your failure to comply with any requirements applicable to you pursuant to the Terms, and any such failure may result in your inability to access the Services in whole or in part.  In no case shall the Company, its affiliates, or any of the Company’s or its affiliates’ shareholders, directors, officers, employees, licensors, agents, representatives, or any other member of the Group, or any of the successors or assigns of any of the foregoing (all of them, including the Company, being collectively the “ARRO Indemnitees”) be responsible for any losses arising out of the unauthorized use of your Account. The Services are not intended to be used by anyone who is not a Capable Person of Legal Age, and you shall in no case let the Account be accessed by anyone who is not a Capable Person of Legal Age. You shall not allow for anyone who is not a Capable Person of Legal Age to receive transportation or logistics services from any Driver or other third party unless such individual is accompanied by you.  If you are a Driver, you shall in no case allow any Person who is not you to provide any transportation or logistics services on your behalf.  You acknowledge that you may be asked to provide validation of your identity and/or of your satisfaction of any requirements applicable to any User hereunder as a condition for you to access any one or more Services, and you may be denied access to same if you fail to so validate. The Company reserves the right, in its sole and absolute discretion, to reject, suspend, or terminate your Account (with or without notice), except as otherwise required by Applicable Laws.

GOODS AND SERVICES

While the Services may allow you to make payments in connection with goods and services, you acknowledge that the Company: (i) is not itself a provider of such goods and services, (ii) is not responsible for such goods and services, nor for assessing the suitability, legality, safety or ability of such goods and services or their providers, (iii) is not responsible for customer service related to those goods and services (such as order fulfillment, order cancellation, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and issues concerning experiences with any personnel, policies, or processes of a Merchant (as such term is defined in the Section entitled Payments & Payment Processing), and (iv) is not responsible for customer services relating to your credit card, debit card, or other form of payment. Any decision regarding the procurement of goods and services using the Services rests solely with you.

PAYMENTS & PAYMENT PROCESSING

1. A) The Services allow Users to make purchases from certain Persons that are enabled to receive payment in connection with the Services (the “Merchants”). In order to use the Services, you must open an Account with us and associate a valid credit or debit card with that Account (interchangeably referred to hereafter “Card” or “payment card”). We reserve the right to accept or reject a Card associated with your Account in our discretion. When you associate a Card with your Account, you consent to the Company temporarily authorizing a charge on that Card as part of our verification process; kindly note that you will not be required to pay this charge, and it will disappear from your statement within a few days. When you access any of the Services (including to locate hail, book, hire, arrange and/or pay for a Taxi ride via any of the Services), you are deemed to have accepted the services through the Services and agree to pay the corresponding fees or charges (see Fees and Charges, below). Upon your request for any Taxi ride via any Service, we may pre-authorize one of the payment cards you have associated with your Account in an amount (determined by the Company in its discretion) that provides reasonable assurance of your ability to pay the fare and related fees or charges for the requested Taxi ride. When you enter a Taxi and direct the Taxi driver or operator to a destination, you are deemed to have accepted such third party or Driver’s services and agree to pay any and all corresponding fare(s) and related fees or charges (e.g., tolls, sales tax, regulatory surcharges, etc.). Such amounts (and applicable Services Fees) will be charged to one of the payment cards you have associated with your account, and you hereby authorize any such charge. Any payments made in connection with the Taxi rides you hire, book, arrange and/or pay for through the Services are non-refundable by the Company; however, you may have specific reversal, refund or chargeback rights under your card agreement with the issuer of your Card. You should consult the terms and conditions governing your Card for more information.
2. B) By associating a payment card with your Account and confirming your intention to make a payment through the Services, you authorize a charge to your Card as necessary to complete the payment. In the event you are entitled to a reversal, refund, chargeback, or other adjustment associated with a purchase you made through the Services, you also authorize a credit to your Card to accomplish that transaction. The terms and conditions of the Agreement, as well as the payments you make through the Services, may additionally be subject to terms and conditions of third parties, such as the entities that issue your Card, your third party carrier and/or your mobile device manufacturer. By accessing the Services, you also consent to the sharing of your data with the Company’s payment services partner, Creative Mobile Technologies (UK) Ltd., which will route the transactions to its approved merchant processor (currently, BofA Merrill Lynch Merchant Services (Europe) Ltd.). You agree that the Company and its payment partners may undertake authorization checks on any payment details you provide to the Company (including credit and debit cards) at any time. You are responsible for complying with those terms and conditions, and you are responsible for charges and related fees imposed by those terms and conditions. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that the Company may, directly or as the Merchant’s limited payment collection agent, use a secondary payment method in your Account, if available. We will securely store any payment details you have provided to us so they may be used for payments you need to make whenever you use any of the Services at any time and/or to collect any money you may owe us. Please see our Privacy Policy at: https://www.ridearro.com/privacy/ for further information on how we will use, protect and store your personal data.
3. C) Upon addition of a new payment method or each ride request, the Company or its affiliates or third party payment processors may seek authorization of your selected payment method to verify your payment method, ensure the ride cost will be covered, and protect against unauthorized behavior. The authorization is not a charge, however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or check card. We cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank.
4. D) The Company is not a bank, and does not offer banking services as defined by the United States Department of Treasury. The Company also does not offer money service business services as defined by the United States Department of Treasury, and is not an issuer, financial institution or money transmission business.
5. E) By accessing the Services, you give the Company permission to share with Merchants (including their licensors) information regarding your use of the Application and/or purchases made through the Application or otherwise for the Services. You also give us permission hereby to import into your Account and to share with Merchants information about purchases you have made using your Card and any of the Company’s products or services.
6. F) All charges made in connection with your Account are due immediately and payment will be facilitated by the Company using a payment method designated in your Account, after which the Company is authorized to send you a receipt by email or through the Services. The Company reserves the right to establish, remove and/or revise charges for any or all services or goods obtained through the use of the Services, as established by the Company in its discretion. You may elect to cancel your request for services or goods from a Merchant at any time prior to such Merchant’s arrival, in which case you may be charged a cancellation or other fee (see Fees and Charges below). You understand and agree that gratuities to third parties (including any Driver or other Provider) are voluntary. After you have received services or goods obtained through the Services, you may be given the opportunity to rate your experience and leave additional feedback about your Provider.
7. G) You agree to pay all service fees and charges described in the section Fees and Charges (see below) which may be applicable to any one or more Services in your jurisdiction, and authorize the Company to charge such amount to a payment card associated with your Account. You acknowledge and agree that any request for ground transportation via any of the Services is not guaranteed to result in a Taxi ride and that the Company makes no representation or warranty that a third party provider of ground transportation will be willing or available to provide you with ground transportation services at the time of your Scheduled Booking (as defined below in Fees and Charges).

ADVERTISING

The Company may rely on advertising revenue to help subsidize the services. When you access any of the Services, you consent to the Company’s placement and display of advertisements, offers and promotions on your mobile device, your Account, any Application or Website, your receipts (whether electronic or hard copy), and/or the Company or third party equipment located in Taxis that are used in connection with the Services (including, without limitation, passenger information monitors located in the rear of a Taxi), or otherwise through the Channels. These advertisements, offers and promotions may be personalized and targeted based on, among other things, your usage of the Services. You agree that the Company is not responsible for the content of these advertisements, offers and promotions (“Advertising Content”), and any activity (including the purchase of goods and/or services), as well as the accompanying terms and conditions, arising therefrom is strictly between you and the applicable third party. You acknowledge that additional terms and conditions may apply to your use or acceptance of such Advertising Content. For avoidance of all doubt, the Company shall not be responsible for, nor does it sponsor or endorse, (a) any Advertising Content; (b) any goods or services featured in any Advertising Content; or (c) any sites linked from such Advertising Content. The Company expressly disclaims any and all liability, and its own behalf and on behalf of the ARRO Indemnitees, for the Advertising Content and any errors or omissions in any Advertising Content.

LICENSE

1. A) Limited License Grant. Subject to your compliance in all respects with the Agreement, the Company grants you a non-exclusive, limited, personal, non-transferable, non-sublicenseable, and revocable license to: (i) download, access, install and use any Application in machine-readable object code form only on a single personal mobile device or computer that you control, the whole solely in connection with your personal and non-commercial use of the Services, and (ii) download and view any content that the Company makes available through the Services, including any Company-authorized content licensed from a third party (collectively, the “Content”). This license grant includes the Application and all updates, upgrades, enhancements, modifications, new versions and replacement Application. The Application and Advertising Content may vary by device and medium, and functionalities may also vary by device and medium. This license may not be used for any purpose other than for your personal use of the Services for non-commercial purposes, the whole in accordance with all Applicable Laws and subject to the requirements, restrictions, obligations and conditions set forth in the Agreement (the “Authorized Purpose”). Without limiting the foregoing, you warrant that you shall at no time access or allow the access of the Application or any other of the Services for any purpose that is not the Authorized Purpose. The rights granted to you under the Terms are personal, and you are not granted the right to transfer or sublicense, in whole or in part, any right or license granted under the Agreement. The Terms (including the foregoing license) do not grant, transfer or convey to you any rights in or to the Services otherwise than as and to the extent expressly granted in this paragraph of the Terms. The Company and its licensors reserve all rights in and to the Services not explicitly granted to you under the Agreement.  The Services and all rights in the Agreement are and shall at all times remain the property of the Company or its licensors.
2. B) Third Party Devices. The Company does not warrant that the Application and/or Content will be compatible with third party software or hardware, nor does the Company warrant that operation of the Services and associated Application will not damage or disrupt third party software or hardware. Your mobile device is manufactured and sold by entities other than the Company and its affiliates, and the Company does not take responsibility or otherwise warrant the performance of your mobile device, including the continuing compatibility of your mobile device with the Services. By using any of the Services, you agree to look solely to the entity that manufactured and/or sold your mobile device for any issues related to your mobile device and its compatibility with such Services.
3. C) Third Party Software. There are software programs contained within the Application that have been licensed to Company by third parties. The references to Application as used herein shall include such third party software except where the term Application refers expressly to the ownership or other specific rights of Company. The same terms and conditions, including all limitations and restrictions, set forth in these Terms apply to each third party software program contained in the Application.

PROHIBITED ACTIONS

As a condition of the limited license granted to you hereunder, except as, and only to the extent, expressly permitted in these Terms or by Applicable Laws that cannot be waived by you in these Terms, you may NOT: (a) publish, display, disclose, rent, lease, loan, distribute, transmit, broadcast or otherwise exploit the any of the Services, Application or Content, or any part thereof; (b) modify or create derivative works based on any of the Services, Application or Content, or any part thereof; (c) copy, decompile, reverse engineer, disassemble, translate, adapt or otherwise reduce the Application to human readable form; (d) attempt to create the source code from the object code of the Application; (e) take any action that will infringe upon or misappropriate the intellectual property or other proprietary rights of the Company or any of its affiliates or third party software providers; (f) sublicense or assign the Application or Content; (g) use the Services or Application for unlawful purposes, nor use the Services to transport unlawful or hazardous materials, (h) use the Services to cause nuisance, annoyance, inconvenience or property damage to any Person, (i) transfer or assign your rights or obligations in connection with any Services or Application, or allow third parties to use or otherwise access your Account, (j) modify, sell, resell, copy, license, lease, sublicense, transfer, assign, market, distribute or commercially exploit the Services or the Application, (k) launch, create or otherwise perform any action which causes the intention of the Agreement – including the intention that there be only a single user able to access an Application from a single device – to be circumvented (such prohibited actions would include, without limitation and by way of example, installing, creating or using any programs, scripts or internet links which are capable, directly or indirectly, of making multiple server requests per second or which mirror any Services or the Application on more than the one device controlled by you); (l) deploy any programs, scripts or technologies for the purpose of scraping, indexing, surveying, or otherwise data mining any of the Services, or impairing, unduly burdening or unduly impeding any aspect, operation or functionality of any of the Services or any of their related systems or networks; (m) access the Services from an unauthorized or incompatible device, it being your obligation to ensure, amongst other, that you have downloaded the correct version of an Application for your device and can operate such Application from same, and that you are accessing the Application from an authorized access point (note that devices modified contrary to the manufacturer’s software or hardware guidelines are not compatible mobile devices); (n) use or otherwise access any of the Services: (i) to send or store any unlawful material or for fraudulent or unlawful purposes, (ii) in any way that interrupts, damages, impairs or renders less efficient any of the Services or the network, or compromises any of the Services or network in any way whatsoever, (iii) to cause nuisance, annoyance or inconvenience, (iv) to transfer files that contain viruses, Trojans, worms or other harmful programs, codes, files, data or similar, (v) to access or attempt to access the accounts of other Users or to penetrate or attempt to penetrate any security measures or obtain unauthorized access to the Services or network, (vi) to disseminate any content which is defamatory, obscene or may have the effect of being harassing, threatening or abusive to an individual or group of individuals on any basis, including on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability or otherwise, or (vii) to advertise or promote any products or services which have not been authorized in writing by the Company; or (o) reverse engineer, decompile, disassemble, unencrypt, make derivative works based upon, or reproduce any of the Services or the Application for any purpose (whether or not such purpose is competitive) (collectively, “Prohibited Actions”). You shall not cause or permit any Person in performing any of the Prohibited Actions. You must comply with the implementation and use requirements contained in all documentation associated with the Application, and you will be liable for all resulting damages suffered by you, the Company and third parties if you fail to comply.

Special Terms Applicable to AAR. An individual who has been duly pre-approved by the Access-A-Ride program administered by MTA New York City Transit (or any successor or replacement organization thereof) (“AAR”) to be eligible for reduced rates or special benefits (collectively, “Preferential Rates and Benefits”) in connection with a Taxi ride hailed, ordered or paid for through the Services (each, an “Authorized Taxi Ride”), is hereafter referred to as “Authorized AAR E-Hail Customer”. You acknowledge that Preferential Rates and Benefits may only be applied to an Authorized Taxi Ride where (a) the Authorized AAR E-Hail Customer who qualifies for such Preferential Rates and Benefits at the time of and in relation to the Authorized Taxi Ride, is a passenger of such ride, and (b) such ride is carried out for the direct and primary benefit of such Authorized AAR E-Hail Customer. IF YOU ARE AN AUTHORIZED AAR E-HAIL CUSTOMER, PLEASE BE ADVISED THAT ALLOWING FOR ANY PERSON (OTHER THAN YOURSELF) TO USE YOUR ACCOUNT OR OTHERWISE DERIVE ANY PREFERENTIAL RATES AND BENEFITS IN CONNECTION WITH SAME, IS STRICTLY PROHIBITED. You must at all times comply with the Terms and all rules and policies which may be established from time to time by AAR or otherwise under Applicable Laws in relation to Preferential Rates and Benefits applicable to Taxi rides. Your Account is strictly for your personal use, and you are responsible for keeping it secure at all times and ensuring no unauthorized access by a third party occurs. Authorized AAR Members must be prepared to show proof of their eligibility and qualification to receive Preferential Rates and Benefits at any time during an Authorized Taxi Ride. You recognize that the restrictions and requirements set forth in this paragraph (Special Terms Applicable to AAR Customers) are in addition to, and not intended to limit or replace, other requirements, covenants and provisions set forth elsewhere in the Terms which are applicable to you.

OWNERSHIP

The rights, title and interest in and to: (i) the Services (including any Application), (ii) the Data (as defined below), and (iv) all intellectual property rights and other rights (including, without limitation, copyrights, patents,  trade  secrets, logos, trademarks, graphics, photographs, animations, videos and text) in or to the Application or other Services, or otherwise protecting or pertaining to any aspect of the Services, shall be the sole and exclusive property of the Company or its licensors, as between Users and the Company. Without limiting the foregoing, you acknowledge that the Services (including, without limitation, the Advertising Content) contains material that is protected by copyright and other applicable intellectual property laws in the U.S. and other territories and by international treaty provisions. The Services (including, without limitation, the Advertising Content) is licensed to you by the Company solely for your use these Terms and all rights not specifically granted to you herein are reserved to the Company  (and to any third party with ownership rights in software used in the Services or Advertising Content). You may not remove any proprietary notice of the Company  or nay other party from any copy of the Services or Advertising Content. The Agreement does not grant you any rights to trademarks or service marks of the Company.  When used herein, “Data” means all data and information which are, at any time and from time to time, (i) submitted or available to you in connection with the Services, or (ii) tracked or otherwise collected by (or as a result of the use of) the Services are, together with any statistics generated or aggregated in whole or in part therefrom. You are therefore prohibited from removing, obscuring or modifying any trademark, copyright or other proprietary notice from any of the Services. For the avoidance of doubt, no rights are granted, transferred or assigned to you in connection with any of the brands, trademarks, logos, names or service marks of any of the Company, its affiliates or its licensors.

SOCIAL ACCOUNT

As a condition to access any of the Services, you may be able to create or login to your User account through online accounts you may have with third party social networking sites (each such account, an “SNS Account“) by either providing your SNS Account login information through any of the Services or allowing the Company or any of its affiliates to access your SNS Account. By granting the Company access to any SNS Accounts, you understand that the Company may access, make available and store any content that you have provided to and stored in your SNS Account including without limitation any friend, mutual friends, contacts or following/followed lists (the “SNS Content”) so that it is available on and through any platform of the Company to other Users. Unless otherwise specified in the Agreement, all SNS Content, if any, shall be considered to be your information. Depending on the privacy settings that you have set in such SNS Accounts, personally identifiable information that you post to your SNS Accounts may be available on and through the Company platform.

RISKS RELATED TO PUBLICATIONS, GEOLOCATIONAL DATA, AND OTHER

It is possible for others to obtain information about you that you provide, publish or post to or through the Services (including any profile information you provide) or during your access of the Services, and to use such information for a harmful purpose. We are not responsible for the use of any personal information that you disclose to other Users through the Services. Please be cautious about what you choose to disclose on or through the Services or release to others. The Company and its Group (including public organizations it collaborates with on transportation programs, such as AAR) disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users or hackers). Location data provided in connection with the Services is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither the Company, nor any of its affiliates or content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data displayed by, through or in connection with the Services. Any of your information, including geolocational data, which you upload, provide, or post on or through the Services may be accessible to the Company, its licensors, and certain Users. We have taken organizational measures designed to secure your personal information from accidental loss, and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

THIRD PARTY SERVICES

1. A) It is possible that services, goods and/or content of one or more third parties may be made available, accessed and/or displayed through or in connection with the Services (such services, goods and content being, collectively, the “Third Party Services”). Any Person providing Third Party Services are hereafter referred to as “Providers”. For example, the Services contain, may contain, or may display, broadcast or distribute, links to other websites owned and operated by third parties, as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties, all of which constitute Third Party Services. For the avoidance of doubt, Third Party Services include any and all services, goods and content of other Users (excluding yourself) and Providers. Third Party Services include, without limitation, any advertisements, messages or content of any third party which appear, are communicated and/or are made available, directly or indirectly, through any of the Services or are otherwise licensed or supplied to the Company by a third party, and shall be deemed to include any: (i) content (including, without limitation, images, text, audio, music, video, software or other information or materials) developed by a third party, (ii) any internet sites that are linked through an Application (other than a website of the Company), (iii) contents, products or services on or available from such internet sites or third party providers, and (iv) technology, intellectual property or other rights of any nature whatsoever licensed by or supplied to the Company by any third party in relation to any of the Services.  The disclaimers and limitations of liability made by the Company in this paragraph are made on behalf of the Company and the other ARRO Indemnitees.
2. B) The Third Party Services are not investigated, monitored or checked for accuracy, appropriateness, or completeness by the Company, and the Company shall in no case be responsible or liable for any Third Party Services. The Company and its affiliates do not endorse any such Third Party Services, nor any Persons providing the Third Party Services, and shall in no case be responsible or liable for any Third Party Services or for any Person providing Third Party Services. You acknowledge that different terms of use and privacy policies may apply to your use of any of Third Party Services. The Company cannot, and is not obligated to, enforce the terms of use or privacy policies applicable to Third Party Services.
3. C) Opinions, advice, statements, offers, or other information or content made available through any of the Services, but not directly by the Company, are those of their respective authors, and should not necessarily be relied upon. The authors of such opinions, advice, statements offers, or other information or content are solely responsible for such content. Under no circumstances will ARRO Indemnitees be responsible for any loss or damage resulting from your reliance on information or other content posted on or through the Services or otherwise disseminated by third parties. The Company reserves the right, but does not have the obligation, to monitor the materials posted in the public areas of the Services and remove any such material that in its sole opinion violates, or is alleged to violate, the law or the Terms or which might be offensive, illegal, or that might violate the rights of, or harm or threaten the safety of, Users or other third parties.
4. D) The Company is not responsible for the conduct, whether online or offline, of any user of the Services (including any Passenger or Driver). You are solely responsible for your interactions with other Users. We do not procure insurance for, nor are we responsible for, personal belongings left in any vehicle by Users. By downloading, using or accessing the Services, you agree to accept such risks and agree that the Group is not responsible for the acts or omissions of Users accessing the Services.

FEEDBACK

The Company is free to use any comments, information, ideas, concepts, reviews, recommendations, suggested improvements, techniques or any other information or material contained in any communication you may send to the Company at any time and from time to time (collectively, “Feedback”) through the Services (including, without limitation, via any Channel), without further compensation, acknowledgement or payment to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products, and creating, modifying or improving any of the Services. Furthermore, by submitting any Feedback to Company, or in responding to questionnaires, you grant Company a perpetual, non-exclusive, royalty-free irrevocable license and right to display, use, reproduce or modify the Feedback submitted in any media, software or technology of any kind now existing or developed in the future.

LEGAL AND REGULATORY REQUIREMENTS

1. A) You acknowledge and agree to comply at all times with all Applicable Laws, including any laws, rules and regulations (city, municipal, state, federal or other), applicable orders, decrees and judgments whenever you access Services. Additionally, by using the Services, you acknowledge that the Company and/or any other member of the Group is or may be subject to legal, statutory and regulatory requirements, as well as policies and directives issued by bodies and other Persons mandated to regulate any sector of the transport-for-hire and/or the payment industries, which are in effect at any time and from time to time (including, without limitation, those of the New York City Taxi and Limousine Commission) (collectively, the “Industry Requirements”). Notwithstanding anything else in the Agreement, you hereby consent to and agree that the Company and/or any member of the Group may perform any action regarding Users (including yourself) which is or are required, in the discretion of the Company, to enable its compliance with, or any of its affiliates’ or licensors’ compliance with, Industry Requirements (including, without limitation, any Industry Requirements which require or favor integration with, or data sharing with, third parties).
2. B) By using any Service, you expressly and unconditionally acknowledge and agree that no city, including the City of Chicago and the City of Houston, owns or operates any of the Application or other Services, and that you will act in compliance with all laws and rules of such jurisdictions (including those, where applicable, of the City of Chicago and the City of Houston) when using any of the Application or other Services.

FEES AND CHARGES

2. 2. A) Service Fees for E-Hail. For each Taxi ride that you originate by making a request for ground transportation via any Service, you may be charged a base service fee of up to two dollars ($2.00) per trip.
   3. B) Reservation Fee. Through the Services, you may have the option of scheduling a Taxi ride up to forty-eight (48) hours ahead of time (a “Scheduled Booking”). For each Scheduled Booking that results in a Taxi ride, you may be charged an additional Reservation Fee of up to three dollars ($3.00). For any Reservation Fee assessed in accordance with this paragraph, you agree to pay such amount to the Company and authorize the Company to charge such amount to a payment card associated with your Account. For the avoidance of doubt, the Reservation Fee is not applicable to a request for immediate ground transportation. You further acknowledge and agree that a Scheduled Booking is not guaranteed to result in a Taxi ride and that the Company makes no representation or warranty that a third party provider of ground transportation will be willing or available to provide you with ground transportation services at the time of your Scheduled Booking. Fees and charges pursuant to any of Paragraphs A) and B) of this Section (Fees and Charges) are hereafter referred to as “Booking Fees”.
   4. C) Cancellation Fee. If, after requesting a Taxi via any of the Services, you cancel that request ninety (90) seconds or more after such request has been accepted by a Taxi operator, or, after making a Scheduled Booking, you cancel the Scheduled Booking less than fifteen (15) minutes before the scheduled pick-up time, then you may be charged a cancellation fee of up to a maximum of ten dollars ($10.00). For any cancellation fee assessed in accordance with this paragraph, you agree to pay such amount to the Company and authorize the Company to charge such amount to a payment card associated with your Account.
   5. D) No-Show Fee. If you request a Taxi via a Service and do not cancel such request, the Taxi operator that has accepted the request for ground transportation will wait at the designated pickup location for at least five (5) minutes. If you make a Scheduled Booking and do not cancel such Scheduled Booking, the Taxi operator that has accepted your request for ground transportation will be instructed to arrive at the appointed pickup location within five (5) minutes of the scheduled pickup time and to wait at least five (5) minutes after the scheduled pickup time. If you fail to board the Taxi and hire it prior to the expiration of the applicable wait time, then you may be charged a no-show fee of up to ten dollars ($10.00). For any no-show fee assessed in accordance with this paragraph, you agree to pay such amount to the Company and authorize the Company to charge such amount to a payment card associated with your Account.
   6. E) Alternative Service Fee. For Services rendered in connection with each Taxi trip of a User paid for using the Services (including in connection with the warehousing, management, maintenance and searchability of historical trip information and receipts of a User related to any one or more Taxi rides associated with his or her account), an Alternative Service Fee of up to twenty five cents may be charged by the Company.
   7. F) Service Provider Fee. NOTWITHSTANDING ANY TERMS TO THE CONTRARY HEREIN, IF YOU ARE A DRIVER OR OTHER THIRD PARTY TRANSPORTATION PROVIDER IN THE CITY OF CHICAGO (OR IN ANY OTHER CITY WHERE ARRO OR THIRD PARTIES CHARGE FARES IN CONNECTION WITH TAXI RIDES WHICH ARE NOT BASED ON METERED FARES), YOU EXPRESSLY AND UNCONDITIONALLY ACKNOWLEDGE AND AGREE, THAT THE AMOUNT PAID TO YOU IN CONSIDERATION OF TRIP(S) PAID FOR, ORDERED OR OTHERWISE FACILITATED THROUGH THE SERVICES (“ARRO TRIP(S)”) WILL NOT NECESSARILY CORRESPOND TO A METERED FARE, AND MAY BE HIGHER OR LOWER THAN THE METERED FARE APPLICABLE IN YOUR JURISDICTION, THE WHOLE BASED ON A PRICING MODEL ESTABLISHED BY THE COMPANY OR A MEMBER OF THE GROUP (“NON-METERED RATES”). THE COMPANY MAY RETAIN FROM THE TOTAL CONSIDERATION EARNED BY A DRIVER IN CONNECTION WITH AN ARRO TRIP, INCLUDING THE NON-METERED RATES (“TOTAL TRIP PAYMENT”), A SERVICE PROVIDER FEE ESTABLISHED BY THE COMPANY, AT ANY TIME AND FROM TIME TO TIME. The Company shall endeavor to provide such amount on its website at ridearro.com/fees/.

THE COMPANY RESERVES THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, NOT TO CHARGE SOME OR ANY OF THE FEES CONTEMPLATED IN THIS SECTION. IN SUCH CASES, THE COMPANY IS NOT OBLIGATED TO NOTIFY YOU OF SUCH NON-CHARGING. BY ACCESSING THE SERVICES, YOU AGREE YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS SET FORTH IN THIS SECTION (FEES AND CHARGES) TO THE EXTENT THE COMPANY EXERCISES RIGHT TO THEIR PAYMENT.

AFFIRMATIVE COVENANTS

By accessing any of the Services, and without limiting any terms elsewhere provided in the Terms, you represent, warrant and covenant as follows: (a) you will ensure that your use of the Services and all User Content (as defined below) are at all times in compliance with applicable laws, rules, regulations, codes, ordinances, and orders of governmental authorities (whether state, federal, local, or otherwise) of the U.S. and of any jurisdiction in or from which you are using the Application or any other Service; without limiting the foregoing, you will comply with all U.S. and foreign export laws and regulations to ensure that neither the Application or the other Services, nor any related data or specifications are exported or re-exported; (b) all information and details provided by you to the Company (including at registration) are true, accurate and up-to-date in all respects, and you shall take all requisite measures to ensure such information and details are true, accurate and up-to-date at all times; and the Company may request reasonable proof of any such information from time to time, and in such a case, you hereby agree to provide us with same on a timely basis; (c) the Application contains valuable trade secrets and intellectual property rights belonging to the Company and is intended solely for your sole, personal and non-commercial use, and you will keep secure and confidential any credentials, password or identification which enables you to acquire, access or install the Application, (d) you will comply with all Applicable Laws while accessing or providing the Services, and you will be solely responsible for any violations of such provisions, and (e) you will not make any misrepresentation regarding the Company, its affiliates, the Services or (where applicable) your status as a Driver.

USER CONTENT

We may permit you to submit, upload, publish or make available on any Channel  or through other Services (including, for example, by way of any social media sites or third party platforms) content or information which is written, audio or visual (“User Content”). User Content can include, for example and without limitation, commentary, reviews and entries which are submitted in response to contests of the Company. Your User Content remains your property. However, when you provide any User Content to the Company, you grant to us a worldwide, perpetual, irrevocable, transferrable and royalty-free license to use, reproduce, broadcast, distribute, creative derivative works of, publicly and privately display or perform, or otherwise exploit in any manner such User Content in all formats and distribution channels present or future (including in connection with the Services on third-party sites and services), without further consent from you, notice from your, or payment to you or any other Person (the “Company License”). You represent and warrant that neither the User Content nor your making available of such User Content nor our use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any Applicable Laws. You agree and covenant that you shall in no case submit any User Content or make same available to Company unless you either constitute the sole owner of all User Content or have all permissions, rights, licenses, consents and releases necessary to grant the Company License. You are strictly prohibited from providing any User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, whether or not such material may be protected by law. We may, but are not required to, review, monitor, or remove User Content in our sole discretion at any time, with or without cause and for any reason, without notice to or consent from you.

PROMOTIONAL CODES

Where the Company, in its discretion, creates promotional codes or other features or benefits related to Services and/or a third party provider’s services, subject to the supplemental terms which the Company may establish on a per-promotional code basis (“Promo Codes”), you agree that such Promo Codes (i) must be used solely pursuant to the specific terms that the Company establishes for such Promo Code, and in all cases in a lawful manner, (ii) cannot be transferred, sold or reproduced in any manner or made publicly available, (iii) are not valid for cash. Promo Codes may expire before your use, or be disabled at any time by the Company for any reason, in each case without liability to the Company or its third party providers or affiliates. If we determine or believe that a benefit was obtained by you or a third party through access, use or redemption of a Promo Code in error, fraud, illegality, dishonesty or otherwise in violation of the terms and conditions applicable to such Promo Code terms or the Agreement, we reserve the right to retract or not grant such benefit.

INSPECTION

The Company reserves the right to monitor, audit or investigate at any time your access of the Services and/or the User Content to ensure your compliance with your legal and contractual obligations, but has no obligation to do so with respect to yourself or any other User. The Company reserves the right, at any time and without prior notice, to remove or disable your access to the Services, in whole or in part, or any content related thereto if it determines, in its sole discretion, that you are, or that there is reason to believe that you are or will be, in violation of the Agreement.

HARDWARE AND DEVICES

The Company does not guarantee that Services will function on any particular hardware or devices, nor that it will do so without any interruption, delay or malfunction. You are responsible for obtaining the data network access and compatible hardware or devices necessary to access and use the Services, the Application and any updates thereto. Any data and messaging rates and fees which may apply to your use of a wireless device shall be your responsibility. You shall be responsible for the compliance of your hardware or devices with all PCI DSS and PA DSS requirements, and shall be responsible for any breach therefore which results from such hardware or devices or from their data network access.  The Company attempts to be as accurate as possible. However, the Company does not warrant that the Services or their description shall is or shall be accurate, complete, reliable, current, or error-free. The Company provides services over the Internet, over which the Company has no control. The Company is not responsible for the availability of such networks and resources and does not endorse and is not responsible for such resources.

LIMITATION OF LIABILITY

IN NO EVENT SHALL THE ARRO INDEMNITEES BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY OTHER PARTY FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SERVICE, INCLUDING EACH CHANNEL AND APPLICATION AND SOFTWARE ASSOCIATED THEREWITH, OR OTHERWISE RELATED TO ANY SERVICE, APPLICATION, OR OTHER FEATURE OR FUNCTIONALITY ASSOCIATED WITH THE SERVICES. IN NO EVENT SHALL ARRO’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES FOR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE SERVICE, INCLUDING EACH CHANNEL AND APPLICATION AND SOFTWARE ASSOCIATED THEREWITH (OTHER THAN AS MAY BE REQUIRED BY ANY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FEES ACTUALLY RECEIVED BY THE COMPANY FROM YOU IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT, ACT OR OMISSION UNDERLYING SUCH PURPORTED LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE MAY BE BROUGHT BY YOU AGAINST ANY OF THE ARRO INDEMNITEES MORE THAN ONE (1) YEAR AFTER THE FIRST DAY THAT THE EVENT, ACT OR OMISSION GIVING RISE TO THE CAUSE OF ACTION OCCURRED. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

INDEMNIFICATION

When used below, “Losses” means judgments, settlements, awards, damages, losses, charges, liabilities, penalties, interest claims (including taxes and all related interest and penalties incurred directly with respect thereto), however described or denominated, and all related reasonable costs, expenses and other charges (including all reasonable attorneys fees and reasonable internal and external costs of investigations, litigation, hearings, proceedings, document and data productions and discovery, settlement, judgment, award, interest and penalties), however described or denominated.

You agree to indemnify and hold the ARRO Indemnitees harmless from any and all Losses incurred by any of them and defend against any claim arising out of or in connection with: (i) your use of any of the Services, (ii) any violation, misrepresentation, or breach of or by you of these Terms or any failure by you to comply with Applicable Laws, (iii) any dispute or litigation caused by your acts or omissions, (iv) any data, information or other content submitted by you, (v) the use of your Account, whether by your or a third party, (vi) any Transportation Disputes (as defined below), (vii) the commission of any Prohibited Actions, (viii) the violation of any third party rights caused by your actions, (ix) any allegation that any materials that you submit to us or transmit to us, including through any of the Services or any third party platforms (for example, by way of a posting on the passenger information monitor of a taxi or entry via social media site to a contest of the Company or an affiliate thereof), infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party, or (x) your dissemination of or participation in User Content. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Company, including rights to settle, and you agree to cooperate with the defense and settlement of these claims. The Company will use reasonable efforts to notify you of any claim, action or proceeding brought by a third party that is subject to the foregoing indemnification upon the Company becoming aware of it. This indemnity shall be applicable without regard to the negligence of the other party, including any indemnified person.

TRANSPORTATION DISPUTES

Any disputes or complaints regarding any transportation services must be directed to the Taxi owner, dispatcher, manager, driver or operator providing such services (“Transportation Dispute”). The Company will not be a party to any complaints, negotiations, litigation or other disputes between you and such third party Taxi owners/dispatchers/managers/drivers/operators regarding any Transportation Dispute. You agree to release the ARRO Indemnitees from and against any and all Losses arising out of a Transportation Dispute. Further, you agree that you will not involve any ARRO Indemnitees in any litigation or other dispute arising out of or related to any services, arrangement or other agreement with a Taxi owner, dispatcher, manager, driver or operator or other third party in connection with the Services, including, without limitation, any Transportation Dispute. If, in breach of this provision, you attempt to do so, you will be liable for all Losses incurred by the ARRO Indemnitees in connection therewith.

DISCLAIMER OF WARRANTIES

THE SERVICES, INCLUDING EACH CHANNEL AND ALL SOFTWARE ASSOCIATED THEREWITH, OR ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED WITH THE SERVICE, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR GUARANTEES OF ANY KIND OR NATURE (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER). NONE OF THE ARRO INDEMNITEES (AS DEFINED BELOW) MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE, EACH CHANNEL AND ANY SOFTWARE ASSOCIATED THEREWITH. THE COMPANY DOES NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR USE OF THE SERVICE (INCLUDING USE OF ANY CHANNEL OR ANY SOFTWARE ASSOCIATED THEREWITH) OR FUNCTIONALITIES WILL BE COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR ERROR-FREE, OR WILL MEET YOUR REQUIREMENTS. THE COMPANY DOES NOT GUARANTEE OR PROMISE ANY SPECIFIC RESULTS FROM ACCESS OR USE OF THE SERVICES, INCLUDING ANY CHANNEL OR SOFTWARE ASSOCIATED THEREWITH,  INCLUDING THE ABILITY TO PROVIDE OR RECEIVE SERVICES AT ANY GIVEN LOCATION OR TIME OR TO ENSURE THAT A TAXI, DRIVER, PASSENGER, OR THIRD PARTY PROVIDER WILL COMPLETE AN ARRANGED TRANSPORTATION SERVICE. YOU AGREE THAT THE COMPANY MAY ELIMINATE OR OTHERWISE MODIFY ANY OR ALL ASPECTS OF THE SERVICE, INCLUDING FEATURES, WITHOUT COMPENSATION OR NOTICE TO YOU. THE COMPANY SPECIFICALLY DISCLAIMS LIABILITY FOR THE USE OF MOBILE DEVICES, THIRD PARTY WEBSITES, LINKS OR CONTENT (INCLUDING, WITHOUT LIMITATION, ADVERTISING CONTENT), THE INTERNET, ANY TRANSPORTATION SERVICES USED BY YOU (INCLUDING THE TAXIS) AND APPLICATION AND RELATED SOFTWARE (INCLUDING THEIR CONTINUING COMPATIBILITY WITH THE SERVICE). TO THE EXTENT ALLOWABLE BY LAW, ARRO INDEMNITEES AND LICENSORS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES (IMPLIED OR OTHER) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA ANY CHANNEL OR OTHERWISE VIA THE SERVICE IS ACCURATE, COMPLETE OR CURRENT. THE COMPANY DOES NOT REPRESENT OR GUARANTEE THAT YOUR USE OF THE SERVICE WILL BE FREE FROM INTERRUPTION, LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING OR OTHER SECURITY INTRUSION AND THE COMPANY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT THERETO. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY OR ITS AFFILIATES, LICENSORS, OR AUTHORIZED REPRESENTATIVE(S) SHALL CREATE A WARRANTY OR OTHERWISE CONSTITUTE A REPRESENTATION BINDING UPON THE COMPANY OR ITS AFFILIATES, LICENSORS, OR AUTHORIZED REPRESENTATIVES. WE DISCLAIM LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, CONNECTIVITY AND AVAILABILITY OF ANY OF THE SERVICES OR RELATED PLATFORMS AND SYSTEMS.

THE COMPANY FURTHER DOES NOT MAKE ANY WARRANTIES, REPRESENTATIONS OR GUARANTIES OF ANY KIND OR NATURE THAT: (A) THE APPLICATION (INCLUDING ITS INSTALLATION, PERFORMANCE, ACCESS OR USE), SERVICES, ANY INTERNET SERVICE, SERVER OR NETWORK WILL BE FREE FROM BUGS, UNINTERRUPTED, ERROR-FREE, DELAY-FREE OR SECURE; (B) THE APPLICATION OR OTHER SERVICES WILL BE USEABLE IN COMBINATION WITH ANY OTHER SYSTEM OR DEVICE, OR COMPATIBLE WITH YOUR MOBILE DEVICE OR THIRD PARTY CARRIER; (C) THE APPLICATION OR OTHER SERVICES WILL BE IMPROVED OR CORRECTED IN THE EVENT IT IS DEFECTIVE OR UNDERPERFORMS; OR (D) OTHER USERS WILL COMPLY WITH APPLICABLE LAWS AND REGULATIONS, OR ACT IN A MANNER THAT DOES NOT CAUSE YOU TO SUFFER HARM OR LOSSES. ARRO INDEMNITEES SHALL NOT BE RESPONSIBLE FOR ANY OF THE PRECEDING, OR ANY LOSSES ASSOCIATED THEREWITH. THE COMPANY IS NOT RESPONSIBLE AND WILL HAVE NO LIABILITY FOR HARDWARE, SOFTWARE OR OTHER GOODS OR SERVICES PROVIDED BY ANY THIRD PERSON. THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO OR USE OF THE APPLICATION, AND ANY THIRD PARTY SERVICES OR PRODUCTS, REMAINS SOLELY WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW.

DISCLAIMER FOR THIRD PARTIES

2. 2. 1. A) NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE COMPANY PLAYS NO ROLE IN ASSESSING THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTY PROVIDERS, THIRD PARTY CONTENT, USER CONTENT OR THIRD PARTY DEALINGS. YOU EXPRESSLY WAIVE AND RELEASE THE COMPANY AND THE GROUP FROM ANY AND ALL LOSSES ARISING FROM OR RELATED TO ANY AND ALL THIRD PARTY PROVIDERS, THIRD PARTY DEALINGS, THIRD PARTY CONTENT OR USER CONTENT. THE COMPANY AND THE GROUP ARE NOT RESPONSIBLE FOR THE PERFORMANCE, TIMELINESS OR QUALITY OF TRANSPORTATION SERVICES OR ANY FAILURE RELATING TO SUCH TRANSPORTATION SERVICES. TRANSPORTATION SERVICES PAID FOR THROUGH THE APPLICATION ARE ENTIRELY THE RESPONSIBILITY OF THE THIRD PARTY PROVIDER WHO ULTIMATELY PROVIDES SUCH SERVICES TO YOU. AS A RESULT, YOU ACKNOWLEDGE THAT YOU MAY BE EXPOSED TO TRANSPORTATION THAT IS POTENTIALLY DANGEROUS, HARMFUL, UNSAFE OR OTHERWISE OBJECTIONABLE, EITHER TO YOURSELF OR TO OTHERS, AND THAT YOU ACCESS AND USE THE APPLICATION AND SUCH SERVICES AT YOUR OWN RISK. YOU EXPRESSLY WAIVE AND RELEASE THE COMPANY AND THE GROUP FROM ANY AND ALL ANY LOSSES WHICH ARISE FROM OR RELATE TO ANY THIRD PARTY PROVIDER OR SERVICES PROVIDED BY SAME.
      2. E) Each of Apple, Inc. (“Apple”), Creative Mobile Technologies, LLC (“CMT”), Google Inc., Microsoft Company and Blackberry Limited (each, a “Technology Beneficiary”) will be a third party beneficiary to this contract if you access the Services using any Application developed for Apple iOS, Android, Microsoft Windows, Blackberry-powered mobile or CMT and CMT licensed devices, respectively. None of the Technology Beneficiaries is a party to the Agreement, which you hereby acknowledge, and as such: (i) none of them are responsible for the provision or support of the Services in any manner whatsoever, (ii) none of them are responsible for the Services, including the Application and its content, performance, maintenance, possession, use or support, (iii) none of them are responsible for addressing any direct claims or third party claims of any nature whatsoever related to the Services (including any product liability claims and claims arising under consumer protection or similar laws and regulations), (iv) to the greatest extent permitted by law, none of the Technology Beneficiaries make any representation or warranty with respect to the Services. Your access of the Services using these devices is subject to the terms set forth in the applicable Technology Beneficiary’s terms of service. In the event you acquire, access or install any Services through the virtual Apple Store or Google Play or any store and/or business operated or managed by another Technology Beneficiary (the applicable one, and any similar commerce or replacement thereof, being the “Application Business or Store”), you agree to comply with the terms, conditions and policies established by such Technology Beneficiary and with all applicable third party terms, conditions and policies which apply to such Services as in effect at any time and from time to time. This paragraph applies to any version of the Application that you acquire from any Application Business or Store.  This Agreement is entered into between you and the Company. The third party beneficiaries are not a party to the Agreement and shall have no obligations in connection with nor any responsibility for the Services, including the Application and the content thereof. Upon your acceptance of the Agreement, the Technology Beneficiary shall have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third party beneficiary thereof.
      3. F) This Agreement incorporates by reference the Licensed Application End User License Agreement published by Apple at https://www.apple.com/legal/internet-services/itunes/appstore/dev/stdeula/, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and the Agreement, the terms of the Agreement shall control.

RELEASE

In the event that you have a dispute with one or more Users or Providers, you agree to release the ARRO Indemnitees from any and all claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes with other Users and/or Providers or to your use of or participation in the Services. Furthermore, you expressly waive any rights you may have under California Civil Code Section 1542 (or analogous laws of other states), which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” The Company reserves the right, but has no obligation, to monitor disputes between you and other Users or Providers.

TERMINATION

You may cancel your subscription with the Company at any time by simply closing your account in accordance with the instructions made available to you on the Application or through any platform by or through which Services are provided. Notwithstanding anything to the contrary, the Company may restrict, suspend or terminate this Agreement, the Services and/or your access to the Services in its sole discretion, with or without cause, at any time. In the event of any termination of the Agreement, in whole or in part, you and the Company acknowledge and agree that any term which is by its nature intended to survive termination or that  is reasonably necessary to accomplish or enforce the purpose of these Terms will survive any termination of these Terms or your use of the Service and remain in effect thereafter in accordance with their terms, including, without limitation, this Section (Termination) and those Sections entitled (i) Disclaimer of Warranties; (ii) Service Fees; (iii) Payments and Payment Processing; (iv) Ownership; (v) Third Party Services; (vi) Fees and Charges; (vii) Affirmative Covenants; (viii) Legal and Regulatory Requirements; (ix) Inspection; (x) Hardware or Devices; (xi) Indemnification, (xii) Disclaimer of Third Parties;  (xiii) Limitation of Liability; (xiv) Release; (xv) Security, (xvi) Goods and Services, (xviii) User Content, (xix) Transportation Disputes, (xx) Miscellaneous.   Additionally, the Company shall be entitled to continue to use the information then obtained or made available to it in accordance with the Privacy Policy.  For avoidance of doubt, but without limiting the foregoing, any terms set forth in this Agreement pursuant to which any liability or responsibility of Company and/or any other ARRO Indemnitee is limited or disclaimed by any of them, shall survive the termination of this Agreement for any reason.

MISCELLANEOUS

2. 2. 1. A) Complete Agreement. The Terms, as amended or supplemented at any time and from time to time in accordance with the Terms, comprise the entire agreement between you and the Company and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and the Company regarding the subject matter of the Agreement.
      2. B) Schedules. The Schedules to this Agreement, being limited those set forth below, form an integral part of this Agreement and and are incorporated herein by reference:

Schedule A – Driver Rights and Obligations

Schedule B – Driver Payment Card Agreement

2. 2. 1. C) Waivers and Enforceability. All waivers must be in writing. The failure of you or the Company to insist upon strict performance of any provision of the Agreement, or to exercise any right provided for herein, shall not be deemed to be a waiver for the future of such provision or right, and no waiver of any provision or right shall affect the right of the waiving party to enforce any other provision or right of the Agreement. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.
      2. D) New Versions; Enhancements. The Company may, from time to time in its sole discretion, release new versions, upgrades, enhancements or modifications of any Application. Any such updates will be electronically delivered to your mobile device, and you agree that the terms and conditions of these Terms shall apply to all such updates. If you fail to install any such new versions, upgrades, enhancements or modifications, the Service may not function as intended.
      3. E) Cumulative Rights.All rights and remedies available to either you or the Company under the Agreement shall be cumulative, may be exercised singularly or concurrently, and shall not be deemed exclusive. If any legal action is brought to enforce any obligations hereunder, the prevailing party shall be entitled to receive its attorneys’ fees, court costs and other collection expenses, in addition to any other relief it may receive.
      4. F) No Joint Venture.No joint venture, partnership, employment, or agency relationship exists between you, on the one hand, and the Company, any Technology Beneficiary, any Provider or any affiliate of any of them, on the other, as a result of the Agreement or use or other access of any of the Services.
      5. G) Assignment, Transfer and Delegation. The Agreement may not be assigned by you without the prior written approval of the Company but may be assigned without your consent and without notice being delivered to you, by the Company. The Company may assign or otherwise transfer any of its rights and/or obligations, or otherwise transfer or delegate the performance of any one or more obligations (including any Company Payment Services or any Merchant of Record duties and obligations within the meaning of the Driver Payment Card Services Terms) under the Agreement, at any time and from time to time, in its sole discretion and without prior written consent of or notice to Driver or User being required.
      6. H) Third Party Beneficiaries.The Agreement is not intended to give rights to anyone except you and the Company. Notwithstanding the preceding sentence, however, you and the Company acknowledge and agree that each Technology Beneficiary and its subsidiaries are third party beneficiaries of the Agreement as related to your license of any Services sourced through such Technology Beneficiary and that, by using any of the Services (which may include, amongst other, the Application), you agree and accept that such Technology Beneficiary and its subsidiaries will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the Services against you as a third party beneficiary thereof.
      7. I) Dispute Resolution. You and the Company agree that the Agreement and any dispute of any sort that might arise between you and the Company (or you and any affiliate of the Company) shall be governed by and construed in accordance with the laws of the State of New York and United States federal law applicable therein, without giving effect to its conflict of laws principles or rules and without reference to the Convention of Contracts. YOU HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK COURT OR FEDERAL COURT SITTING FOR THE COUNTY OF QUEENS, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK OR FEDERAL COURT. YOU AND COMPANY HEREBY AGREE THAT COPIES OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS MAY BE SERVED TO YOU IN ANY SUCH ACTION OR PROCEEDING BY MAILING, REGISTERED OR CERTIFIED MAIL, OR DELIVERING A COPY THEREOF TO THE ADDRESS YOU HAVE REGISTERED WITH THE COMPANY, AS IT THEN APPEARS IN THE RECORDS OF THE COMPANY. YOU AND COMPANY AGREE THAT A JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. Nothing herein contained shall affect the right of the Company to serve legal process in any other manner permitted by law or to bring any action or proceeding against you or your property in the courts of other jurisdictions. You hereby irrevocably waive any objection which you may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to the Agreement in any New York or Federal Court sitting for the County of Queens, New York, and hereby further irrevocably waive any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. WITH RESPECT TO ANY DISPUTE, CLAIM, ACTION OR PROCEEDING ARISING FROM OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, YOU EXPRESSLY AND IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY AND CONSENT TO ARBITRATION AS SET FORTH IN THE FOREGOING ARBITRATION PROVISION.
      8. J) Communications. You agree and consent to receive electronically all communications, agreements, documents, notices, statements and disclosures (collectively, “Communications”) that the Company provides in connection with your Account and your use of the Services. Communications will be delivered by (a) posting a notice or message through the Channels; or (b) sending electronic mail to the email address associated with your Account. All Communications will be considered received by you within 24 hours of the time such Communication is posted to any Channel or emailed to you. You also agree that your electronic signature on any agreements or documents in connection with the Service has the same effect as a physical signature. If you agree within the Channels, or by other means, to receive standard rate text messages from or with respect to the Service, you may receive an initial text message during the account registration process containing a confirmation code, and you may have the option to receive text messages from the Company containing your receipts. Message and data rates may apply. Message frequency based upon use. To opt out (opt out will be confirmed via text message), Users should follow instructions communicated to them through any of the Channels. Text messaging is not available in all areas. Not all mobile devices may be supported. The Company is not responsible for the successful delivery or any delays in your receipt of text messages. The Company reserves the right to suspend or terminate this feature, in its sole and absolute discretion, at any time, with or without notice to you.
      9. K) Information Retention. Information is retained in accordance with our Privacy Policy, which can be accessed at: https://www.ridearro.com/privacy/
      10. L) You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to the business, operations and properties of the Company or any of its affiliates, including User or Provider information (“Confidential Information”) disclosed to you by the Company or any of its affiliates, for your own use or for any purpose other than as expressly permitted herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to the Company with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by the Company or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of the Company; becomes known to you, without restriction, from a source other than the Company without breach of the Agreement by you and otherwise not in violation of the rights of the Company or any of its affiliates; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that you shall provide prompt notice of such court order or requirement to the Company to enable it to seek a protective order or otherwise prevent or restrict such disclosure.
      11. M) No Agency. You and the Company are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by the Agreement.

 

 

SCHEDULE A

ADDITIONAL TERMS APPLICABLE TO DRIVERS

 

This Schedule A of the Terms shall apply only to Users who are Drivers. Users who qualify as Drivers must comply with the terms of this Schedule A in addition to any other obligations applicable to Users and which are set forth elsewhere in the Terms. This Schedule A:

2. 2. 1. Purpose; Driver Rights. Notwithstanding anything else contained in the Agreement, you shall not use the Services for any purpose other than to enable passengers to book and manage their own reservations for automobile transport (and pay for same using the Application), or enable passengers to pay using the application if they did not use the e-Hail feature; the whole subject to the restrictions and prohibitions set forth hereinabove in the Terms. You shall comply with all applicable rules, laws and regulations when accessing the Services. IT IS UP TO EACH DRIVER TO DECIDE WHETHER OR NOT TO OFFER A RIDE TO A PASSENGER CONTACTING HIM OR HER THROUGH THE SERVICES, AND IT IS UP TO THE PASSENGER TO DECIDE WHETHER OR NOT TO ACCEPT A RIDE FROM ANY DRIVER CONTACTED THROUGH THE SERVICES. ANY DECISION BY A USER TO OFFER OR ACCEPT SERVICES ONCE SUCH USER IS MATCHED THROUGH THE SERVICES IS A DECISION MADE IN SUCH USER’S SOLE DISCRETION. EACH TRANSPORTATION SERVICE PROVIDED BY A DRIVER TO A PASSENGER SHALL CONSTITUTE A SEPARATE AGREEMENT BETWEEN SUCH PERSONS.
      2. Additional Driver Representations and Warranties. In addition to the representations and warranties set forth in the Terms, and without limiting the same, by accessing any of the Services (including any time you accept a trip offer sent to you through your in-vehicle equipment) you represent and warrant that you: (i) have all the appropriate licenses, approvals and authority to provide taxi and/or for-hire ground transportation services to passengers in all jurisdictions in which you provide Services and are authorized and medically fit to operate a motor vehicle, (ii) own or have the legal right to operate the vehicle you use and that such vehicle meets all relevant safety standards and all applicable statutory and state department of motor vehicle requirements for a vehicle of its kind, and (iii) have valid insurance cover for your vehicle and services. You acknowledge and agree that you must comply with the requirements set forth in items (i), (ii) and (iii) of this paragraph at all times, failing which you must immediately cease all use of the Application.
      3. Additional Driver Covenants. In addition to the acknowledgements and covenants set forth in the Terms, and without limiting same, by using the Application you expressly acknowledge and agree to the following:
      4. Limited Control. The Company has limited control over the nature and content of information and chat transmitted or received by you or other Users. Although the Company reserve the right to do so at any time and from time to time, it does not monitor such content in the usual course of business and will not be liable for any such content.
      5. Third Party Content. You shall in no case perform any action which restricts, or has the reasonable effect of restricting, access to or visibility of Third Party Services which include any content.
      6. Reporting Information. In relation to the reporting information that the Company provides, the Company uses all reasonable endeavors to ensure that such information is accurate; however, the Company cannot guarantee that it will always be accurate. Consequently, you should use your own judgment when acting on the basis of information provided by the Company or on its behalf.
      7. Passenger Conduct. The Company is not responsible for the behavior, actions or inactions of passengers, whether or not they are users of the Application. Any contract for the provision of taxi and for-hire ground transportation services is between you and the user of such services, and not the Company or any of its affiliates. You acknowledge hereby that the Company simply provides a platform to introduce drivers and passengers and may facilitate payments in certain circumstances.
      8. Payment. As a Driver, you may receive fees from the Company, which it sets in its sole discretion. The Company will process all payments due to you through its third party payments processor. You acknowledge and agree that such amounts shall not include any interest and will be net of any amounts that we are required to withhold by law. The Company reserves the right to withhold all or a portion of ride fees if it believes that you have attempted to defraud or abuse the Company or the payment systems it uses (whether or not such payment systems are managed by an affiliate or third party). The Company does not provide payment protection or guarantees in relation to payment for any services rendered in connection with or in furtherance of the Application or other services, including with respect to any payment or hailing transaction. This means that you will bear the risk in the event that a transaction proves to be fraudulent or unauthorized. You acknowledge that payment providers may ask that the Company or any of its affiliates conduct an audit of your activities to ensure compliance with PCI requirements, payment regulations and standards, or any Applicable Laws, and you agree to co-operate fully with any such audit. You further agree that you will co-operate with the Company and any of its affiliates in relation to any financial crime screening that is required and to assist the Company or any of its affiliates in complying with any laws, regulations and Industry Requirements (including, without limitation, any card or financial institution rules or policies).
      9. Promotions. The Company, in its sole discretion, may make available promotions with different features to any Drivers or prospective Drivers in accordance with Applicable Laws and its Privacy Policy. These promotions, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with the Company.
      10. Payment Card. Drivers shall be bound by and shall comply with the Driver Payment Card Agreement joined to these Terms as SCHEDULE Bof the Terms (see below). The rights and obligations set forth in the Driver Payment Card Agreement shall be in addition to, and not in replacement of, these Terms.  For avoidance of doubt, the Driver Payment Card Agreement do not apply to any person or entity that is not a driver.

 

 

SCHEDULE B

DRIVER PAYMENT CARD AGREEMENT

This Driver Payment Card Agreement (collectively, as amended or supplemented in accordance with the terms set forth below in this Schedule A, the “Driver Payment Card Terms”) shall apply to every Driver wishing to be paid, in whole or in part, fares and other amounts which may be charged by Company from time to time to person(s) or entity(ies) which are intended by the Company to be remitted to Driver, and all such payments shall be subject to the terms and conditions set forth below.  Each of Company and Driver are sometimes individually referred to herein as “Party” and, collectively, as the “Parties”. When used herein, “Vehicle” means a taxicab or other for-hire road vehicle permitted to be operated pursuant to Applicable Laws in the jurisdiction where such vehicle operates.

WHEREAS, Driver wishes to have Company serve as the merchant of record for credit and debit transactions that are processed, in whole or in part, via Company’s technologies and systems (collectively, with any replacements and additions thereto, the “System”) and to pay Driver via a Company-branded Bank of America Visa prepaid card;

WHEREAS, Company will perform substantial support services to perform the payment obligations (“Company Payment Services”) and Driver acknowledges and agrees that Company shall be compensated for the Payment Services;

NOW THEREFORE, THE DRIVER AGREES AS FOLLOWS:

2. 2. 1. Bank of America Cardholder Agreement Required. Each Driver who will be paid through Company Payment Services will be required to agree to the terms of a Bank of America Commercial Prepaid Personal and Business Cardholder Agreement (“BOA Agreement”) and the terms, conditions and policies of Company at any time in effect (collectively, the “Agreement”), including supplying Company with all necessary information to establish an account for Driver. Driver agrees to complete such information form(s) as are reasonably requested by Company or Bank of America from time to time (“Information Form”) accurately and authorizes Company to communicate such information as necessary or useful to give effect to the BOA Agreement or the Agreement. All fees to be charged to Driver by Bank of America, including any ATM or wire transfer fees, shall be governed by the terms of the BOA Agreement. Driver acknowledges that Company does not control and has no authority to modify the term or conditions, including the fees charged, contained in the BOA Agreement.
      2. Payment Services. Upon the acceptance of the BOA Agreement and issuance by Bank of America of the driver payment card, Company and/or a designee selected by Company to this end (“Designee”) will serve as the merchant of record for transactions conducted by Driver in the course of its licensed and commercial operation of a vehicle and remunerated through Company in conformity with the Agreement (“Transactions”). Company reserves the right to modify the Designee from time to time, in its sole discretion. Company and any third party Designee (if any) which Company may appoint as merchant of record from time to time are each referred to hereafter as “Merchant of Record”.  Company will pay Driver in accordance with the frequency reasonably determined by Company, with the objective of daily payment.
      3. Payment Services Fee. Driver agrees to pay Company and authorizes Company to withhold from any amounts it remits to Driver, an amount determined by Company at any time and from time to time, which shall be on the date of sign-up by such Driver an amount equal to the payment services fee and fee described at drivearro.com/feesor on the Information Form applicable to such Driver (collectively, all such amounts are referred to hereafter as the “Payment Services Fee”), in consideration for the Company Payment Services. Company may change the Payment Services Fee from time to time. By continuing to accept Company Payment Services after any such modification(s) or amendment(s), Driver hereby agrees to and accepts such modification(s) and incorporates them herein as part of the Agreement (and such revised fees shall, for the avoidance of doubt, supersede the original fees set forth in the Information Form). Where a Driver does not agree to such changes it has the right to opt out from using the Services in accordance with the terms of the Agreement. This right of opt-out from providing Services shall be the only recourse of Driver in such a case. For the avoidance of doubt, the terms of the Agreement (including, inter alia, those set forth in the Section above entitled Termination) shall survive such opt-out. Driver hereby agrees that the Payment Services Fee shall be immediately due and payable to Company upon the occurrence of any and all transactions.
      4. Company (and, if applicable, any Designee, selected by Company from time to time to serve as a merchant of record in connection with the Transactions) may be subject to inquiries and reversals (chargebacks) on transactions performed by Driver, which may be assessed fees by the credit card processor. Driver agrees to reimburse Company (and, if applicable, any such Designee) and authorizes Company (and, if applicable, any such Designee) to withhold from any amounts it remits to Driver, all such fees and reversed charges.
      5. Driver Log-In Required. Driver must operate the System properly and in conformity with instructions provided by Company and its agents in order to receive funds via Company Payment Services for transactions that occur in the vehicle it operates. Company shall bear no responsibility for payment which is misdirected by the improper use by any end user or by Driver of the System or as a result of any action or omission by Driver, including, amongst other, any failure by Driver to maintain information in the Information Form up to date; any failure of Driver to correctly operate the System; and any failure of Driver to comply with the Terms or the Agreement as a whole).
      6. Unauthorized Transactions. Driver hereby agrees, as a condition of receiving the benefits of Company Payment Services, to conduct all electronic payment card transactions associated with Company services exclusively through the System. Failure to comply with the Agreement shall entitle Company, in addition to any other legal remedy available to it contractually or at law, to immediately cease all performance hereunder without notice to Driver. Driver agrees that Company may disable the login credentials of Driver in the event Company is made aware of any use of the System which is inconsistent with the Agreement, the present Agreement or the BOA Agreement.
      7. Other Violative Activities. Company (and, if applicable, any Designee) reserves the right to take all action necessary to comply with its requirements as the merchant of record, and Driver hereby agrees to assist and collaborate with the Company (and, if applicable, any Designee) in complying with all such requirements and deliver any and all documents requested to this end by the Company, the whole on a timely and diligent basis. Actions by Driver which may cause Company (and, if applicable, any Designee) to be in violation of its obligations as merchant of record, including, but not limited to, the unauthorized retention of passenger information, misuse of the System, or tampering or modification of the System, and any actions of Driver which create a risk to the network or System of Company (collectively, “Violative Activities”), shall be deemed a material breach of the Agreement and shall entitle Company (and, if applicable, any Designee), in addition to any other legal remedy they may possess, to immediately cease all performance hereunder without notice to Driver. Notwithstanding any terms to the contrary, Driver agrees that Company may suspend or disable the login credentials of Driver in its sole discretion at any time and from time to time, including in the event Company is made aware of or believes that such Violative Activities have occurred or are imminent.
      8. Compliance. Driver shall at all times during the Term comply with all: (a) policies, rules and requirements of Company during the Term, (b) Applicable Laws, regulations and orders, (c) the BOA Agreement, and (d) the terms and conditions of Company.
      9. Term & Termination.This Agreement shall commence as of the date last executed below and shall continue until such time, subject at all times to compliance with the BOA Agreement, the Agreement and the terms hereof (including Paragraph 8 above), as Driver terminates the Agreement, provided it has provided five (5) days’ prior written notice of termination to Company at support@drivearro.com. Notwithstanding anything to the contrary, Driver hereby agrees that Company or the Designee (if any) may withhold any amounts that are subject to inquiry or pending reversal following termination until such time as those items are resolved.
      10. Information. Driver shall supply, in a form acceptable to Company, all information necessary to apply for a driver payment card from Bank of America, and execute all documentation necessary to effectuate the issuance of such card, at any time and from time to time (including, without limitation, the Information Form). The information supplied by Driver shall be complete and accurate, and Driver shall update such information promptly in the event of any change thereto. Driver authorizes Company to communicate any and all information of Driver (including, without limitation, personal information) to third parties which reasonable require such information, including BAMS, regulatory and public bodies (including the City of Houston for Drivers operating in such jurisdiction, and any affiliated agencies, including Houston First), and associated entities which reasonably require such information.
      11. Representations and Warranties. Driver represents and warrants that it has the necessary approvals and authorizations required, both at law and pursuant to any agreements or orders applicable to Driver, to comply with the terms of the Agreement (including, where he is not the Vehicle owner, from the owner of the Vehicle which Driver operates), and that none of the execution, delivery and performance of the Agreement will cause Driver to violate the rights of any third party or otherwise.
      12. General. The Driver Payment Card Terms shall apply to the Driver. Driver represents and acknowledges expressly that the Driver Payment Card Terms are the only terms and conditions applicable to payments due to such driver by the Company pursuant to the Agreement, and that no other promises, undertakings or consideration has been promised to Driver in connection with its provision of any services in connection with or in relation to the System. The Company may modify or supplement the terms of the Driver Payment Card Terms at any time and from time-to-time. By continuing to accept Company Payment Services after any such modification(s) or amendment(s), Driver hereby agrees to and accept such modification(s) and incorporate them herein as if fully set forth in the Agreement. Company (or, if one has been appointed, Designee of same) will have the right to deduct or offset amounts due but not yet paid by Driver (whether pursuant to the Agreement or otherwise), from and against amounts payable by Company or such Designee under the Agreement.