***THIS CONTRACT CONTAINS A BINDING MUTUAL ARBITRATION PROVISION (INCLUDING A CLASS ACTION WAIVER). BY ACCEPTING THIS AGREEMENT, YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND AGREE TO BINDING ARBITRATION.***
5. Conflict with Other Agreements
6. Proprietary Rights
10. User Representations
11. Prohibited Uses
12. Disclaimer of Defects
13. Disclaimer of Warranties
14. Limitation of Liability
15. Exclusions and Limitations
16. Release and Indemnification
17. Term and Termination
18. Text Messaging; E-Mails
19. Dispute Resolution
20. Miscellaneous Terms
21. Use of the App
22. Additional Terms Applicable to iOS Devices
23. Contact Information
While you may browse the Technology Platform without creating an account on the Technology Platform (an “Account”), you will be required to have an Account in order to use certain features of the Technology Platform. You will be required to be an approved member of ReachNow’s Services and enter into a Membership Agreement (as defined below) in order to access or participate in the ReachNow Services, such as the Carsharing Services, the Ridesharing Services, and Reserve. Your Account username and password are personal to you and you are responsible for keeping your username and password confidential. You may not allow anyone else to access your Account and you may not sell or transfer your Account. You may not use anyone else’s Account. You will immediately notify ReachNow in writing if you discover any unauthorized use of your Account. ReachNow may require you to change your username or password if ReachNow determines, in its sole discretion, that your username and password are no longer confidential. ReachNow may immediately deny access to, and delete, your Account if the Membership Agreement is terminated.
5. Conflict with Other Agreements.
6. Proprietary Rights.
You hereby acknowledge that ReachNow owns all rights, titles and interest in and to the Technology Platform and to any and all proprietary and confidential information contained therein (the “ReachNow Information”). The Technology Platform and ReachNow Information are protected by applicable intellectual property and other laws, including patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree that you will not (and will not allow any third party to) (a) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer or disassemble the Technology Platform or otherwise attempt to derive source code from the Technology Platform; (b) copy, distribute, transfer, sell or license the Technology Platform; (c) transfer the Technology Platform to, or use the Technology Platform on, a device other than an mobile or other computing device that is: (i) compliant with the applicable terms and conditions of the online application store you may use to download, install, and run the App or access the Website and (ii) owned by you or owned by someone who has authorized you to use such device for accessing the Technology Platform (each an “Authorized Device”); (d) take any action to circumvent, compromise or defeat any security measures implemented in the Technology Platform; (e) use the Technology Platform to access, copy, transfer, retransmit or transcode Content (as defined below) or any other content in violation of any law or third party rights; (f) remove, obscure, or alter ReachNow’s (or any third party’s) copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed through the Technology Platform.
You acknowledge that the Technology Platform may contain or provide access to information, software, photos, video, text, graphics, music, sounds or other material provided by ReachNow or third parties (collectively, “Content”) that are protected by copyrights, patents, trademarks, trade secrets or other intellectual property laws, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. For the avoidance of doubt, references to Content shall include User Content. The Content posted by you via the Website and/or the App (“User Content”) is your intellectual property and or that of your licensors, if any. ReachNow does not claim any ownership rights in such User Content. By posting User Content via the Technology Platform, however, you hereby grant to ReachNow a limited, transferable, nonexclusive, worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, modify, edit, adapt, publish, translate, display, distribute, sell, sublicense and create derivative works and compilations incorporating such User Content for purposes of providing the Technology Platform. You may not (or enable others to) copy, distribute, display, modify, or otherwise use the Content except as it is provided to you through the Technology Platform. ReachNow and its licensors make no representations or warranties regarding the accuracy or completeness of the Content.
10. User Representations.
10.2 Representations Related to Posting. In the event that you post any User Content via the Technology Platform, you hereby make the following additional representations and warranties to ReachNow: (a) you are owner of such User Content or otherwise have the right to grant ReachNow the licenses granted pursuant to this Agreement; (b) you have secured any and all consents necessary to post the User Content and to grant the foregoing licenses; (c) the User Content does not violate the rights of any third party, including, without limitation, the intellectual property, privacy or publicity rights of any third party; and (d) all factual information contained in the User Content is true and accurate.
11. Prohibited Uses.
PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS AND LIMITATIONS:
12. Disclaimer of Defects.
REACHNOW USES REASONABLE EFFORTS TO MAINTAIN THE TECHNOLOGY PLATFORM, BUT REACHNOW IS NOT RESPONSIBLE FOR ANY DEFECTS OR FAILURES ASSOCIATED WITH THE TECHNOLOGY PLATFORM, ANY PART THEREOF, ANY CONTENT POSTED USING THE TECHNOLOGY PLATFORM, OR ANY DAMAGES (SUCH AS LOST PROFITS OR OTHER CONSEQUENTIAL DAMAGES) THAT MAY RESULT FROM ANY SUCH DEFECTS OR FAILURES. THE TECHNOLOGY PLATFORM MAY BE INACCESSIBLE OR INOPERABLE FOR ANY REASON, INCLUDING, WITHOUT LIMITATION: (A) EQUIPMENT MALFUNCTIONS; (B) PERIODIC MAINTENANCE PROCEDURES OR REPAIRS WHICH REACHNOW MAY UNDERTAKE FROM TIME TO TIME; OR (C) CAUSES BEYOND THE CONTROL OF REACHNOW OR WHICH ARE NOT FORESEEABLE BY REACHNOW.
13. Disclaimer of Warranties.
14. Limitation of Liability.
TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT REACHNOW SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF REACHNOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE TECHNOLOGY PLATFORM OR ANY CONTENT; (B) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE TECHNOLOGY PLATFORM OR OTHERWISE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; OR (D) ANY OTHER MATTER RELATING TO THE TECHNOLOGY PLATFORM OR ANY CONTENT. IF YOU ARE DISSATISFIED WITH THE TECHNOLOGY PLATFORM, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE TECHNOLOGY PLATFORM AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. TO THE MAXIMUM EXTENT ALLOWED BY LAW, IN NO EVENT SHALL REACHNOW’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE TECHNOLOGY PLATFORM OR ANY AMOUNT RETAINED BY REACHNOW FOR PROVIDING YOU WITH ACCESS TO THE TECHNOLOGY PLATFORM.
15. Exclusions And Limitations.
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN SECTIONS 12, 13 AND 14 WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND REACHNOW’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
16. Release and Indemnification.
16.1. Release. You agree to release ReachNow, its members, managers, officers, employees and agents, from any and all liability and obligations whatsoever in connection with or arising from your use of the Technology Platform. If at any time you are not satisfied with the Technology Platform or object to any material within the Technology Platform, your sole remedy is cessation of use thereof. IF YOU ARE A CALIFORNIA RESIDENT OR COULD OTHERWISE CLAIM THE PROTECTIONS OF CALIFORNIA LAW, YOU FURTHER EXPRESSLY WAIVE THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO THE CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND SECTION 1542 OF THE CALIFORNIA CIVIL CODE, AND YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER THAT SECTION AND ANY LAW OF ANY JURISDICTION OF SIMILAR EFFECT WITH RESPECT TO YOUR RELEASE OF ANY CLAIMS YOU MAY HAVE AGAINST REACHNOW.
16.2. Indemnification. You agree to defend, indemnify and hold harmless ReachNow, its officers, members, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including attorneys’ fees and costs and expenses, arising out of or in any way connected with (a) your access to or use of the Technology Platform or any part thereof; (b) any User Content you post via the Technology Platform; (c) a breach or alleged breach by you of any of your representations, warranties, covenants or obligations under this Agreement; (d) infringement or misappropriation of any intellectual property or other rights of ReachNow or third parties by you; (e) any negligence or willful misconduct by you; or (f) any other claim related to your performance under this Agreement.
17. Term and Termination.
18. Text Messaging; E-Mails.
By creating an Account, you agree that ReachNow may send you informational text (SMS) messages and e-mails as part of the normal business operation of your use of the ReachNow Technology Platform and related Services. You may not opt out of receiving text (SMS) or e-mails related to the Technology Platform, the ReachNow Services, or your use of any vehicle provided by ReachNow.
19. Dispute Resolution.
19.1. Arbitration. Any dispute, claim or controversy arising out of or relating to the Technology Platform, this Agreement or the breach, termination, enforcement, interpretation or validity of this Agreement, including the determination of the scope or applicability of this agreement to arbitrate (a “Dispute”), shall be determined by arbitration in the area surrounding your location (the “Home Area”) before a single arbitrator, except that if you are an Oregon resident, it will be determined by arbitration in Oregon. The arbitration shall be administered by the American Arbitration Association (“AAA”) in accordance with AAA Consumer Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction. This provision shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
19.2. Conduct of Arbitration. The arbitration will be commenced by the claimant Party filing a demand for arbitration with the administrator of AAA and serving the demand on the opposing Party. Within thirty (30) calendar days of the date the demand for arbitration is filed, the Parties will select an arbitrator by following the AAA Consumer Arbitration Rules’ appointment procedures. Except as may be required by law, neither Party nor the arbitrator may disclose the existence, content or results of any arbitration under this Agreement without the prior written consent of both Parties. The arbitrator’s award will be in writing accompanied by a reasoned opinion and a written statement of the essential findings and conclusions on which the award is based.
19.3. Costs. The arbitrator shall determine how the costs and expenses of the arbitration will be allocated between the Parties, and may award attorneys’ fees.
19.4. Limitation of Liability. In any arbitration arising out of or related to this Agreement, the arbitrator may not award any incidental, indirect or consequential damages, including damages for lost profits, or any punitive to exemplary damages.
19.5. Limitation on Time to File Claims. IF YOU DO NOT FILE A DEMAND TO ARBITRATE A DISPUTE WITHIN ONE (1) YEAR AFTER THE DISPUTE ACCRUES, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
19.6. Arbitration is on an Individual Basis Only; Class Arbitration Waiver. THE PARTIES AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND THAT THIS AGREEMENT DOES NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. NOTWITHSTANDING THE ARBITRATOR’S POWER TO RULE ON HIS OR HER OWN JURISDICTION AND THE VALIDITY OR ENFORCEABILITY OF THE AGREEMENT TO ARBITRATE, THE ARBITRATOR HAS NO POWER TO RULE ON THE VALIDITY OR ENFORCEABILITY OF THE AGREEMENT TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS. IN THE EVENT THE PROHIBITION ON CLASS ARBITRATION IS DEEMED INVALID OR UNENFORCEABLE, THEN THE REMAINING PORTIONS OF THIS SECTION 19 WILL REMAIN IN FORCE.
19.7. Applicable Law. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the state in which the Home Area is located, exclusive of conflict or choice of law rules. The Parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).
20. Miscellaneous Terms.
20.1. Relationship of the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture, agency or employment relationship between the Parties. Neither Party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other Party.
20.2. Expenses. You acknowledge and agree that any expenses that you incur in furtherance of this Agreement are voluntary in nature and are made with the knowledge that this Agreement may be terminated as provided herein. You shall not make a claim against ReachNow, and ReachNow shall not be liable with respect to the recoupment of any expenditures or investment made by you in anticipation of the continuation of this Agreement beyond the term hereof.
20.3. Headings. The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting and construing this Agreement.
20.4. Entire Agreement; Survival. This Agreement, including any other agreements or additional terms referenced herein, constitutes the complete and exclusive statement of the Agreement between the parties with respect to the Technology Platform and Content offered via the Technology Platform, and, unless otherwise expressly provided herein, it supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Website or Content. The provisions of this Agreement that by their content are intended to survive the expiration or termination of this Agreement, including, without limitation, provisions governing ownership and use of intellectual property, proprietary rights, export restrictions, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination and interpretation of this Agreement, will survive the expiration or termination of this Agreement for their full statutory period.
20.5. Certain Laws Inapplicable to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement.
20.6. Access from Outside of the United States. ReachNow makes no representation that the Website, Content or other material or information on the Website is appropriate to or available in locations outside of the United States. You may not use the Website or export Content in violation of United States export laws, regulations or restrictions. If you access the Website from outside of the United States, you are responsible for compliance with all applicable laws.
20.7. No Waiver. No waiver by either Party of any breach of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any other such breach, or a waiver of any other breach of this Agreement.
21. Use of the App.
21.1. Scope. Subject to the terms and conditions of this Agreement, you are hereby granted the non-transferable right to use the App solely for personal, non-commercial purposes.
21.2. Proper Use and Compliance with Laws. You may not use the App in any manner that may impair, overburden, damage, disable or otherwise compromise (a) ReachNow’s Services; (b) any other Party’s use and enjoyment of ReachNow’s Services; (c) the services and products of any third parties (including, without limitation, any Authorized Device), or (d) the Technology Platform. You agree to comply with all local laws and regulations governing the downloading, installation and/or use of the App, including, without limitation, any usage rules set forth in the online application store terms of service
21.3. Updates to the App. From time to time, ReachNow may automatically check the version of the App installed on the Authorized Device and, if applicable, provide updates for the App (“Updates”). Updates may contain, without limitation, bug fixes, patches, enhanced functionality, plug-ins and new versions of the App. By installing the App, you authorize the automatic download and installation of Updates and agree to download and install Updates manually if necessary. Your use of the App and Updates will be governed by this Agreement (as amended by any terms and conditions that may be provided with Updates).
21.4. ReachNow May Disable the App. ReachNow reserves the right to temporarily disable or permanently discontinue any and all functionality of the App at any time without notice and with no liability to you.
21.5. Export Restrictions. ReachNow does not represent that the App is appropriate or available for use in any geographical location. If you choose to use the App, you are solely responsible for compliance with all applicable laws. The App is subject to U.S. export controls and may not be downloaded, exported or re-exported: (a) into (or to a national or resident of) Cuba, Iran, North Korea, Sudan, Syria, or any other country with respect to which the United States maintains trade sanctions prohibiting the shipment of goods; or (b) to anyone on or acting on behalf of an entity on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Denied Persons List or Entities List or included in General Order 3 (15 C.F.R. Part 736, Supplement 1), which prohibits exports to Mayrow General Trading, affiliated entities and persons, and specified persons involved in the manufacture or sale of Improvised Explosive Devices (together referred to as “U.S. Prohibited Party Lists”). By downloading and/or using the App, you represent and warrant that you are not (a) located in or a national or resident of any country noted above that is subject to U.S. trade sanctions, or (b) on any U.S. Prohibited Party List or acting on behalf of any person or entity on any such list.
21.6. Rating Each Trip. After each trip that book through the ReachNow Services, the App will prompt you to rate such trip. If you do not rate such trip, you will not be able to book another trip until you complete the rating requirement.
22. Apple iOS Terms
The following terms only apply if you install, access, or use the App on any device that contains the iOS mobile operating system developed by Apple Inc. (“Apple”). If you use the App on an Apple-manufactured device, and if there is any conflict between the terms in this Section and other terms in this Agreement, the terms in this Section will control.
- Acknowledgement. You acknowledge that this Agreement is concluded solely between the Parties, and not with Apple. ReachNow, not Apple, is solely responsible for the App and the content thereof. You further acknowledge that the usage rules for the App are subject to any additional restrictions set forth in the Usage Rules for the Apple App Store Terms of Service as of the date you download the App (the “Usage Rules”), and in the event of any conflict, the Usage Rules shall govern if they are more restrictive. You acknowledge and agree that you have had the opportunity to review the Usage Rules.
- Scope of License. The license granted to you is limited to a non-transferable license to use the App on any Apple-branded products that you own or control as permitted by the Usage Rules.
- Maintenance and Support. You and ReachNow acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
- Warranty. You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. The Parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of ReachNow. However, you understand and agree that in accordance with this Agreement, ReachNow has disclaimed all warranties of any kind with respect to the App, and therefore, there are no warranties applicable to the App.
- Product Claims. You and ReachNow acknowledge that as between Apple and ReachNow, ReachNow, not Apple, is responsible for addressing any claims you may have, as limited by this Agreement, or claims of any third party relating to the App or your possession and/or use of the App, subject to ReachNow’s indemnification rights, including, but not limited to (i) product liability claims, (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation.
- Intellectual Property Rights. The Parties acknowledge that, in the event of any third party claim that the App or your possession and use of the App infringe that third party’s intellectual property rights, ReachNow, and not Apple, will be responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required under this Agreement.
- Legal Compliance. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
- Third-Party Terms of Agreement. You agree to comply with any applicable third-party terms when using the App.
- Third-Party Beneficiary. The Parties acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement, and that, upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.
23. Contact Information.
If you need to contact ReachNow about the Technology Platform, you may do so by calling (844) 732-2466, by emailing email@example.com or by writing to: ReachNow | 2118 3rd Avenue | Seattle, WA 98121.