ENVOY TECHNOLOGIES INC. TERMS OF SERVICE
Effective Date: September 27, 2021
These Terms of Service (“Terms”) are a legal contract between You and Envoy Technologies Inc. or Envoy’s territorial licensees (such as Kowa), as the case may be (collectively, “Us” or “Our” or “We” or “Envoy”; collectively with You, “Everyone”) and govern Your use of (i) the Envoy Vehicle Services (as defined herein); (ii) any of Our websites (the “Website”); (iii) Our mobile application (the “App”); and (iv) all the text, data, information, software, graphics, photographs and more (the “Materials”; collectively with the Envoy Vehicle Services, the Website and the App, the “Services”) that We and Our affiliates may make available to You.
READ THESE TERMS CAREFULLY BEFORE USING ANY OF THE ENVOY VEHICLE SERVICES. YOUR CHECKING THE TERMS OF SERVICE BOX AND/OR YOUR USE OF THE SERVICES INDICATES THAT YOU HAVE BOTH READ, UNDERSTAND AND ACCEPT THESE TERMS. YOU CANNOT USE THE SERVICES IF YOU DO NOT UNDERSTAND AND ACCEPT THESE TERMS.
PLEASE BE ADVISED THAT EACH ENVOY VEHICLE IS EQUIPPED WITH A VIDEO RECORDING DEVICE THAT MAY, AT VARIOUS TIMES, BE USED TO RECORD ACTIONS AND BEHAVIOR WITHIN THE ENVOY VEHICLE OR IN THE SURROUNDING AREAS OUTSIDE OF THE ENVOY VEHICLES. YOU SHOULD HAVE NO EXPECTATION OF PRIVACY WHEN YOU ARE INSIDE OR OPERATING THE VEHICLE.
We are a mobility service company that allows public and private property operators to provide a car sharing platform offering access to on-demand vehicles, and electric vehicle charging, operated and maintained by Us (the “Envoy Vehicles”) that are located on-site at the property or in other designated areas (the “Location”) for personal use by the Location’s community members through Envoy’s smartphone App (collectively, the “Envoy Vehicle Services”)
ENVOY MAY DENY YOUR USE OF THE SERVICES, OR REVOKE YOUR MEMBERSHIP OR ANY OF THE LICENSES GRANTED HEREIN, IN OUR SOLE AND ABSOLUTE DISCRETION. YOU AGREE TO ALLOW US TO CHARGE YOUR PAYMENT CARD FOR ANY DAMAGE THAT YOU CAUSED TO THE ENVOY VEHICLE, ANY PENALTIES SET FORTH BELOW, AS WELL AS ANY FINES OR TICKETS THAT YOU RECEIVED DURING YOUR USE OF THE ENVOY VEHICLE SERVICES.
NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER, THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO THE RESOLUTION OF DISPUTES YOU MAY HAVE WITH THE COMPANY. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.
We may alter the Services We offer You and/or choose to modify, suspend or discontinue the Services at any time and without notifying You. We may also change, update, add or remove provisions (collectively, “modifications”) of these Terms from time to time. We will inform You of any modifications to these Terms by sending you notification via email or text message, or posting them on the Website and App and if You have registered with Us, by presenting You with the modifications to the Terms when You log into Your Account (as defined herein).
If You object to any such modifications, Your sole recourse shall be to cease using the Services. Continued use of the Services following notice of any such modifications indicates that You acknowledge and agree to be bound by the modifications. Also, these Terms may be superseded by expressly-designated legal notices or terms located on particular pages of the Website or App. These expressly-designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded.
By using the Services, You agree that You are at least 18 years of age.
We invite You to use the Services for individual, consumer purposes, or to drive for the gig economy (Uber, Lyft) (“Permitted Purposes”). Subject to these Terms, We grant You a limited, personal, non-exclusive and non-transferable license to use the Services. You have no other rights in the Services and You may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit the Services in any manner. If You make copies of any part of the Services while engaging in Permitted Purposes then We ask that You be sure to keep on the copies all of Our copyright and other proprietary notices as they appear on the Services.
If You breach any of these Terms, the above license will terminate automatically, and You must immediately destroy any downloaded or printed Materials (and any copies thereof).
In order to use the Envoy Vehicle Services, You must successfully register for an account with Us (the “Account”). To register for an Account, You must submit the following information through the account registration page on the App:
A working email address;
First and last name (and middle name if you have one);
Mobile phone number (if you are without one, a home phone number);
Photo of Your face (taking in accordance with the requirements set forth in the App);
Photo of the back and front of Your driver’s license (United States driver’s license or international driver’s license subject to Our approval in Our sole discretion) (Your “Driver’s License”);
Photo of a valid credit card or debit card with at least $100 of funds in the account.
Before You can use the Envoy Vehicle Services, You will also be asked (i) to verify Your Account by entering a code sent to Your mobile phone number and (ii) to add Location details and, if applicable, enter a code for the Location. Additionally, depending on Your plan, You may be requested to pay an Application Fee as described in “Subscriptions and Fees” below. You may also provide additional, optional information so that We can provide You a more customized experience when using the Services. Once You submit the required registration information, We alone will determine whether or not to approve Your proposed account and may deny Your application and / or Your use of the Services (Your “Membership”) in Our sole and absolute discretion. If approved, You will be notified to complete Your registration. For so long as You use the Account, You agree to provide, and when necessary to update Your account with, true, accurate, current, and complete information which can be accomplished by logging into Your Account and updating the information. If You forget Your password, We will send a password update to Your provided email address upon request.
You are responsible for complying with these Terms when You access the Services, whether directly or through any Account. Because it is Your Account, it is Your job to obtain and maintain all equipment and services needed for access to and use of The Services as well as paying related charges. It is also Your responsibility to maintain the confidentiality of Your password(s), including any password of a third-party site that We may allow You to use to access the Services. You agree to keep Your password and Your Account login details safe and secure and you are prohibited from providing those details to anyone else. Should You believe Your password or security information for access to the Services has been breached in any way, You must immediately notify Us.
USAGE FEES AND OTHER COSTS.
To use the Envoy Vehicle Services, You must (i) complete the account registration process set forth above; and (ii) pay fees that accrue based on the amount of time that you use the Envoy Vehicles (“Usage Fees”; collectively with any other fees that may apply, such as Application Fee and Subscription Fees, the “Fees”). Details on the Fee structure is located at [https://www.envoythere.com/fees-and-subscription]. Each Membership and the rights and privileges thereof are personal and non-transferable. We reserve the right to penalize you, which may include termination of your membership and / or monetary penalties, if you are found to have shared your membership credentials, including your property code and personal login details, with any third party. You, likewise, may not allow anyone to drive an Envoy Vehicle using your account. All sales and payments of Fees will be in US Dollars. All Fees are non-refundable under any circumstances.
You may pay the Fees only with a valid debit card, credit card (Visa, MasterCard, American Express, and Discover) or such other payment options as Envoy may permit in its sole and absolute discretion (collectively “Payment Card”). We will charge Your Payment Card for the Fees that come due. If the credit card information You have provided is incorrect or incomplete or if We are unable to complete the transaction due to Your error or omission, We may attempt to contact You and inform You of the problem; however, failure to provide accurate and complete payment or billing information may result in the delay or cancellation of Your membership. If You fail to pay appropriate Fees as they come due, Your Subscription will be cancelled and You will not receive the benefits of the Membership, including access to the Envoy Vehicles. You may also accrue late charges or penalties as set forth below.
You agree to pay all applicable fees and charges related to Your use of the Envoy Vehicle Services provided for You which are described fully here including any Usage Fees. You also agree to allow Us to charge Your Payment Card for any damage that You caused to the Envoy Vehicle as well as any Fines (as defined herein) that You received during Your use of the Envoy Vehicle Services. By providing a Payment Card, You expressly authorize Us to charge the applicable fees, charges and expenses on said Payment Card as well as taxes and other charges incurred, all of which depend on Your particular pricing plan . You agree to pay for all Envoy Vehicle Services used by You and You agree that We may charge Your Payment Card for all such Envoy Vehicle Services.
We will only provide refunds in our sole and absolute discretion. You agree that We may charge any unpaid fees, charges and expenses to Your provided Payment Card and/or send You a bill for such unpaid fees.
ENVOY VEHICLE RULES.
When using the Envoy Vehicle Services, You agree to follow the following Envoy Vehicle Rules (the “Envoy Vehicle Rules”):
When using the Envoy Vehicle Services, You agree to the following:
You will use and operate the Envoy Vehicle in a safe manner in compliance with all laws and regulations and in compliance with these Terms.
You will maintain a valid United States driver’s license, or international drivers license, at all times while using the Envoy Vehicle Services.
You will not permit anyone else to drive or operate the Envoy Vehicle that is reserved through Your Account and You will be financially responsible if anyone else uses such Envoy Vehicle.
You will not drive the Envoy Vehicle outside of the United States. You will only drive the Envoy Vehicle within the state in which the Location where You pick up the Envoy Vehicle is located.
You will return the Envoy Vehicle to the Location where You picked up the Envoy Vehicle.
You will not park any vehicles that are not Envoy Vehicles in any parking space at the Location that is designated for Envoy Vehicles only.
You will only park the Envoy Vehicle in legal parking spaces and You will be responsible for any fees and costs should the Envoy Vehicle get towed away.
You will be responsible for any Violation that You may receive while using the Envoy Vehicle Services or as a result of unlawfully parking the Envoy Vehicle.
You will return the Envoy Vehicle to a parking space that has been specifically designated for the Envoy Vehicle and plug the Envoy Vehicle into a charging station at the Location, if applicable, when You return the Envoy Vehicle.
You are responsible for any loss of or damage to the Envoy Vehicle during Your reservation that are caused by You or Your passengers up to full cost of damages or loss if You have driven recklessly or have not followed these Terms.
We authorize Your use of the Services only for Permitted Purposes. Any other use of the Services beyond the Permitted Purposes (the “Unauthorized Activities”) is prohibited and, therefore, constitutes unauthorized use of the Services. This is because as between You and Us, all rights in and to the Services remain Our property.
Unauthorized use of the Services may result in violation of various United States and international laws, including copyright laws, and liability to Envoy. So, unless You have written permission from Us stating otherwise, You are not authorized to use the Services in any of the following ways (these are examples only and the list below is not a complete list of everything that You are not permitted to do):
Falsely claim an identity other than Your own identity, impersonate any person, or otherwise misrepresent Yourself or use a fake identification document;
For any public or commercial purpose which includes use of the Services on another site or through a networked computer environment;
In a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of the Services;
In a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;
To stalk, harass, or harm another individual;
To impersonate any person or entity or otherwise misrepresent Your affiliation with a person or entity;
To interfere with or disrupt the Services or servers or networks connected to the Services;
To use any data mining, robots, or similar data gathering or extraction methods in connection with the Services; or
Attempt to gain unauthorized access to any portion of the Services or any other accounts, computer systems, or networks connected to the Services, whether through hacking, password mining, or any other means.
Unauthorized Driver Fee. In the event that you allow an unauthorized driver to operate an Envoy Vehicle during any reservation period, you will be charged an “unauthorized driver fee” of $500 at Envoy’s sole discretion plus any additional costs for repair and/or damages resulting from the breach of this Agreement. Payment of the unauthorized driver fee does not imply Envoy’s Membership or insurance coverage for the unauthorized driver. An unauthorized driver shall mean any driver that is operating a vehicle under another user’s account, false credentials, false username and/or false legal name, with invalid or expired driver’s license.”
Tow Fee and Out-of-Bounds Returns. If you park, abandon, or leave an Envoy Vehicle without any battery charge or outside of our service area, thus requiring Envoy to intervene on your behalf, you will be charged for the cost of towing the Envoy Vehicle and any other costs associated with Envoy’s intervention if . Such return fees may be applied if the Envoy Vehicle is returned at the incorrect parking space within a garage or lot, a parking card is lost or a garage ticket improperly pulled, lights are left on resulting in a dead battery, or any other instance where a Member returns an Envoy Vehicle negligently or improperly.”
MISCONDUCT AND PENALTIES
The following details various acts and forms of misconduct that are prohibited and the corresponding penalty that we may charge your account should we determine, in our sole and absolute discretion, that you have engaged in such misconduct:
IN THE EVENT OF AN ACCIDENT.
In the event of an accident or other incident involving a Vehicle, you must follow the incident procedures outlined below, and provide ENVOY and its agents with a copy of any reasonably requested information relating to the incident, the allocation of fault or liability, and costs and expenses associated with the incident, including any applicable insurance coverage.
Member’s Damage Responsibility. As permitted by law, you are responsible for any loss of or damage to the Vehicle resulting from any cause (“Member’s Damage Responsibility”) including but not limited to collision, rollover, theft, vandalism, seizure, fire, flood, hail, or other acts of nature or God regardless of fault. Damages include our estimated repair cost, or if, in our sole discretion, we determine to sell the Vehicle in its damaged condition, you will pay the difference between the Vehicle’s retail fair market value before it was damaged and the sales proceeds. Where permitted by law, you authorize us to charge you for the actual cost of repair or replacement of lost or damaged items such as glass, mirrors, and antenna, as part of the rental charges upon return. If the Vehicle is stolen and not recovered you will pay us the Vehicle’s fair market value before it was stolen. As part of our loss, you will also pay for loss of the Vehicle, without regard to our fleet utilization, plus an administrative fee for processing the claim, costs associated with the recovery of the Vehicle, plus towing and storage charges, if any. You are not responsible for normal wear and tear on the Vehicle. Before each reservation please check the car inside and out and report any damage via the ENVOY application.
Authorization to Recover. ENVOY may recover Member’s Damage Responsibility by charging the payment method that you have in place with ENVOY or through other collection methods available to ENVOY and, for rentals commencing in New York, to the extent the cost of damage and liability have been agreed upon between you and ENVOY. You hereby authorize ENVOY to collect these amounts by charging the debit or credit card that you have on file with ENVOY.
In the event that You are involved in an accident while using the Envoy Vehicle Services, You will comply with the following procedure:
Immediately move to a location that is a safe distance from the Envoy Vehicle taking into consideration ongoing traffic and any noticeable damage to the vehicle.
Once you have moved a safe distance from any danger, call 911 from your mobile device or the nearest available telephone and await the arrival of emergency personnel. Cooperate fully with emergency personnel once they arrive.
Collect all information regarding any others involved in the accident, including their name, phone number and contact information if they have insurance.
Call the Envoy customer assistance number through the app’s air call feature or at 866-610-0506 and provide Envoy with a full explanation regarding the incident, any police or accident reports, and the information collected from other individuals involved.
Report all claims to Zurich HelpPoint via one of the following methods:
E-mail: To report a claim by email, send a claim report to email@example.com. Confirmation and claim number will be sent within 24hours. (Please type “New Loss” in the subject line)
Phone: To report a claim by phone call (888) 680-8005 toll free. Confirmation and claim number will be given via claims specialist immediately.
Fax: To report a claim by fax call (402) 963-5329. Confirmation and claim number will be sent via postal mail upon receipt and processing of claim.
Postal Mail: To report a claim by postal mail, mail your claim form to the address below. Confirmation and claim number will be sent via postal mail upon receipt and processing of claim.
PO Box 542003
Omaha, NE 68154
If you have any questions or require additional information, please contact the claims team at (402) 963-5000, option 3 or (800) 228-9283, option 3, during the business hours of 7:30am to 4:30pm CST, or by emailing firstname.lastname@example.org
Fully cooperate with Envoy’s investigation into the accident and participate in such follow up calls and meetings as shall be required to fully resolve the meeting.
IN THE EVENT THAT, DURING YOUR USE OF THE ENVOY VEHICLE SERVICES, YOU RECEIVE ANY TRAFFIC TICKET, FINE, FEE, CITATION, PENALTY, VIOLATION OR FAIL TO APPROPRIATELY PAY A TOLL WHEN DUE (COLLECTIVELY “FINE”), ENVOY MAY PROVIDE YOUR PERSONAL INFORMATION TO THIRD PARTY FINE PAYMENT SERVICE TIKD SERVICES LLC (“TIKD”) (www.Tikd.com) FOR THE SOLE PURPOSE OF RESOLVING ANY OUTSTANDING FINE. TIKD MAY SUBSEQUENTLY BILL YOU FOR SUCH FINE AMOUNTS THAT TIKD PAID. BY AGREEING TO THESE TERMS, YOU HEREBY AGREE THAT ENVOY MAY RELEASE YOUR PERSONAL INFO TO TIKD FOR THE SOLE AND EXCLUSIVE PURPOSE OF RESOLVING ANY FINE THAT ARISE DURING THE COURSE OF YOUR USE OF THE SERVICE. YOU MAY REVIEW THE TIKD TERMS OF SERVICE HERE: https://tikd.com/static/files/Terms_of_Services.pdf
BACKGROUND AND OTHER CONSUMER REPORTS.
By using the Envoy Vehicle Services, You hereby acknowledge and agree that We have the right, but not the obligation, to use a third-party consumer reporting agency and other third party service providers to run periodic background, department of motor vehicles driving record and history and other consumer reports (collectively, “Reports”) on You in connection with Your use of the Services.
You understand and agree that We may utilize the information from these Reports to approve Your Membership, assess Your qualifications to use the Services, and that We retain the right to deny Your Membership or terminate Your Account based on the information in these Reports. You hereby represent, understand and expressly agree that We do not have control over or assume any responsibility for the quality, accuracy, or reliability of the information included in these Reports. BY AGREEING TO THESE TERMS AND USING THE ENVOY VEHICLE SERVICES, YOU AGREE TO ALLOW US TO OBTAIN, REVIEW, AND CONSIDER THESE REPORTS.
If You use the Envoy Vehicle Services, You represent and warrant that You are eligible to use the Envoy Vehicle Services by meeting the following eligibility requirements:
You possess (a) a valid driver’s license, or (b) proof of a foreign driver’s license sufficient to lawfully enable You to operate a motor vehicle in the Location where You are driving the Envoy Vehicle.
You must be either (i) at least 21 years of age; (ii) if the Location You are using the Envoy Vehicle Services at is a university, then at least 18 years of age; or (iii) if You are using the Envoy Vehicle Services in Sacramento, then at least 18 years of age.
You have not been convicted in the last 5 years of any of the following motor vehicle violations:
Driving while driver’s license is restricted (except for corrective lens), suspended, revoked or denied;
Vehicular manslaughter, negligent homicide, felonious driving or felony with a vehicle;
Operating a vehicle while impaired, under the influence of alcohol or illegal drugs, or refusing a sobriety test;
Failure to stop or identify after a crash (includes leaving the scene of a crash; hit and run; giving false information to an officer);
Eluding or attempting to elude a law enforcement officer;
Traffic violations resulting in death or serious injury; or
Any other significant violation warranting restriction or suspension of license.
Additionally, if You are between the ages of 18 and 21, You have not been convicted in the past 1 year of any moving violation or any of the forgoing motor vehicle violations listed under the previous bullet point.
You are otherwise eligible under and will comply with all applicable laws and regulations, including any export controls, economic sanctions, or other related laws and regulations, in relation to Your use of the Services.
You consent to and authorize Us and Our affiliates, to the extent permitted by applicable law, to perform or have performed a background check of You and of Your driving history and/or driving record as described in “Background and Other Consumer Reports” section above.
Furthermore, in order to be eligible to use the Envoy Vehicle Services, You agree to the following:
You will immediately notify Us by email at email@example.com in the event Your driver’s license expires or is in any way modified, suspended, restricted, or revoked or if You otherwise no longer meet an eligibility requirement.
You understand and agree that, in the event We receive any notification by a government entity (such as police or prosecutors) of traffic rule violations allegedly committed with an Envoy Vehicle, We will be entitled to provide complete and accurate data (full name, date of birth, address) of the driver, including You, who operated the Envoy Vehicle at the time of the alleged traffic rule violation to the respective prosecution authority.
We reserve the right to suspend or remove Your use of the Envoy Vehicle Services for any reason in Our sole and absolute discretion, including but not limited to Our discovery of Your non-compliance with the foregoing eligibility requirements or Your violation any other rule or provision set forth herein.
Termination for Cause:
We may terminate Your Membership and these Terms with immediate effect by giving You a written notice: (a) where a Fine becomes payable in any of the circumstances set out in these Terms; or (b) if You do not pay any Fees due to Us within 30 days of receipt of a formal notice sent to You by Us informing You that such Fees are outstanding. We may send this notice via email, by text message or by an alert in Your Member Account. Any termination under this section does not affect Our right to charge the late payment interest on any outstanding amounts; or (c) if You materially breach any term or condition in these Terms. However, where it is possible for You to remedy the breach, We will give You a notice of this and allow You at least seven (7) days to remedy the issue before exercising Our right to terminate; or (d) if You are involved in an accident involving an Envoy Vehicle that leads Us to reasonably conclude that You are not suitable for continuing Membership or use; or (e) if You engage in any activity or conduct that We, in Our reasonable opinion, determine to be inappropriate, negligent, unacceptable, offensive or abusive; or (f) if You cease to fulfil any of the requirements for eligibility; or (g) if You intentionally or recklessly make any false or misleading statement to Us; or (h) if You permit any other person (other than an Envoy representative) to drive an Envoy Vehicle during Your session, or disclose or share Your login information to allow a third party non-member to use the Envoy Vehicle Services.
We may also, in Our sole discretion, terminate or suspend Your Membership or access to the Envoy Vehicle, and Your future use of any Envoy Vehicle Services may be denied. If We suspend or terminate Your Membership for cause, We will not reimburse any funds to You. Following such suspension or termination, You will remain responsible for unpaid Fees, Fines and other amounts due under these Terms, as well as outstanding amounts arising from any other obligation that these Terms impose on You. In addition, We may, at any time, determine in Our sole and absolute discretion that in addition to termination of a current Membership, Subscription or usage, Your future use of any Envoy Service may be denied.
THE SMARTPHONE APP.
To use the App You must have a mobile device that is compatible with the mobile service. We do not warrant that the App will be compatible with Your mobile device. We hereby grant to You a non-exclusive, non-transferable, revocable license to use an object code copy of the App for one registered Account (as defined herein) on one mobile device owned or leased solely by You, for Your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the App, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the App to any third-party or use the App to provide time sharing or similar services for any third-party; (iii) make any copies of the App; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the App, features that prevent or restrict use or copying of any content accessible through the App, or features that enforce limitations on use of the App; or (v) delete the copyright and other proprietary rights notices on the App. You acknowledge that We may from time to time issue upgraded versions of the App, and may automatically electronically upgrade the version of the App that You are using on Your mobile device. You consent to such automatic upgrading on Your mobile device, and agree that these Terms will apply to all such upgrades. The foregoing license grant is not a sale of the App or any copy thereof, and We and Our third-party licensors or suppliers retain all right, title, and interest in and to the App (and any copy of the App). Standard carrier data charges may apply to Your use of the App.
The following additional terms and conditions apply with respect to any App that We provide to You designed for use on an Apple iOS-powered mobile device (an “iOS App”):
You acknowledge that these Terms are between You and Us only, and not with Apple, Inc. (“Apple”).
Your use of Our iOS App must comply with Apple’s then-current App Store Terms of Service.
We, and not Apple, are solely responsible for Our iOS App and the Services and Content available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to Our iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to Our iOS App.
You agree that We, and not Apple, are responsible for addressing any claims by You or any third-party relating to Our iOS App or Your possession and/or use of Our iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to Us as provider of the iOS App.
You agree that We, and not Apple, shall be responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to Our iOS App or Your possession and use of Our iOS App.
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.
You agree to comply with all applicable third-party terms of agreement when using Our iOS App (e.g., You must not be in violation of Your wireless data service terms of agreement when using the iOS App).
The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as they relate to Your license of Our iOS App. Upon Your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against You as they relate to Your license of the iOS App as a third-party beneficiary thereof.
The following additional terms and conditions apply with respect to any App that We provide to You designed for use on an Android-powered mobile device (an “Android App”):
You acknowledge that these Terms are between You and Us only, and not with Google, Inc. (“Google”).
Your use of Our Android App must comply with Google’s then-current Android Market Terms of Service.
Google is only a provider of the Android Market where You obtained the Android App. We, and not Google, are solely responsible for Our Android App and the Services and Content available thereon. Google has no obligation or liability to You with respect to Our Android App or these Terms.
You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to Our Android App.
The Services include and make use of certain functionality and services provided by third-parties that allow Us to include maps, geocoding, places and other Content from Google, Inc. (“Google”) as part of the Services (the “Geo-Location Services”). Your use of the Geo-Location Services is subject to Google’s then current Terms of Service for Google Maps/Google Earth (http://www.google.com/intl/en_us/help/terms_maps.html) and by using the Geo-Location Services, You are agreeing to be bound by Google’s Terms of Service.
“Envoy Technologies” is a trademark that belongs to Us. Other trademarks, names and logos on the Services are the property of their respective owners.
Unless otherwise specified in these Terms, all Materials, including the arrangement of them on the Services are Our sole property, Copyright © 2017. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
We may collect and use information in an aggregate and anonymous manner about the use of the Services (collectively, “Service Information”), including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between You and Us, all right, title and interest in the Aggregated Statistics and all intellectual property rights therein, belong to and are retained solely by Us. You acknowledge that We will be compiling Aggregated Statistics based on Service Information, and You agree that We may (a) make such Aggregated Statistics publicly available, and (b) use such information to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify You. Additionally, We may, in Our sole discretion, sell the Aggregated Statistics.
THE SERVICES AND THE ENVOY VEHICLES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES IS WITH YOU.
WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE SERVICES, WHICH INCLUDES BUT ARE NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
THIS MEANS THAT WE DO NOT PROMISE YOU THAT THE WEBSITE OR APP ARE FREE OF PROBLEMS. Without limiting the generality of the foregoing, We make no warranty that the Services will meet Your requirements or that the Services will be uninterrupted, timely, secure, or error free or that defects in the Services will be corrected. We make no warranty as to the results that may be obtained from the use of the Services or as to the accuracy or reliability of any information obtained through the Services. No advice or information, whether oral or written, obtained by You through the Services or from Us or Our subsidiaries/other affiliated companies shall create any warranty. We disclaim all equitable indemnities.
LIMITATION OF LIABILITY.
WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR USE OF THE SERVICES, THE LOCATION AND ITS CONDITIONS AND PERSONAL AND THE ENVOY VEHICLE, INCLUDING ANY DEATH, INJURY OR DAMAGE THAT MAY RESULT THEREFROM. WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THE SERVICES. WE ARE NOT LIABLE FOR ANY AND ALL LOSSES INCURRED OR SUSTAINED BY, OR IMPOSED UPON, US BASED UPON, ARISING OUT OF, WITH RESPECT TO, OR BY REASON OF YOUR CRIMINAL, WILLFUL, OR GROSSLY NEGLIGENT ACTION OR OMISSION IN THE OPERATION OF AN ENVOY VEHICLE OR IN CONNECTION WITH THE ENVOY VEHICLE SERVICES. WE ARE NOT LIABLE FOR ANY PERSON’S LOST, STOLEN, OR DAMAGED PROPERTY IN AND FROM AN ENVOY VEHICLE. THIS SECTION WILL SURVIVE TERMINATION OF THIS AGREEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT PAID BY YOU FOR OUR SERVICES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM, OR, IF YOU HAVE NOT PAID US FOR THE USE OF OUR SERVICES DURING SUCH PERIOD, THE AMOUNT OF $50. THIS SECTION WILL SURVIVE TERMINATION OF THIS AGREEMENT.
INSURANCE AND LIABILITY.
We will maintain insurance coverage in the amount of the applicable state motor vehicle minimum financial responsibility requirements. However, insurance laws may vary from state to state, and We recommend that You consult with Your insurance agent before using the Envoy Vehicle Services. You are encouraged to obtain personal insurance coverage that covers Your liabilities before using the Envoy Vehicle Services. You should review any insurance documents You have prior to use of the Envoy Vehicle Services as We have only minimum financial responsibility.
PLEASE BE ADVISED THAT THE MINIMUM COVERAGE THAT WE PROVIDE STILL REQUIRES THAT YOU PAY A DEDUCTIBLE OF $2,500 BEFORE THE INSURER WILL PROVIDE ANY COVERAGE UNDER THE POLICY.
You will report the occurrence of any accident, damage or loss, including theft, of an Envoy Vehicle while in Your use or possession to Us and to the local law enforcement agency as soon as You become aware of such incident; however, at minimum You will report any such incident to Us or the police no later than twelve (12) hours after learning of such incident. As part of such report, You will provide a written description of the incident and the insurance information of the other parties involved, if applicable. You will promptly provide a copy of such report to Us. You will make a reasonable effort to obtain evidence from any witnesses to the incident, if applicable.
You agree to fully cooperate in any investigation by law enforcement or that We may choose to conduct if an Envoy Vehicle is damaged in any way. You, as appropriate, will immediately send each request, demand, order, notice, summons or other pleading You receive in connection with any incident involving an Envoy Vehicle to Us. You will assume any obligation, make or commit to make any payment or incur any expense on Our behalf without Our prior written consent.
To the extent permitted by applicable law, We reserve the right to hold You fully responsible for all damage, loss, claims and liability arising from Your use or possession of an Envoy Vehicle, including, but not limited to: (a) physical or mechanical damage to the Envoy Vehicles whether or not You are at fault, (b) loss due to theft, (c) physical damage resulting from vandalism, (d) bodily injury of You, Your passenger or a third party, (e) third party claims, (f) actual charges for towing, storage and impound fees paid by Us, (g) administrative charges including the cost of appraisal and other costs and expenses incident to the damage or loss, (h) if applicable, any diminished value to the Envoy Vehicle; and (i) all mechanical damage to the Envoy Vehicle related to an accident or Your abuse or neglect of the Envoy Vehicle. You are responsibility for such damage or loss will include: (a) the lesser of: (i) the actual and reasonable costs that We incur to repair the Envoy Vehicle or that We would incur if We chose to repair the Envoy Vehicle, or (ii) the fair market value of the Envoy Vehicle immediately before the damage occurred less any net disposal proceeds; and (b) Our actual charges for towing, storage, and impound.
Where permitted by law, by signing this Agreement, you reject Uninsured, Underinsured and Supplemental No-Fault or PIP coverages. Where we are required to provide such coverage, you hereby select the minimum limits required by law.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WILL DEFEND, INDEMNIFY, HOLD HARMLESS AND REIMBURSE US AND OUR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES AND AGENTS FROM AND FOR ALL DAMAGES, LOSSES, COSTS OR EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY ANY OF SUCH PARTIES OR PAID BY ANY OF THEM TO ANY PERSON IN RESPECT TO ANY CLAIM OR LIABILITY ARISING FROM (I) YOUR VIOLATION OF THESE TERMS; (II) YOU PROVIDING US WITH FALSE, INACCURATE OR INCOMPLETE INFORMATION WHEN YOU CREATE AN ACCOUNT; (III) ANY DAMAGE TO OR CAUSED BY YOUR USE OF AN ENVOY VEHICLE WHILE THE ENVOY VEHICLE IS CHECKED OUT TO YOUR ACCOUNT, INCLUDING CLAIMS OF OR LIABILITIES TO THIRD PARTIES; (IV) ANY CRIMINAL, WILLFUL OR NEGLIGENT CONDUCT BY YOU. You may present a claim to Your insurance carrier for such events or losses; but in any event, You shall have final responsibility to all indemnified persons for all such losses. You alone are responsible for any violation of these Terms by You. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You and, in such case; You agree to cooperate with Our defense of such claim.
CUSTOMER INFORMATION AND USE OF GPS.
We have an interest in tracking and locating the whereabouts of each Envoy Vehicle and, as applicable, monitoring the level of each Envoy Vehicle’s electric charge and behavior in the Envoy Vehicle. Each Envoy Vehicle is equipped with a video recording device that may, at various times, be used to record actions and behavior within the Envoy Vehicle or in the surrounding areas outside of the Envoy Vehicles. The Envoy Vehicle is also equipped with GPS tracking systems and other telematics tracking systems and We may monitor and retain each Envoy Vehicle’s location, electric charge status, fuel level, mileage and other Envoy Vehicle and driving information at any time. In addition, there may be third party operators of the GPS or telematics systems, or affiliates of such third parties who may also have access to the location of each Envoy Vehicle or access to other information supplied by the GPS or telematics system in each Vehicle. If You use the Envoy Vehicle Services, You acknowledge and agree that You do not have any expectation of privacy while using an Envoy Vehicle, including location privacy, route privacy, speed privacy or privacy in an Envoy Vehicle’s operational systems. Envoy may change the way in which it monitors the Envoy Vehicle’s GPS or telematics systems at any time and will notify You of such change. Information gained from GPS and other telematics tracking systems while an Envoy Vehicle is in Your possession may be retained and used on an anonymous basis by Us for business or research purposes related to improving Our products and services or for any other lawful purpose. The maps, directions and location advice provided by the GPS in each Envoy Vehicle may not be accurate and are not guaranteed by Us or any other party. You should use Your common sense and best judgment when operating an Envoy Vehicle and should not rely solely on the GPS contained within such Envoy Vehicle.
LOCAL LAWS; EXPORT CONTROL.
We control and operate the Services from Our headquarters in the United States of America and the entirety of the Services may not be appropriate or available for use in other locations. If You use the Services outside the United States of America, You are solely responsible for following applicable local laws.
Any submissions by You to Us (e.g., comments, questions, suggestions, materials – collectively, “Feedback”) through any type of communication whatsoever (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and We are free to use, without any attribution or compensation to You, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that We are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and You have no right to compel such use, display, reproduction, or distribution.
DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER.
Please Read This Provision Carefully. It Affects Your Legal Rights.
This Provision facilitates the prompt and efficient resolution of any dispute (e.g., claim or controversy, whether based in contract, statute, regulation, ordinance, tort – including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence – or any other legal or equitable theory, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below) that may arise between You and Us. Effectively, then, “dispute” is given the broadest meaning enforceable by law and includes any claims against other parties relating to services or products provided or billed to You (such as Our licensors, suppliers, dealers or third-party vendors) whenever You also assert claims against Us in the same proceeding.
This Provision provides that all disputes between You and Us shall be resolved by binding arbitration because acceptance of These Terms constitutes a waiver of Your right to litigation claims and all opportunity to be heard by a judge or jury. To be clear, there is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney’s fees). You may, however, opt-out of this Provision which means You would have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). EVERYONE AGREES THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.
Pre-Arbitration Claim Resolution
For all Disputes, whether pursued in court or arbitration, You must first give Us an opportunity to resolve the Dispute which is first done by emailing to Us at firstname.lastname@example.org the following information: (1) Your name, (2) Your address, (3) A written description of Your Claim, and (4) A description of the specific relief You seek. If We do not resolve the Dispute within 45 days after receiving Your notification, then You may pursue Your Dispute in arbitration. You may pursue Your dispute in a court only under the circumstances described below.
Exclusions from Arbitration/Right to Opt Out
Notwithstanding the above, Your or We may choose to pursue a Dispute in court and not by arbitration if: (a) The dispute qualifies for initiation in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt-out of this Provision by emailing Us at email@example.com the following information: (1) Your name; (2) Your address; (3) A clear statement that You do not wish to resolve disputes with Us through arbitration. Either way, We will not take any decision You make personally. In fact, We promise that Your decision to opt-out of this Arbitration Provision will have no adverse effect on Your relationship with Us. But, We do have to enforce the Opt-Out Deadline so keep in mind that any opt-out request received after the Opt-Out Deadline will not be valid and You must pursue Your dispute in arbitration or small claims court.
Arbitration Policy and Procedures
If this Provision applies and the dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either You or We may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.
For arbitration before AAA, for Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action procedures or rules apply to the arbitration.
Because the Services and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.
Arbitration Award – The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
Location of Arbitration – You or We may initiate arbitration in either Los Angeles, CA or the federal judicial district that includes Your billing address. In the event that You select the latter, We may transfer the arbitration to Los Angeles, CA so long as We agree to pay any additional fees or costs which the arbitrator determines You incur as a result of the transfer.
Payment of Arbitration Fees and Costs – So long as You place a request in writing prior to commencement of the arbitration, We will pay all arbitration fees and associated costs and expenses. But, You will still be responsible for all additional fees and costs that You incur in the arbitration which include but are not limited to attorneys’ fees or expert witnesses. In addition to any fees and costs recoverable under applicable law, if You provide notice and negotiate in good faith with Us as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that You are the prevailing party in the arbitration, You will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.
Class Action Waiver
Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both You and We specifically agree to do so following initiation of the arbitration. If You choose to pursue Your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to You. Neither You, nor any other user of the Services can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.
You understand and agree that by accepting this Provision in these Terms, You and We are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Provision, You and We might otherwise have had a right or opportunity to bring disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that You would have if You went to court (e.g., the rights to both appeal and certain types of discovery) may be more limited or may also be waived.
If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision whose remainder will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the dispute will be decided by a court.
This Provision shall survive the termination of Your account with Us or Our affiliates and Your discontinued use of the Services. Notwithstanding any provision in this Agreement to the contrary, We agree that if We make any change to this Provision (other than a change to the Notice Address), You may reject any such change and require Us to adhere to the language in this Provision if a dispute between Us arises.
Certain violations of these Terms, as determined solely by Us, may justify immediate termination of Your access to the Services without prior notice to You. The Federal Arbitration Act, California state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. Except for disputes subject to arbitration as described above, any disputes relating to these Terms or the Services will be heard in the courts located in Los Angeles County, California. If any of these Terms are deemed inconsistent with applicable law, then such term(s) shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. By choosing at any time not to enforce any of these Terms, We are not waiving Our rights. These Terms are the entire agreement between You and Us and, therefore, supersede all prior or contemporaneous negotiations, discussions or agreements between Everyone about the Services. The proprietary rights, disclaimer of warranties, representations made by You, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
CALIFORNIA CONSUMER NOTICE.
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: The Services and Service are provided by Envoy Technologies Inc. If You have a question or complaint regarding the Website or Services, please contact Customer Service by emailing firstname.lastname@example.org. You may also contact Us by writing c/o The Legal Department, Envoy Technologies Inc. at 8575 Washington Blvd., Culver City, CA 90323. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.
If You have any questions about these Terms or otherwise need to contact Us for any reason, You can reach Us by emailing email@example.com or by mail at 9663 Santa Monica Blvd Suite 752, Beverly Hills, CA 90210.