Terms of Service | Envoy There

ENVOY TECHNOLOGIES INC. TERMS OF SERVICE

Effective Date: August 28, 2024

These Terms of Service (the “Terms”) are a legal contract between You and Envoy Technologies, Inc. (the “Company” or “Envoy”), 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. CHECKING THE TERMS OF SERVICE BOX AND/OR USING THE SERVICES INDICATES THAT YOU READ, UNDERSTAND, AND ACCEPT THESE TERMS. YOUR USE OF THE SERVICES IS CONDITIONED ON REVIEWING AND ACCEPTING THESE TERMS AND CONDITIONS.

THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING A 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 HAVE THE OPTION TO OPT OUT OF BINDING INDIVIDUAL ARBITRATION AND THE CLASS ACTION WAIVER AS PROVIDED BELOW.

PLEASE BE AWARE THAT EACH ENVOY VEHICLE MAY BE EQUIPPED WITH A VIDEO RECORDING DEVICE. THIS DEVICE MAY BE USED AT VARIOUS TIMES TO RECORD ACTIONS AND BEHAVIOR BOTH WITHIN THE VEHICLE OR IN THE SURROUNDING AREAS OUTSIDE THE VEHICLE. BY USING OR OPERATING AN ENVOY VEHICLE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NO EXPECTATION OF PRIVACY IN THESE AREAS.

OUR SERVICES.

We are a mobility service provider enabling operators of public and private properties to offer a carsharing platform. This platform grants offering access to on-demand electric vehicles operated and maintained by Us (the “Envoy Vehicles”). These vehicles are stationed either on-site at the property or in other designated areas (the “Location”). The Location’s community members can utilize these services via Envoy’s smartphone App (the “App”) (collectively, the “Envoy Vehicle Services”).

ENVOY RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO DENY YOUR USE OF THE SERVICES, REVOKE YOUR MEMBERSHIP AT ANY TIME, OR TERMINATE ANY OF THE LICENSES GRANTED HEREIN AT ANY TIME.

YOU AGREE THAT WE MAY CHARGE YOUR PAYMENT CARD FOR ANY APPLICABLE FEES, COSTS FOR DAMAGE YOU CAUSED TO THE ENVOY VEHICLE, PENALTIES AS DESCRIBED BELOW, AND ANY FINES OR TICKETS INCURRED RELATING TO YOUR USE OF THE ENVOY VEHICLE SERVICES.

MODIFICATION OF SERVICE AND TERMS.

We reserve the right to modify, suspend, or discontinue the Services at any time without prior notice. Additionally, we may occasionally change, update, add, or remove provisions from these Terms (collectively, “Modifications”). We will notify you of material Modifications via email or text message, posts on our Website and App, and/or by presenting You with the changes to the Terms when You log into Your Account. Notice is considered given once the notification is sent via email or text, posted on the Website or App, and/or made accessible on the first page you access in Your Account.

If You object to any Modifications, Your sole remedy is to discontinue using the Services. Your Continued use of the Services after being notified of any changes indicates Your acknowledgement and understanding of, and agreement to be bound by, the Modifications.

Furthermore, these Terms may be superseded by expressly designated legal notices or terms posted on the Website or App. These expressly designated legal notices or terms are incorporated into these Terms and supersede the specific provision(s) of these Terms that they are stated to supersede.

GENERAL USE.

You may use the Services for personal purposes or to drive for the gig economy (e.g., 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. You may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance, or exploit the Services in any manner. If You make copies of any part of the Services while engaging in Permitted Purposes, You must keep on the copies of Our copyright and other proprietary notices as they appear on the Services.

The above license will terminate automatically if You breach any of these Terms, and You must immediately destroy any downloaded or printed Materials (and any copies thereof).

ACCOUNT REGISTRATION

To use the Envoy Vehicle Services, You must successfully register for an account with Us (the “Account”). To register, You must submit the following information through the account registration page on the App:

Your email address;
First and last name (and middle name if you have one);
Mobile phone number;
Photo of Your face (taken in accordance with the requirements outlined in the App);
Photo of both sides of Your United States driver’s license – (eligibility and acceptance of international driver’s licenses are subject to Our approval in Our sole discretion) (Your “Driver’s License”);
A valid credit card or debit card with at least $100 of available credit or 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. Depending on Your plan, You may be requested to pay an application fee as described below. You have the option to provide additional information so that We can offer You a more customized experience.

Once You submit the required registration information, We will determine whether to approve Your proposed account. We may deny Your application and/or Your use of the Services (Your “Membership”) in Our sole discretion. If approved, You will be notified to complete Your registration.

You are responsible for providing and maintaining your current email address, phone number, driver’s license, credit or debit card, and other account information by logging into Your Account and updating information as needed.

You must comply with these Terms when You access the Services, whether directly or through any Account. Because it is Your Account, it is Your responsibility to obtain and maintain all equipment and services needed for access to and use of The Services as well as pay related charges. You must immediately notify Us if You believe Your account may have been breached in any way.

USAGE FEES AND OTHER COSTS.

To use the Envoy Vehicle Services, You must (i) complete the account registration process and (ii) pay applicable fees including those that accrue based on the amount of time that you use the Envoy Vehicles (“Usage Fees”; with any other fees or charges that may apply, such as an application fee, Supercharger fees, admin fees, and subscription fees, the “Fees”). Details on the Usage Fee structure are located at https://www.envoythere.com/fees-and-subscription].https://www.envoythere.com/fees-and-subscription].

All sales and payments of Fees will be in US Dollars. All Fees are non-refundable under any circumstances.

We charge You for the entire scheduled booking period. We are unable to prorate charges based on the actual time a vehicle is used. You agree to be billed for the full duration of your reservation regardless of early return or partial use of the vehicle.

You may pay the Fees with a valid debit or credit card (Visa, MasterCard, American Express, and Discover) or such other payment options as Envoy may permit in its sole 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, suspension, or termination of Your membership. If You fail to pay the Fees as they come due, Your Subscription may be canceled, and You may not receive Membership benefits, including access to the Envoy Vehicles. You may also accrue late charges or penalties as set forth below.

Each Membership and the rights and privileges thereof are personal and non-transferable. We may penalize you, including suspending your account, terminating your membership, and/or imposing monetary penalties (“Fines”), if you are found to have shared your membership credentials, including your property code and personal login details, with any third party. You may not allow any third party to drive an Envoy Vehicle using Your account.

You agree to pay (i) all Fees, charges, and expenses related to Your use of the Envoy Vehicle Services provided for You, (ii) any Fines or tickets that You received during Your use of the Envoy Vehicle Services, and (iii) costs related to damage that You caused to the Envoy Vehicle. By providing a Payment Card, You expressly authorize Us to charge all applicable Fees, Fines, taxes, administrative fees, charges, expenses, damage-related costs, and any other payments on said Payment Card, some of which may depend on Your particular pricing plan.

You may also authorize Envoy to automatically charge Your payment card for a selected amount to replenish your balance when/if it falls to $10 or below by enabling the App’s Auto Reload feature. This Auto Reload feature ensures that your account remains funded for uninterrupted use of the Envoy Services. By enabling this feature, You acknowledge and consent to these automatic charges as necessary for maintaining Your account balance.

We may provide refunds at our sole discretion.

ENVOY VEHICLE RULES.

You agree to follow the following Envoy Vehicle Rules (the “Envoy Vehicle Rules”) when using the Envoy Vehicle Services:

You will use and operate the Envoy Vehicle in a safe manner and in compliance with all laws and these Terms.
You will maintain a valid United States drive’rs license, or international driver’s license if applicable, whenever 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 only drive the Envoy Vehicle within a 250-mile radius of the Location where You pick up the Envoy Vehicle (Envoy Mobility Zone), and You will not drive the Envoy Vehicle outside of the United States.
You will return the Envoy Vehicle to the Location where You picked up the Envoy Vehicle.
You will not park any non-Envoy Vehicles in any parking space designated for Envoy Vehicles only.
You will park the Envoy Vehicle in legal parking spaces only, and You will be responsible for any fees and costs should it be towed away.
You will be responsible for any Violation that You receive while using the Envoy Vehicle Services or because of unlawfully parking the Envoy Vehicle.
You will be responsible for any Tesla Supercharging and related fees accrued during your booking as well as an administrative fee.
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.
To the extent permitted by applicable law, the Envoy Vehicle maintains an active wireless connection to Our systems. You consent to this connection, and, for any and all lawful purposes, to Our collection, use, and sharing of data describing the Envoy Vehicle and how You are operating the Envoy Vehicle, including data describing Envoy Vehicle location, and heading, as described in Our Privacy Policy; You consent to Our access of the Envoy Vehicle software and data to issue updates to the software and data.
You are responsible for the full cost of any loss or damage to the Envoy Vehicle caused by You or Your passengers, or anyone else, regardless of fault. .

UNAUTHORIZED USE.

We authorize Your use of the Services for Permitted Purposes only. Any other use is unauthorized and strictly prohibited (“Unauthorized Use”). Unauthorized Use of the Services violates these Terms, will be subject to a Fee or Penalty, and may result in violation of various United States and international laws, including copyright laws, and liability to Envoy. The following are a few examples of Unauthorized Use:

Falsely claiming an identity other than Your own, impersonating any person or entity, using a fake identification document, misrepresenting Your affiliation with a person or entity, or otherwise misrepresenting Yourself;
For any public or commercial purpose which includes the 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;
Stalking, harassing, or harming another individual;
Interfering with or disrupting the Services or servers or networks connected to the Services;
Use any data mining, robots, or similar data gathering or extraction methods in connection with the Services; or
Gaining, or attempting 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.

MISCONDUCT AND PENALTIES

The following is a non-exclusive list of prohibited misconduct and the corresponding penalty that we may charge Your account should we determine, in our sole discretion, that You have engaged in the described misconduct:

misconduct

MISCONDUCT PENALTY

[1] Payment of the unauthorized driver fee does not convey or otherwise imply Envoy’s Membership or insurance coverage, if any, for the unauthorized driver.

You are prohibited from tampering with in-vehicle hardware, including turning off GPS, disabling Sentry Mode or similar safety features, or failing to restore a vehicle to its original settings at the end of a ride. This includes but is not limited to, changing the display language and not resetting it to English. Violations may include penalties of up to $100 per violation and/or suspension or termination of an account.

IN THE EVENT OF AN ACCIDENT.

If a Vehicle is involved in an accident, 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 fully responsible for any loss of or damage to the Vehicle resulting from any cause and regardless of fault (“Member’s Damage Responsibility”) including but not limited to collision, rollover, theft, vandalism, seizure, fire, flood, hail, or other acts of nature or God. 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. If the Vehicle is stolen and not recovered within a reasonable amount of time, You will pay us the Vehicle’s fair market value before it was stolen. You may also be charged any administrative fee for processing the claim, towing and storage charges if any, and costs associated with the attempted recovery of a stolen Vehicle. As part of Our loss, you will also pay for loss of the Vehicle plus an administrative fee for processing the claim, costs associated with the recovery of the Vehicle, and towing and storage charges, if any.

Your payment card on file may be charged for repair costs of unreported damage. Before each reservation, thoroughly check the car inside and out and report any damage via the Envoy application. If You do not identify and report damage to the vehicle during your pre-ride inspection, You may be held liable for the costs associated with repairing this damage. You must thoroughly inspect the vehicle and report any pre-existing damages using the Envoy application before operating a vehicle.

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. 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 must 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 and await the arrival of emergency personnel. Once they arrive, cooperate fully with them.
Exchange Your name, insurance company, policy number and vehicle’s license plate number with the other driver(s), and if safe to do so, consider taking photos of the accident scene and vehicles.
Promptly call the Envoy customer assistance number, 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.
Fill out Envoy’s Accident Form: https://www.envoythere.com/accident-form.
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.

We respect the information that You provide to Us and want to be sure You fully understand exactly how We use that information. Our Privacy Policy (“Privacy Policy”) is incorporated herein and can be accessed here, https://www.envoythere.com/privacy-policy.

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 records 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 use 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.

ELIGIBILITY

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 are (i) at least 18 years of age or (ii) if the Location You are using the Envoy Vehicle Services in Hawaii, then at least 21 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, felony with a vehicle, or state law equivalents,
- 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,
- Any other significant violation warranting restriction or suspension of license,
If You are between the ages of 18 and 21, You have also not been convicted in the past twelve months of any moving violation,
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, and
You agree to provide information, including your Driver’s License and selfie(s), to Us or our identity verification vendor, if any, and allow Us or our vendor to validate your driving record.

Furthermore, to be eligible to use the Envoy Vehicle Services, You agree to the following:

You will immediately notify Us by email at info@envoythere.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, if 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 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 without prior notice to the extent permitted by law.
We reserve the right to temporarily suspend or permanently remove Your use of the Envoy Vehicle Services for any reason, including Your non-compliance with Our eligibility requirement or violation of these Terms, in Our sole and absolute discretion. Our decision to suspend or remove Your account is final and not subject to review or reconsideration.

Termination:

At any time and in Our sole discretion, We may terminate or suspend Your Membership or access to the Envoy Vehicle, and Your future use of any Envoy Vehicle Services may be denied. Following such suspension or termination, You will remain responsible for – and We may deduct/charge from Your account/payment method – any unpaid Fees, Fines other amounts due under these Terms, collection fees, as well as outstanding amounts arising from any other obligation that these Terms impose on You.

THE SMARTPHONE APP.

You must have a mobile device that is compatible with the mobile service to use the App. 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 a single 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 periodically 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.

GEO-LOCATION TERMS.

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.

PROPRIETARY RIGHTS.

“Envoy Technologies” is Our trademark. Other trademarks, names, and logos on the Services are their respective owners’ property.

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.

AGGREGATED STATISTICS.

We collect and use information in an aggregated 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. We may sell the Aggregated Statistics in Our sole discretion

DISCLAIMERS.

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, INCLUDING 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, 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/OR 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 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. If there is another policy of insurance that may provide coverage for any third-party liability, including a personal automobile policy You may maintain, Our insurance will be deemed excess to Your insurance to the extent permitted by law.

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 the police as soon as You become aware of such incident. At a minimum You must report any such incident to Us and the police no later than twelve (12) hours after learning of such incident. As part of such report, You must 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, or our agents, 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 not assume any obligation nor make or commit to make any payment or incur any expense on Our behalf without Our prior written consent.

We and/or Our insurer may seek “subrogation” which is reimbursement from You if You are at fault for an accident for which We or Our insurer has provided payments to a third party for damages or injuries sustained by that third party.

If You are at fault in an accident that triggers Our Liability Insurance Policy, and if the third-party damages are greater than Our insurance policy limits, You will be required to pay the difference between the third party’s actual damages and what Our Insurance policy covered.

To the extent permitted by applicable law, You are fully responsible for all damage, loss, claims, and liability arising from Your use or possession of an Envoy Vehicle regardless of fault, including, but not limited to: (a) physical or mechanical damage to the Envoy Vehicles, (b) loss or 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 appraisal costs and other costs and expenses incident to the damage or loss, and (h) if applicable, any diminished value to the Envoy Vehicle. Your 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.

INDEMNIFICATION.

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 OR FAILING TO KEEP THE INFORMATION UP-TO-DATE; (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) YOUR CRIMINAL, WILLFUL OR NEGLIGENT CONDUCT.

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 Your violation of these Terms. 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 fully cooperate with Our defense of such claim.

CUSTOMER INFORMATION AND USE OF GPS.

We have a critical interest in tracking and locating the whereabouts of each Envoy Vehicle at all times and, as applicable, monitoring the level of each Envoy Vehicle’s electric charge and behavior. 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 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 Envoy Vehicle’s 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 in addition to the Terms of Service

FEEDBACK.

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, You must first give Us an opportunity to informally resolve the Dispute which is first done by emailing to Us at info@envoythere.com 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 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 info@envoythere.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. Your decision to opt-out of this Arbitration Provision will have no adverse effect on Your relationship with Us. But, We will 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.

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.

You or We may initiate arbitration in either Los Angeles, CA or the federal judicial district that includes Your billing address. If You select the latter, We may transfer the arbitration to Los Angeles, CA if We agree to pay any additional fees or costs which the arbitrator determines You incur as a result of the transfer.

So long as You place a request in writing prior to the commencement of the arbitration, We will pay all arbitration fees and associated costs and expenses. 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.

Jury Waiver

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.

Severability

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.

Continuation

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.

GENERAL.

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 info@envoythere.com. 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 info@envoythere.com or by mail at 8575 Washington Blvd Culver City, CA 90232 .