USER’S TERMS AND CONDITIONS (Terms of Service)
Last Updated: Dec 26, 2016
The terms and conditions stated herein (collectively, the “Agreement”) constitute a legal agreement between you and VUE Innovations Inc., a Delaware corporation, with its principal place of business at 4533 MacArthur blvd. 269 Newport Beach, CA 92660 (collectively referred to as “Token”).
PLEASE CAREFULLY READ THIS AGREEMENT IN ITS ENTIRETY BEFORE ACCESSING OR USING THE Token APPLICATION AND/OR ANY SERVICES PROVIDED BY Token.
BY ACCESSING OR USING THE Token APPLICATION AND SERVICES YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, WHICH ESTABLISHES A CONTRACTUAL RELATIONSHIP BETWEEN YOU AND Token. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE Token SERVICES AND/OR THE Token APPLICATION.
Token may immediately terminate this Agreement with respect to you, or generally cease offering or deny access to the Token Application and/or Token Services or any portion thereof, at any time for any or no reason whatsoever.
Token may amend and/or change the Terms and Conditions related to the Token Application and/or Services from time to time. Such changes will be effective immediately upon posting of such changed Terms and Conditions at www.Token.tips/legal/terms-of-service/ or in/through the Application and no other notice shall be required. Hereby, you expressly acknowledge and agree that it is your responsibility to regularly review this Agreement, and by continued use of the Token Application and/or Services after any changes are made, you consent to, and acknowledge that you have reviewed and understood such changes.
YOUR CONTINUED ACCESS OR USE OF THE Token APPLICATION AND/OR THE Token SERVICES AFTER SUCH POSTING CONSTITUTES YOUR CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS, AS AMENDED.
WHAT Token DOES NOT DO AND SHOULD NOT BE USED FOR:
Token DOES NOT PROVIDE TRANSPORTATION SERVICES, AND Token IS NOT A TRANSPORTATION CARRIER or THIRD PARTY PROVIDER. IT IS UP TO THIRD PARTY PROVIDERS and TRANSPORTATION SERVICES (AS DEFINED BELOW) TO OFFER TRANSPORTATION SERVICES. TOKEN AND IT’S PARTNERS AND AFFILIATES, ET AL, DO NOT ALLOW, ACCEPT, FILL, REQUEST, AGGREGATE, DELIVER, ENABLE, AUTHORIZE, INTERACT WITH OR SUPPORT PAID DRIVERS (RIDESHARE, DRIVERS SERVICES OR ANY COMMERCIAL DRIVERS OF ANY LICENSED AND/ OR COMMERCIAL TRANSPORTATION SERVICE), OR PAYMENTS FOR RIDES AND/OR RIDES SCHEDULED OR REQUESTED THROUGH THE USE OF THE Token SERVICES AND/OR Token APPLICATION.
WHAT Token DOES: Token OFFERS RIDER AND DRIVER INFORMATION, RIDER AND DRIVER CURRENT LOCATION MATCHING, MOBILE TIPS (GRATUITY) PAYMENTS AND PROCESSING/DELIVERY, A METHOD OF COMMUNICATION AND SOCIAL NETWORKING/INTERACTION SERVICES, BUT DOES NOT (AND DOES NOT INTEND TO) PROVIDE TRANSPORTATION SERVICES OR ACT IN ANY WAY AS A TRANSPORTATION CARRIER OR THIRD PARTY DRIVING SERVICE. YOU UNDERSTAND AND ACKNOWLEDGE THAT Token HAS NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSPORTATION SERVICES ET AL, PROVIDED TO YOU BY SUCH THIRD PARTIES OR ANYONE/ANYWHERE WHATSOEVER ET AL, THROUGH THE USE OF THE SERVICES.
Token DOES NOT GUARANTEE THE SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS OR TRANSPORTATION SERVICES. IT IS SOLELY YOUR RESPONSIBILITY TO DETERMINE IF A THIRD PARTY PROVIDER WILL MEET YOUR NEEDS AND EXPECTATIONS. Token WILL NOT PARTICIPATE IN DISPUTES BETWEEN YOU AND A THIRD PARTY PROVIDER OR TRANSPORTATION SERVICE. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU MAY BE EXPOSED TO SITUATIONS INVOLVING THIRD PARTY PROVIDERS AND TRANSPORTATION SERVICES THAT ARE POTENTIALLY UNSAFE, NON-PRIVATE, UNSECURED, NON-DISCRETE, OFFENSIVE, HARMFUL TO MINORS, OR OTHERWISE OBJECTIONABLE, AND THAT USE OF THIRD PARTY PROVIDERS AND TRANSPORTATION SERVICES ARRANGED OR SCHEDULED (OUTSIDE OF THE ACCEPTED TERMS OF SERVICE OF THE TOKEN SOFTWARE SERVICES) IS AT YOUR OWN RISK AND JUDGMENT. Token SHALL NOT HAVE ANY LIABILITY ARISING FROM OR IN ANY WAY RELATED TO YOUR TRANSACTIONS OR RELATIONSHIP WITH THIRD PARTY PROVIDERS OR TRANSPORTATION SERVICES.
In addition to the terms defined elsewhere in this Agreement, the following definitions apply:
“Application” means any software application, whether mobile, website-based, online-enabled, or otherwise, which is developed, owned, controlled, managed, maintained, hosted, licensed and/or designed by Token (or its Affiliated Companies) to run on personal computers, smartphones, tablet computers and/or other devices, through which the Services are made available.
“Content” means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.
“Third Party Provider” means an independent third party driver, vehicle operator or logistics provider who provides transportation and/or other services.
“Transportation Services” means any official and licensed, regulated paid service which provides transportation services and rides in exchange for fare payments, per request via a third party provider or other partner.
“Services” means an online-enabled software platform that enables users of the Token Application or website provided as part of the Services to communicate/social network, send tips payments/receive tips payments, route and analytics, share personal information with riders/drivers or in any way digitally interact with independent third party transportation providers (“Third Party Providers”) and/or any commercial and licensed transportation services (“Transportation Services”) under agreement with Token. Collectively, associated Applications and Services shall be referred to as the “Services”.
“User” means a person who accesses or uses the Services.
“User Content” means Content that a User posts, uploads, publishes, submits or transmits to be made available through the Services.
“Driver” means driver as well as “Tippee” or recipient of tips, drivers cannot send tips.
“Rider” means rider as well as “Tipper” or payer of tips, riders cannot receive tips.
By using the Services, you expressly represent and warrant that you are legally entitled to enter into this Agreement. If you reside in a jurisdiction that restricts the use of the Services because of age, or restricts the ability to enter into agreements such as this one due to age, you must abide by such age limits and you must not use the Services.
Without limiting the foregoing, the Services and Application are not available to persons under the age of 18. By using the Services, you represent and warrant that you are at least 18 years old. By using the Services, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement.
To be able to access and use the Services and the Application, you will be required to register with Token and create a user profile. The registration requires you to submit to Token your personal information via Facebook Public Profile permissions, including your name, email, etc. You agree to maintain accurate and complete information in your user profile at all times, and timely update the same in the event of any changes. Your failure to maintain accurate and complete information in your user profile, including having an invalid or expired credit card information, may result in your inability to access and use the Services and/or the Application, as well as Token may terminate this Agreement with you. You are responsible for all activity that occurs under your user profile, and, as such, you agree to maintain the security and secrecy of your username and password at all times.
Your participation in using the Services and/or Application is for your sole, personal, and noncommercial use. You may not authorize others to use your user status, and you may not assign or otherwise transfer your user account to any other person or entity. When using the Services you agree to comply with all applicable laws of your home jurisdiction (the country, state and city), in which you are present while using the Services.
You may only access the Services using authorized mobile online-enabled devices. It is your responsibility to check to ensure you download the correct Application for your device. Token is not liable if you do not have a compatible device and/or operating system, or if you have not downloaded an appropriate version of the Application onto your mobile device. Token reserves the right to terminate this Agreement should you be using the Services with an incompatible or unauthorized device.
You understand that Token does not provide any transportation services or any direct access to third party provides for the purpose of commercial transportation. Actual transportation services will be delivered by Third Party Providers and Transportation Services outside of Token services.
By using the Services, You agree that:
You will only use the Services for lawful purposes.
You will not use the Services for sending or storing any unlawful material or for fraudulent purposes.
You will not use the Services to cause nuisance, annoyance or inconvenience.
You will not impair the proper operation of the network.
You will not try to harm or hinder the Services in any way whatsoever.
You will not copy or distribute the Application or other content without written permission from Token.
You will only use the Services for your own use and will not resell it to a third party.
You will keep secure and confidential your account username and password or any identification we provide to you, which allows the access to the Services.
You will provide us with whatever proof of identity we may reasonably request.
You will only use an access point or data account, which you are authorized to use.
You will not use the service to purposely and maliciously defraud of violate the privacy of other users on the platform.
You will not falsify or mask your identity or location to deceive other Token users by direct or indirect means.
You are aware that when using the Services via your mobile device, including Text Messaging (SMS), standard messaging and/or data charges will apply.
Any fees that Token may charge the rider for the Application or Service are due immediately and are non-refundable. This no refund policy shall apply at all times regardless of your decision to terminate your usage, or our decision to terminate your usage, of the Service or the Application; any disruption to our Application or Service, either planned, accidental or intentional; or any other reason whatsoever. Token may change the fees for our Service or Application, as we deem necessary for our business. It is your obligation to check back at our website periodically to confirm the applicable fees for the Service or Application.
The payment will be facilitated by Token using the preferred payment method designated in your user profile. If your primary payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Token may use a secondary payment method in your user profile, if available.
No transaction fee to the driver (the “Tippee”) will be applied. A minimum convenience fee will apply to the person paying the gratuity to the rider (the “Tipper”) per transaction executed (see below, Transaction Fees).
Token requires all tips be a minimum of $5 and maximum of $999.
Please refer to our website or your Application for the amount of recommended Gratuity and Tips rates.
Token charges a small convenience and connection fee so we can continue to give you the best experience possible.
The fees payable for the Service are calculated as described below. All Transactions (defined below) are to be paid in U.S. dollars and rounded up to nearest cent.
For gratuity payments (payment by rider “Tipper” to driver “Tippee”), the following convenience fees shall apply:
A minimum fee of $1.00 or 3% (whichever is higher) in addition to the amount of the applicable gratuity per Transaction.
Riders may have the opportunity to view estimated fee charges in real-time in the Application. These real-time fee quotes are estimations only provided for your convenience and may not reflect the actual fees charged upon completion of the services. Token makes no guaranties as to the accuracy of real-time fee quotes.
All fees are payable by the rider only, and shall be collected by Token by adding the amount of the tip plus a fee to each occurrence of the payment by the rider and sender of the a gratuity to the driver and receiver of gratuity (each, a “Transaction”).
The Users acknowledge and agree that Token uses Stripe, Inc. (the “Processor”), for payment processing in connection with all Transactions, and User hereby authorizes Token to access the Processor’s payment gateway so that Transactions submitted through the Application may be completed. In connection with the foregoing, as a “sub-merchant” of the Processor, each Tippee, by using the Service and the Application, is deemed to have accepted the applicable terms of the Merchant Services Agreement with Processor and its sponsoring bank (the “MSA”) available at: https://stripe.com/us/legal/ By accepting this Agreement, you agree: (a) that you have downloaded or printed the MSA, and (b) that you have reviewed and agree to the MSA. Please note that Token is not a party to the MSA and that you, Processor and Processor’s sponsoring bank are the three parties to the MSA and that Token has no obligations or liability to you under the MSA. If you have questions regarding the MSA, please contact the Process by contacting Stripe at email@example.com
Further, User acknowledges and agrees that, in connection with the use of the Processor services:
user will provide all information required by the Processor.
User will be jointly and severally liable, with Token, for all fines, charge-backs, refunds, and other expenses incurred by User and for fees and expenses incurred in the enforcement of the Processor’s services.
All Transactions must take place in the United States.
As between Token and the User, Token shall be the owner of all right, title, and interest in and to all data submitted by or to the Processor in connection with the Transactions.
Auto-tip allows riders to set current and future tips to a percentage from (10%-200%) of the ‘current driver’s’ tip rate of the estimated route, distance and ride time. This calculation is based on displayed ‘driver tip rate’ the rider is currently riding with as well as an estimated start and end. When the rider agrees to use this feature, they agree to paying an estimated final tip amount. As well, the driver agrees to accept this estimated amount without dispute and within reason.
When the Auto-Tip setting is on (enabled), riders agree to be subject to the ‘tip rate’ of their current driver connected via Token. Auto-Tip can be set to ‘ON’ (automatic tips) or ‘OFF’ (manual tips) at anytime and at the rider’s discretion.
Example of how Auto-Tip calculates and bills the rider:
If a rider has set the ride to Auto-Tip and the rider is currently riding with a driver who’s tip rate is set to “economy car,” you may likely expect an estimated pickup fee of $5.00 + $1.00 per mile + .25c per minute. For estimation purposes, this (20 mile, 30 min.) ride scenario where as the rider and driver were connected accurately, the tip expected estimate would be $5 + $30 + $7.50 = $32.50. If the rider set their Auto-Tip percentage to 20%, the tip would be calculated at $6.50 + a $1 convenience fee would be added for a total billed tip of $7.50. $6.50 would be paid to the driver when the ride is sensed to be complete. This is an estimate and subject to imperfections, errors and other factors.
Both rider and driver agree to accept Auto-Tip rules and results. Contact customer support ‘firstname.lastname@example.org’ if you feel a dispute is required based on a large scale tipping error.
Driver Tip Rates:
Drivers must select a tip rate associated with their vehicle type, capacity, and functionality e.g Luxury Sport, Economy. The ‘Driver Tip Rate’ can be viewed by the rider via the driver’s profile when connected during a ride or on the rider’s ‘favorite drivers list.’ This rate is subject to change before and after a current ride. Rider’s are not required to manually tip a driver based on this rate. It will be used to calculate all Auto-Tip payments and rider and driver agree to accept it should they use the Auto-tip feature. Driver Tip Rates are exclusive to the Auto-Tip feature.
From time to time, Token may offer you special promotions related to the use of Token Services by you, your family members, or friends. Such promotions may be contingent, among other things, on the use, and may require certain actions, by you, your family members, or friends. Further, such promotions will be subject to limited availability and additional terms and conditions, which will be displayed to you at the time you receive such promotions, including but not limited to certain actions that may be required, expiration time, etc.
Token RESERVES THE RIGHT TO TERMINATE OR MODIFY, WITHOUT NOTICE, ANY PROMOTIONS AND THEIR RESPECTIVE TERMS AND CONDITIONS, AT ANY TIME FOR ANY REASON OR NO REASON WHATSOEVER. Token DISCLAIMS ANY AND ALL LIABILITY RELATED TO YOUR USE OR INABILITY TO USE SUCH PROMOTIONS OR YOUR RELIANCE ON THE COMPLETENESS AND ACCURACY OF ANY INFORMATION RELATED TO SUCH PROMOTIONS, INCLUDING THE MERE EXISTENCE OR AVAILABILITY THEREOF.
Token Chat Messaging Feature.
The Token chat messaging feature uses your data and fees may apply. When riders make a driver a ‘favorite driver’ will have access to the driver directly via chat as long as they keep the driver on the ‘favorite drivers list.’ Favorite Drivers are able to respond to a rider via the chat feature temporarily and for 24 hours from the time a rider has sent the last chat message to said favorite driver. Driver access to rider profile information and chat will then be removed until if/when the rider again contacts the favorite driver, in which driver access to the rider profile will be restored. All rider driver communications will be deleted and purged from the driver’s app by Token within 24 hours or last chat transaction. You agree to not harass users or to use this feature for any illegal activity.
LICENSE GRANT, RESTRICTIONS, INTELLECTUAL PROPERTY AND COPYRIGHT POLICY
License Granted by User.
Subject to the license granted below, any User Content communicated, uploaded or posted to/through the Services belongs to the person who posted such content. You may use any User Content posted by you in any other way without restriction. You may only use Content posted by others in the ways permitted by this Agreement.
When you upload, communicate or submit User Content on or through the Services, you grant Token a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, fully sub-licensable license to publish and use your User Content. This right will continue even after you stop using the Services. Besides the right to publish, you also grant Token, under said license, the following rights, without limitation:
the right to reproduce or copy or create derivative works;
the right to transfer, deliver, and sell the User Content, which includes the distribution via computer and networks;
the right to edit, modify, adapt, arrange, improve, correct, develop, translate, in all or in part;
the right to update/upgrade by adding or removing;
the right to use or post the User Content in any media. By posting the User Content, you waive any and all rights to be compensated by Token, its subsidiaries and/or affiliates for such User Content.
You agree that any feedback, suggestions, ideas, or other information or materials regarding Token or the Services that you provide, whether by email or otherwise, are non-confidential and shall become the sole property of Token. We will be entitled to any unrestricted use and dissemination of such feedback for any purpose, commercial or otherwise, without the acknowledgment or compensation to you. You waive any rights you may have to the feedback (including copyrights or any other rights).
The submission of your User Content on/through the Services is entirely voluntary, non-confidential, gratuitous, and non-committal. You acknowledge that you have read, understand, and agree to the terms enumerated below, and you further agree that these terms shall apply to any additional material previously or later submitted:
The User Content represents your own original work. You have all necessary rights to submit the User Content. In doing so, you are not violating the rights of any third party and you know of no other individual or entity whose rights will be infringed upon by using the User Content.
You understand that disclosure of User Content does not establish a confidential relationship or obligate Token to treat your User Content (or any related materials) as secret or confidential.
You irrevocably release and forever discharge Token, its subsidiaries and affiliates (together, the “Released Parties”) from any and all liabilities, actions, causes of actions, claims, damages, and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall, or may have against the Released Parties or their respecting successors and assigns regarding the User Content, including without limitation regarding how Token, its affiliates and subsidiaries et al, directly or indirectly, use the User Content, with the sole exception regarding the foregoing release and discharge being your right to bring a claim for patent infringement.
Intellectual Property Ownership.
Token alone (and its licensors, where applicable) shall own all rights, title and interest, including all related intellectual property rights, in and to the Application and the Services and any improvements, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Application and/or the Services.
This Agreement is not a sale agreement and it does not convey to you any rights of ownership (or any other interest) in or related to the Application, the Services, or any intellectual property rights owned by Token, its licensors, subsidiaries and affiliates, et al. Token name, logo, and any product/service names associated with the Application and the Services are trademarks of Token or third parties, whether registered or not, and no right or license is granted to you with respect to using the same.
Third Party Interactions.
During the use of the Services, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party service providers, advertisers or sponsors showing their goods and/or services through the Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party. Token, its licensors, subsidiaries and affiliates shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction or promotion between you and any such third-party. Token does not endorse any sites on the Internet that are linked through the Services, and in no event shall Token, its licensors, subsidiaries or affiliates be responsible for any content, products, services or other materials on or available from such sites or third party service providers. Token provides the Services to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of goods and/or services may require your agreement to additional or different terms and conditions prior to your use of or access to such goods or services, and Token disclaims any and all responsibility or liability arising from such agreements between you and third party service providers.
Token may rely on third party advertising and marketing supplied through the Services and other mechanisms to promote or subsidize the Services. By agreeing to these terms and conditions you agree to receive such advertising and marketing. If you do not want to receive such advertising you should notify us in writing. Token reserves the right to charge you a higher fee for the Services should you choose not to receive these advertising services. Token may compile and release information regarding you and your use of the Services on an anonymous basis as part of a customer profile or similar report or analysis. You agree that it is your responsibility to take reasonable precautions in all actions and interactions with any third party you interact with through/on the Application and/or the Services.
Token respects copyright law and expects its users to do the same. It is our policy to terminate, in appropriate circumstances, Users or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
By entering into this Agreement and using the Application and the Services, you agree that you shall defend, indemnify and hold Token, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, Users, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) your violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein; (b) your violation of any rights of any third party, including providers of transportation services arranged via the Services, or (c) your use or misuse of the Services.
Token MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES. Token DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SYSTEM OR DATA, (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THE SERVICES AND THE APPLICATION ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED BY Token TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Token MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY, THROUGH, OR FROM THIRD PARTIES THROUGH THE USE OF THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY THIRD PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
THE SERVICES AND APPLICATION MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATION. Token IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
LIMITATION OF LIABILITY.
(A) IN NO EVENT SHALL Token, ITS LICENSORS, SUBSIDIARIES, AND/OR AFFILIATES BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) EVEN IF Token HAS BEEN ADVISED OF SUCH DAMAGES. Token, ITS LICENSORS, SUBSIDIARIES, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY, WHICH MAY BE INCURRED BY YOU, INCLUDING BY NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY PROVIDER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON OR IS REFERRED BY THE SERVICES, EVEN IF Token, ITS LICENSORS, SUBSIDIARIES, AND/OR AFFILIATES HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(B) Token MAY INTRODUCE YOU TO THIRD PARTY PROVIDERS FOR THE PURPOSES OF PROVIDING TRANSPORTATION SERVICES. HOWEVER, WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY SUCH THIRD PARTY PROVIDERS AND YOU HEREBY EXPRESSLY WAIVE AND RELEASE Token FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE SERVICES, OR INABILITY TO THEREOF, OR IN ANY WAY RELATED TO THE THIRD PARTY PROVIDERS INTRODUCED TO YOU BY/THROUGH THE SERVICES. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING SERVICES OFFERED VIA THE SERVICES (WITH ALL ITS IMPLICATIONS) RESTS SOLELY WITH YOU.
(C) THE QUALITY OF TRANSPORTATION SERVICES SCHEDULED THROUGH THE USE OF THE SERVICES IS ENTIRELY THE RESPONSIBILITY OF A THIRD PARTY PROVIDER WHO ULTIMATELY PROVIDES SUCH TRANSPORTATION SERVICES TO YOU. YOU UNDERSTAND AND AGREE THAT BY USING THE APPLICATION AND THE SERVICES, YOU MAY BE EXPOSED TO TRANSPORTATION THAT IS POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE OR OTHERWISE OBJECTIONABLE, AND YOU ACKNOWLEDGE AND AGREE THAT YOU USE THE APPLICATION AND THE SERVICE AT YOUR OWN RISK.
Token may give notice by means of a general notice on/through the Services, electronic mail to your email address stored in your user profile with Token. Such notice shall be deemed to have been given upon the expiration of 12 hours after sending.
You may give notice to Token, and such notice shall be deemed given upon receipt by Token, when sent by email to support@Token.tips.
This Agreement may not be assigned by you without the prior written approval of Token but may be assigned without your consent by Token to (i) a parent, subsidiary, or affiliate (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
You agree to comply fully with all U.S. and foreign export laws and regulations to ensure that neither the Application nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By downloading, installing, and using the Application, 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.
User and Token agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Service or Application (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Token are each waiving the right to a trial by jury or to participate as a plaintiff or class User in any purported class action or representative proceeding. Further, unless both you and Token otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of this Agreement.
Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure.
Unless you and Token otherwise agree, the arbitration will be conducted in the county where Token resides. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. Changes. Notwithstanding the provisions of the modification-related provisions above, if Token changes this “Dispute Resolution” section after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject any such change by sending us written notice (including by email to Token Support) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of Token’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Token in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).
NO JOINT VENTURE, PARTNERSHIP, EMPLOYMENT, OR AGENCY RELATIONSHIP
No joint venture, partnership, employment, or agency relationship exists between You, Token or any third party as a result of this Agreement or use of the Services.
This Agreement comprises the entire agreement between You and Token and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
CHOICE OF LAW
These Terms are governed by and construed in accordance with the laws of the State of California, U.S.A., without giving effect to any conflict of law principles.