Terms of Use - Camden Loop

2. Via Services

The “Via Services” that are governed by these Terms are: (i) the websites that Via creates, hosts, owns, controls, develops, or otherwise makes available in connection with the Camden Loop (the “Via Websites”), (ii) the mobile applications and platforms that Via creates, hosts, owns, controls, develops, or otherwise makes available to Riders and Drivers, each as defined below, in connection with the Camden Loop (the “Via Apps”), and (iii) the platforms, dashboards, content, products, customer support services, and any related interfaces, tools, and services that Via makes available to Enterprise Customers in connection with the Camden Loop. 

Via services that are not provided in connection with the Camden Loop are governed by Via’s primary Terms of Use, available here.

“Enterprise Customers” are cities, transit agencies, transport operators, school districts, universities, corporations, and other governmental or institutional customers which may use the Via Services to establish, monitor, operate and/or manage transportation, delivery, and logistics networks or to arrange for transportation, delivery, or logistics services for Riders and Delivery Users, each defined below.

Please note that certain Via Services are governed by alternative terms instead of these Terms. For your convenience, we have compiled a list of Via Services that are not covered or addressed by these Terms, available here. This list may be updated periodically and is not intended to be exhaustive. 

There are several categories of individual “Users” who may access the Via Services and whose relationship with Via may be governed by these Terms (along with any Additional Terms):
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• Riders: Riders are individuals who use the Via Services to request transportation services (or information about transportation services) for themselves or others, as well as those who receive such services. Riders may be individuals who did not create a User Account, defined in Access to the Via Services below, with any of the Via Services, but who are traveling with an account holder. Riders may also be individuals who are the beneficiaries of a request for transportation made by an account holder, including by a friend, family member, caregiver or by an Enterprise Platform User, defined below, using the Via Solution to request rides for eligible individuals. 
• Drivers: Drivers are individuals who provide transportation, delivery, logistics, or other services by using the Via Services. Drivers are not employees of Via. Rather, Drivers have entered into agreements with Via as independent contractors or have been engaged by transportation operators or other partners or subcontractors which contract with Via. In services featuring autonomous vehicles, Drivers may also include vehicle safety operators who support the operation of autonomous vehicles, which may not require manual human operation.
• Delivery Users: Delivery Users are individuals who request or receive deliveries of goods, including food as well as other products, using the Via Services.
• Enterprise Platform Users: Enterprise Platform Users are employees or agents of Enterprise Customers.
• Visitors: Visitors are all other individuals who interact with the Via Services, including by downloading the Via Apps, or looking at or typing information into the Via Websites, without ever completing registration for a User Account, defined in Access to the Via Services below.

Throughout these Terms, any request for transportation, delivery, or logistics services is referred to as a “Reservation.”

‍VIA DOES NOT PROVIDE TRANSPORTATION OR DELIVERY SERVICES TO USERS. VIA OFFERS RIDERS AND ENTERPRISE CUSTOMERS INFORMATION AND A METHOD TO ARRANGE FOR TRANSPORTATION, DELIVERY, OR LOGISTICS SERVICES, BUT VIA DOES NOT AND DOES NOT INTEND TO PROVIDE SUCH SERVICES. VIA IS NOT A MOTOR CARRIER, COMMON CARRIER, PROPERTY CARRIER, OR OTHER TRANSPORTATION CARRIER. YOU ACKNOWLEDGE THAT YOUR ABILITY TO ARRANGE FOR OR OBTAIN TRANSPORTATION, DELIVERY, OR LOGISTICS SERVICES USING THE VIA SERVICES DOES NOT IN ANY WAY ESTABLISH VIA AS A PROVIDER OF THOSE SERVICES. DRIVERS ARE SOLELY RESPONSIBLE FOR OFFERING ANY TRANSPORTATION, DELIVERY, OR LOGISTICS SERVICES WHICH MAY BE ARRANGED THROUGH THE VIA SERVICES. VIA HAS NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSPORTATION OR DELIVERY SERVICES PROVIDED TO YOU BY DRIVERS.

‍YOU ACKNOWLEDGE THAT DRIVERS AND ANY OTHER INDEPENDENT THIRD-PARTY SERVICE PROVIDERS WHO MAY USE THE VIA SERVICES ARE NOT EMPLOYEES, ACTUAL AGENTS, APPARENT AGENTS, OR OSTENSIBLE AGENTS OF VIA IN ANY WAY. YOU FURTHER ACKNOWLEDGE THAT ANY EFFORT, FEATURE, PROCESS, POLICY, OR STANDARD UNDERTAKEN BY VIA IN THE INTEREST OF PUBLIC SAFETY (WHETHER OR NOT REQUIRED BY APPLICABLE STATUTE OR REGULATION) OR AS A REQUIREMENT OF VIA’S CONTRACTUAL ARRANGEMENT WITH AN ENTERPRISE CUSTOMER IS NOT EVIDENCE OF AN EMPLOYMENT, ACTUAL AGENCY, APPARENT AGENCY, OR OSTENSIBLE AGENCY RELATIONSHIP BETWEEN VIA AND ANY DRIVER.

‍Changes to the Via Services

‍You acknowledge that the Via Services and all characteristics of the third-party transportation, delivery, and logistics services that can be accessed through the Via Services are subject to change at any time without notice. You also acknowledge that you may be required to accept updates to the Via Apps or other third-party software you have installed on your computer or mobile device in order to continue to use the Via Services.

3. Access To The Via Services

User Accounts and Credentials

‍To use the Via Services as a Rider, Driver, or Enterprise Platform User, you may be required to create an account (“User Account”). You agree not to create more than one User Account for any separately branded product or service available through the Via Services. Via reserves the right to deactivate any additional or duplicate User Accounts. You may not create a User Account for someone else unless you have the legal authority to do so. Enterprise Platform Users may create User Accounts for Riders and Drivers only if authorized to do so by Via. Via personnel may also create User Accounts at the request of an Enterprise Customer or a prospective Rider or Driver.

You agree not to provide any false information for purposes of creating a User Account or accessing the Via Services. You are solely responsible for maintaining accurate, complete, and up-to-date information in your User Account.

Your User Account is personal to you, and you may not share your access credentials with, or allow access to your User Account by, any third party. You are responsible for the confidentiality and security of your User Account and you agree to preserve the confidentiality of your access credentials and the security of any device that you use to access the Via Services. You agree to notify Via immediately by emailing support@ridewithvia.com regarding any known or suspected breach of security, including any third party’s access to your User Account or any loss, theft, or unauthorized disclosure of the access credentials to your User Account. You will be solely responsible for any injuries, losses, or damages of any kind incurred by Via and others arising from or related to your failure to maintain the confidentiality and security of your User Account. 

‍Responsibility for Other Users

‍You will be responsible for all activity that occurs under your User Account and access credentials. For example, if you are a Rider and you make a Reservation for transportation, delivery, or logistics services to be used by any other individual, you are responsible for that individual’s behavior and use of the services arranged through the Via Services. Note that when you make a Reservation for transportation services, you must indicate how many individuals are traveling in your party. If you do not accurately report this information when making a Reservation, you or your guests may not be accommodated and you may be subject to additional Fees (as defined below).

‍Minors

The Via Services are not available to children under the age of 18. If you are under the age of 18, you may not create a User Account or use the Via Services (unless you are accompanied by an adult User). If you are a parent or guardian and believe that a child under the age of 18 has registered for or used the Via Services without your consent, please contact us at support@ridewithvia.com.

‍Agent of an Organization

‍If you are using the Via Services on behalf of any organization, agency, or corporate entity (including an Enterprise Customer), then you represent and warrant that you: (1) are an authorized representative of that organization; (2) have the authority to bind that organization to these Terms; and (3) agree to be bound by these Terms on behalf of that organization.

‍Network Access and Devices
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You are responsible for obtaining access to the internet, data network, and compatible hardware or devices necessary to use the Via Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Via Services from your mobile device. Via does not guarantee that any component of the Via Services will function on any particular hardware or device. In addition, the Via Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

‍Restriction and Termination of Access

‍Via reserves the right to temporarily or permanently restrict your User Account and your access to the Via Services at its sole discretion and for any reason. Further, Via may in its sole discretion and without liability modify, suspend, or discontinue at any time, with or without notice, any aspect of the Via Services or the third-party services offered to you through the Via Services. Please see the Termination and Account Restrictions section below for additional information related to the termination of access to the Via Services.

4. Fees and Payments

Fees
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‍You acknowledge that Via may charge you fees, taxes, and/or surcharges for your access to the Via Services, your use of the Via Services to make Reservations, and for conduct, conditions, and incidents that occur in connection with the transportation, delivery, or logistics services that you reserve or receive through the use of the Via Services (collectively, “Fees”). Depending on the specific Via Services you are using, your use of the Via Services may result in different Fees. Additionally, some Fees may be charged by Via on behalf of third parties, including Enterprise Customers and governmental authorities. All Fees are non-refundable unless otherwise determined by Via. 

If you are a Rider, the Fees that Via may charge you can include:
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• Service Fees and Reservation Fees. These Fees may be assessed and charged to you if you request specific Via Services or make a Reservation.
• Cleaning/Damage Fees. Cleaning or damage Fees may be assessed and charged to you if a Driver’s vehicle’s interior or exterior is damaged or dirtied as a result of your or your guest(s)’s intentional, reckless, or negligent acts (including aggressive slamming of doors, vomiting, or pet hair). Via reserves the right (but is not obligated) to verify or otherwise require documentation of damages prior to processing such Fees.
• Cancellation or No-Show Fees. If you cancel a Reservation or are not present at the time and place designated in your Reservation, Via may charge you Fees for cancellations or no-shows. Repeated cancellations or instances of “no-shows” may be indicative of system misuse and may result in the suspension or deactivation of your account in Via’s sole discretion.
• Tolls, Surcharge, and Other Third Party Fees. In certain instances, Via may charge you Fees attributable to tolls or other surcharges, including airport fees, state or local fees, and event fees. If required by law, Via will also collect applicable taxes. 
• Tips. In certain instances, you may be able to use the Via Services to tip your Driver. Any tips provided through the Via Services will be provided entirely to the applicable Driver and will not be retained by Via.

Via reserves the right to establish, remove, consolidate, and revise any prices, fees, taxes, and surcharges for any services obtained through the use of the Via Services at any time.

‍Payments

‍Depending on the Via Services you use, Via may require you to select a payment method when creating a User Account. Via does not directly collect or store full debit or credit card numbers. All debit or credit card payments are facilitated through third-party payment processors, including Braintree, a division of PayPal, Inc. Via may replace its third-party payment processor without notice to you.

‍Via Credits

‍Depending on the specific Via Services you are using, you may be able to purchase, receive, or provide credit towards future Reservations by yourself or others (“Via Credit”). Via Credit includes ViaPass, which is available for purchase in certain jurisdictions; credit that you may receive in connection with Promotions, as defined below; and any promotional codes or vouchers that are redeemable for Via Credit. 

Via Credit is non-transferable and non-refundable. Via Credit may only be used with the Via Services; it has no other monetary or exchange value. Via Credit may be subject to Additional Terms, including restrictions and conditions that govern the use of the Via Credit and its expiration. Via reserves the right to withhold, reduce, or revoke Via Credit if it was received or used in error, fraudulently, illegally, or in violation of these Terms or any Additional Terms. Via reserves the right to alter the way in which any Users earn or retain Via Credit and the way in which Via Credit can be redeemed.

5. Promotions

From time to time, in Via’s sole discretion, we may offer special contests, sweepstakes, referral programs, loyalty programs, and other promotions (“Promotions”). Via reserves the right to terminate, discontinue, or cancel any Promotions at our sole discretion, at any time, and without notice.

We may also send you communications, show you, or provide links to third-party services, products, websites, and applications, including opportunities to purchase goods and services from, or participate in Promotions of our business partners, charities, sponsors or other third parties (“Third-Party Promotions”). You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites, services, or applications. You assume all risk and we disclaim all liability arising from your use of Third-Party Promotions.

By participating in a Promotion (including a Third-Party Promotion), you agree to any Additional Terms that govern that Promotion. Please see our Privacy Notice for more information about how we may collect, use, and disclose personal information in connection with Promotions.

6. Communications

Consent to Communications

‍You agree that by entering into this Agreement or using the Via Services, Via and its agents and third-party service providers may contact you by email, telephone calls, text message (such as SMS, MMS, or successor protocols or technologies), mail, and notifications posted in or through the Via Services, including in the Via Apps, Via Websites, or any other Via Services.

You expressly agree that Via or its service providers and business partners may send you calls and text messages, including automated calls and text messages, prerecorded or artificial voice messages, and calls and text messages that are generated by automatic telephone dialing systems. Your consent to receive calls and text messages with marketing content is completely voluntary and is not a condition of purchasing any property, goods or services.

Calls or texts may be sent for purposes that include: (i) verifying or updating your User Account information or access credentials, (ii) transactional, administrative, and operative communications regarding your User Account or services you provide or receive by using the Via Services (e.g., notifications about the status of your Reservation, notifications about suspected fraud or unlawful activity), (iii) promotional emails concerning new products or features relating to the Via Services or services offered by third-party business partners, and (iv) news or legal or regulatory developments.

You acknowledge that telephone calls to or from Via, together with its agents and affiliates, may be monitored and recorded consistent with all applicable laws, and you agree to such monitoring and recording.

‍Opting Out of Communications

‍IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS FROM VIA, YOU CAN UNSUBSCRIBE BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.

IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS FROM VIA, YOU MAY REPLY “STOP” TO THE TEXT MESSAGE FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. YOU CAN ALSO EMAIL SUPPORT@RIDEWITHVIA.COM TO ADVISE US THAT YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXT MESSAGES. 

It is your sole responsibility to notify us if you no longer want to receive promotional communications. Note that if you change your phone number or email address, and you wish to unsubscribe from promotional communications to that new phone number or email address, you must submit an opt-out request associated with your new contact information. 

Please note that even if you opt out of promotional calls or text messages, we reserve the right to continue to send you transactional or informational calls and texts, including through automatic telephone dialing systems.

It is possible that third parties may have your contact information and you may continue to receive communications from these third parties despite an opt out request. We are not responsible for unwanted contact from third parties.  Please contact third parties directly to inform them of your communication preferences.

‍Accuracy of Information

‍You verify that any contact information you provide to Via, including your name, mailing address, email address, telephone number(s), and/or mobile telephone number(s), is true and accurate.  You represent and warrant that you are the current subscriber and/or primary user of any telephone number that you provide as your own. If we discover that any information provided in connection with your account registration is false, inaccurate, or in violation of the above representations and warranties, we may suspend or terminate your User Account. Should any of your contact information change, you agree to immediately notify us at support@ridewithvia.com.

‍Unauthorized Use of Your Telephone Device

‍You agree to notify us at support@ridewithvia.com of any unauthorized use of your telephone device. Although Via will not be liable for losses caused by any unauthorized use of your telephone device, you may be liable for our losses due to such unauthorized use.

‍Fees and Charges

‍Message and data rates may apply to any phone calls and any text messages sent from us to you and from you to us. Check your phone plan and contact your carrier for details.

7. Intellectual Property

With the exception of User Submissions, as defined below, the Via Services and everything on it are owned by or licensed to Via and are therefore protected by copyright, trademark, trade dress, domain name, patent, trade secret, international treaties, and/or other intellectual or proprietary rights and laws of the United States and other countries.

‍Via Content

‍All designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, photos, interactive features, service marks, trade names, and other content and trademarks displayed in the Via Services (collectively, “Via Content”), as well as the collection, arrangement, assembly, or any other compilation of any Via Content, are the property of Via or its licensors and are subject to copyright, trademark, and other intellectual property rights in the United States and other countries. The term “content” or “contents” as used generally in these Terms shall mean any text, graphics, images, video, information, logos, button icons, software, audio files, computer code, or other materials.

‍Via Marks

‍Via, as well as logos, designs, graphics, icons, scripts, service marks and trade names used in the Via Services (the “Via Marks”) are the intellectual property of Via or its licensors. Without prior written permission from Via, you agree not to display, reference, or use the Via Marks in any manner. If you are granted written permission to use the Via Marks, you may only use the specific Via Marks obtained directly from Via for the permitted purpose.

‍License to You

‍Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Via Services, solely as expressly permitted by these Terms and subject to all terms and conditions of these Terms, and in compliance with all applicable laws. Any other use is strictly and expressly prohibited. Nothing contained in the Via Services or the Via Content should be interpreted as granting to you any license or right to use any of the Via Services, Via Content, Via Marks, and/or third-party proprietary content on the Via Services without the express written permission of Via or the relevant third-party owner, as applicable. Any rights not expressly granted herein are reserved by Via and Via’s licensors. 

The limited license described above is revocable at any time without notice and with or without cause. Unauthorized use of the Via Content or Via Marks is prohibited. In the event Via grants you express written permission to make any copy of the Via Content, you must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Via Content on any such copy. 

You acknowledge that you will not obtain any right, title or interest in or to Via Content or the Via Marks as a result of your use of the Via Services.

‍User Submissions

‍User Submissions are any content, information, data or materials that you post, upload, e-mail, transmit or otherwise make available to Via or in the Via Services (“User Submissions”). User Submissions may include commentary, feedback, suggestions, ideas, requests for service or product enhancements, and submissions of entries for competitions and promotions. You acknowledge and agree that all User Submissions provided by you are non-confidential and non-proprietary.

You understand and acknowledge that you are responsible for any User Submissions you submit or contribute and you, not Via, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

‍Via’s Use of User Submissions

‍You acknowledge and agree that you have no expectation of compensation, privacy, or confidentiality with respect to any User Submissions. By providing User Submissions, you grant Via and its service providers, as well as each of our respective licensees, successors, and assigns, a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, transferable, sublicensable license to use, view, copy, adapt, sell, transfer, modify, remove, publish, transmit, distribute, broadcast, stream, perform, publicly display, create derivative works of, or otherwise exploit in any manner such User Submissions for any purpose without further notice to or consent from you, and without compensation to you or any other person or entity, including for the purpose of promoting Via and its services.

Please email us at support@ridewithvia.com if you believe your User Submissions are being used in an objectionable manner and we will do what we reasonably can to remedy such use of your User Submissions. We have no obligation to pre-screen User Submissions, but we reserve the right in our sole discretion to pre-screen, remove, or refuse to accept post, display, or transmit any User Submissions at any time for any reason, including if we determine that a User Submission violates these Terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive, or illegal; or violates the rights of, or harms or threatens the safety of users of the Via Services.

‍You Must Have Rights to Your User Submissions

‍You represent and warrant that: (i) you own the content in your User Submissions or otherwise have the right to grant the license set forth in these Terms, (ii) your provision of User Submissions does not violate confidentiality obligations or expectations, privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person or entity, and (iii) your provision of User Submissions does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing to any person by reason of your provision of User Submissions. 

‍Copyright Policy

‍Via respects the intellectual property of others and expects Users to do the same. If you believe that any materials in the Via Services infringe upon your copyrights, we want to know about it so that we can take appropriate actions. Please view our Copyright Policy for information on how to make a copyright complaint.

8. Prohibitions

You agree to use the Via Services only for their intended purpose. You must use the Via Services in compliance with these Terms, including any Additional Terms applicable to your use of the Via Services (for example, any zero tolerance policy, anti-discrimination policy, or community guidelines applicable to your use of the Via Services). You must use the Via Services in compliance with all privacy, data protection, intellectual property, and other applicable laws. 

You may not, and shall not cause or allow any other User or third party to:
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• attempt to interfere with, harm, reverse engineer, steal from, impair or gain unauthorized access to the Via Services, User Accounts, or the technology and equipment supporting the Via Services;
• frame, mirror, or link to the Via Services without permission;
• use or enable the use of scraping, indexing, surveying, data mining, robots, web spiders, viruses or worms or other data gathering devices on or through the Via Service, including any program which may make multiple server requests per second, or unduly burdens or hinders the operation or performance of any aspect of the Via Services; 
• post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity;
• disclose personal information about another person, or post, send or store infringing, obscene, threatening, libelous or otherwise tortious material, including material that is harmful to children, violates the rights of third parties, or is intended to harass, abuse, or degrade another person;
• sell, transfer, or assign any of your rights to use the Via Services to a third party without our express written consent;
• post advertising or marketing links or content, including spam or otherwise duplicative and unsolicited messages, except as specifically allowed by these Terms;
• access the Via Services in order to build a competitive website, application or service;
• download, remove, transmit, alter, reproduce, modify, distribute, prepare derivative works based upon, translate, adapt, broadcast, mirror, sell, lease, obscure, decompile, reverse engineer, or disassemble, or otherwise exploit any content or any trademark or copyright notice from the Via Services (including the Via Content and the Via Marks), except as expressly permitted by Via; 
• take any action that tends to impair the validity of the Via Marks as proprietary trademarks, service marks, trade names or trade dress of Via or their licensors, as applicable;
• use the Via Services in a way that causes any harm or injury to any person; 
• use the Via Services in an illegal way or to commit an illegal act in relation to the Via Services or that otherwise results in fines, penalties, and other liability to Via or others; 
• access the Via Services from a jurisdiction where it is illegal or unauthorized; or
• use the Via Services in any other manner that violates any law, statute, rule, permit, ordinance, or regulation.

In addition to reserving the right to suspend or terminate your User Account and prevent access to the Via Services for any reason, we reserve the right to investigate and prosecute violations of the above uses to the fullest extent of the law. Via reserves the right to involve and cooperate with federal, state, and local law enforcement authorities in prosecuting users to violate these Terms in a criminal manner.

You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your violation of these Terms. 

9. Arbitration Agreement & Dispute Resolution

IMPORTANT: PLEASE REVIEW THIS SECTION (“ARBITRATION AGREEMENT”) CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH VIA ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION, EXCEPT AS EXPRESSLY PROVIDED BELOW. BY AGREEING TO THIS ARBITRATION AGREEMENT, YOU WAIVE YOUR RIGHT TO HAVE A TRIAL BY JURY AND YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, EXCEPT AS EXPRESSLY PROVIDED BELOW. 

You have the right to consult with counsel of your choice concerning the Arbitration Agreement and to be represented by counsel at any stage in the arbitration process.

A. Mutual Agreement to Binding Arbitration

‍You and Via Transportation Inc. and its subsidiaries and affiliates (“Via” or the “Company”) agree that, except as expressly provided in Subsection B (“Limited Exceptions to Arbitration”), any and all disputes, claims, or disagreements, whether past, present, or future, which arise out of or relate in any way to (i) this Agreement and this Arbitration Agreement and any of their respective prior versions (including the existence, breach, termination, enforcement, interpretation, scope, waiver, or validity of the Terms and the Arbitration Agreement), (ii) the Transportation Services (including any incidents or accidents in connection with such services), (iii) your access to or use of the Via Platform or any other tools or services provided by the Company, (iv) transactions involving you and the Company or payments by or to the Company (including claims regarding compensation or benefits), (v) your relationship with the Company, (vi) any communications, including marketing communications, drafted or distributed by the Company or by any third party on its behalf, and (vii) any other dispute with the Company (“Claims”), shall be resolved exclusively through binding arbitration between you and the Company, and not by any federal, state, or local court, jury trial, or agency. 

For purposes of this Arbitration Agreement, the terms “you” and “Company” also include each entity’s respective parents, affiliates, subsidiaries, successors, and assigns, and their respective owners, directors, officers, executives, employees, shareholders, and agents.

This Arbitration Agreement shall be binding upon and shall extend to any Claims brought by or against any third parties and third-party beneficiaries (including your spouses, heirs, and assigns). The Company’s service providers, including background check providers and payment processors, shall be considered intended third-party beneficiaries of this Arbitration Agreement and may also enforce this Arbitration Agreement.

THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR, AND NOT A JUDGE OR JURY WILL ADJUDICATE THE CLAIM, AND THAT RIGHTS TO APPEALS OR TO DISCOVERY OR OTHER EXCHANGES OF INFORMATION MAY BE LIMITED IN ARBITRATION. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

B. Limited Exceptions to Arbitration

‍Notwithstanding Subsection A (“Mutual Agreement to Binding Arbitration”) and without waiving the enforceability of the Arbitration Agreement as to any other Claim or to the class and representative action waivers in Subsection J (“Class and Coordinated Action Waiver”), each party retains the right to: (i) resolve a Claim in small claims court, so long as it is within that court’s jurisdiction, the Claim is adjudicated only on an individual basis and not on a class or collective action basis, and the Claim remains in that small claims court; (ii) seek injunctive or other equitable relief in court for infringement or other misuse of intellectual property rights (including patents, copyrights, moral rights, trademarks, and trade secrets or other confidential or proprietary information, but not privacy or publicity rights); or (iii) raise individual claims of sexual assault or sexual harassment in a court of competent jurisdiction. 

The claims listed in this Subsection B (“Limited Exceptions to Arbitration”) as express exceptions to the requirement of binding arbitration must be brought and litigated in a court of competent jurisdiction by you on an individual basis only and not on a class or collective action basis. You agree that no action brought by you under this Subsection B (“Limited Exceptions to Arbitration”) may be consolidated or joined in any fashion with any other proceeding unless otherwise expressly agreed to by the Company. The filing of any action under this Subsection B (“Limited Exceptions to Arbitration”) will automatically stay any arbitration(s) filed that are related to the action pending its outcome.

Nothing in this Arbitration Agreement is intended to or shall prohibit you from providing information to, filing a charge with, or participating in any investigation or proceeding conducted by a governmental agency or official.

C. Pre-Arbitration Negotiation

‍The Company is committed to working with you to reach a reasonable resolution to resolve disputes in a reasonably prompt, cost-effective, and mutually beneficial manner. Therefore, you and the Company agree that before either party initiates an arbitration proceeding, the parties must first make a good faith effort to resolve their dispute informally (“Pre-Arbitration Negotiation”). Pre-Arbitration Negotiation as described in this subsection is a prerequisite and condition precedent to any arbitration.

The party initiating the Pre-Arbitration Negotiation must provide written notice to the other party which will include a description of the Claim. You shall provide notice to the Company by emailing notices@ridewithvia.com and the Company shall provide notice by emailing the email address associated with your User Account or, if you did not create a User Account, any other email address you have provided to the Company. An informal telephonic dispute resolution conference between the parties shall be held between 30 and 60 days after the date the notice is received (or at a later date, if mutually agreed by the parties), and the parties are free to attempt to resolve the Claim in the intervening period. If either party is represented by counsel, the counsel may participate in the conference, but the party must also attend. A separate, individualized conference must be held for purposes of Pre-Arbitration Negotiation each time either party intends to commence a formal dispute resolution proceeding; multiple claimants cannot participate in the same conference.

The parties agree to negotiate in good faith for up to 60 days, subject to extension by mutual agreement of the parties, before arbitration can be initiated. Any statute of limitations or filing fee deadlines that are applicable to the Claim shall be tolled while the parties engage in Pre-Arbitration Negotiation. 

D. Arbitration Rules and Procedures 

‍The arbitration will be administered by JAMS, under the JAMS Streamlined Arbitration Rules & Procedures that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Arbitration Agreement. However, if the value of any Claim exceeds $500,000, the arbitration will be administered in accordance with the JAMS Comprehensive Arbitration Rules and Procedures in effect at the time the arbitration is initiated, as modified by the terms set forth in this Arbitration Agreement. The applicable JAMS rules and procedures are available at https://www.jamsadr.com/adr-rules-procedures/ or by calling JAMS at 1-800-352-5267.

Unless the parties agree otherwise, any arbitration hearing will take place at the JAMS location closest to the county in which you reside. The arbitration will take place before a single arbitrator selected in accordance with the applicable JAMS rules. The arbitration will be conducted in English. If English is not your native language, you shall have the right to be accompanied by a translator in your native language during any arbitration hearings or conferences.

If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents the parties submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If the amount in controversy exceeds $10,000 or the claimant seeks declaratory or injunctive relief, either party may request to hold a hearing (or the arbitrator may determine to hold one). Any hearing must be attended by the claimant.

Any exchange of information in the arbitration must be consistent with the expedited, cost-efficient nature of arbitration. Document requests and disclosures in any arbitration shall be limited to documents directly relevant to significant issues in the case or to the case’s outcome, shall be restricted in terms of timeframe, subject matter, and persons or entities to which the requests pertain, and shall not include broad phraseology such as “all documents directly or indirectly related to.” The parties agree that any JAMS rule that would entitle each party to conduct at least one deposition shall not apply.

All Claims in arbitration shall be subject to the same statutes of limitation that would apply in court.

Unless otherwise prohibited by law, all arbitration proceedings will be confidential and all records relating to it will be sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).

E. Commencing an Arbitration

‍If the parties have engaged in the Pre-Arbitration Negotiation process and were unable to reach a resolution, the party raising a Claim may initiate an arbitration by: (1) submitting the arbitration demand to JAMS and to the other party or parties, and (2) paying its, his, or her portion of any initial arbitration filing fee.

The demand for arbitration must include the claimant’s name, telephone number, mailing address, and email address. Additionally, as a safeguard against counsel who may file claims on behalf of individuals with whom they do not have contact, any demand for arbitration filed by counsel must also include the party’s original (i.e., non-electronic) signature.

To provide notice to the Company, you must send the arbitration demand by USPS Priority Mail to the Company’s registered CSC agent in your jurisdiction (please see the list of agents by jurisdiction available at https://www.cscglobal.com/cscglobal/pdfs/CSC-registered-agent-addresses.pdf), and also submit a courtesy copy electronically to notices@ridewithvia.com.

Nothing in this Arbitration Agreement waives any requirements under the JAMS Rules for commencing an arbitration.

F. Fees

‍The payment of initial arbitration filing fees will be governed by the JAMS rules, which require the party bringing a Claim to pay a fee to initiate the arbitration. 

Except in the case of offers of judgment under Subsection G (“Offers of Judgment”) below, each party in a dispute will be responsible for its own attorneys’ fees and any costs that are not unique to arbitration, unless the applicable substantive law governing the claims in the arbitration expressly provides otherwise. If required by the arbitrator, the Company will pay the arbitrator’s fees, as well as all fees and costs unique to arbitration, but all such fees may be apportioned between the parties in a final ruling by the arbitrator in accordance with JAMS rules and applicable law.

The parties also agree that a good faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of the Arbitration Agreement while such challenge remains pending, and that any and all deadlines for paying those fees shall be tolled during the pendency of such challenge.

G. Offers of Judgment

‍At any time but no later than 14 days before the date set for any arbitration hearing or, if a hearing is not held, the deadline for submitting the last documents on the basis of which the arbitrator’s decision will be made, any party may serve an offer of judgment on the other party on terms specified in that offer. If the offer of judgment is not accepted prior to the commencement of the hearing or within 30 days of being made, whichever occurs first, it shall be deemed withdrawn and cannot be given in evidence. If the offer of judgment is not accepted by the receiving party within this timeframe and the receiving party then fails to obtain a more favorable award in the arbitration, the receiving party shall pay the costs incurred by the offering party after the offer was made, excluding attorneys’ fees, the arbitrator’s professional fees, and JAMS’ administrative fees. The arbitrator shall enter a post-award judgment on any amounts owed under this section.

H. Governing Law
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‍Notwithstanding any choice of law or other provision in the Terms, the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern the interpretation, enforcement, and proceedings pursuant to this Arbitration Agreement because it evidences a transaction involving interstate commerce. If for whatever reason the FAA does not apply, the state law governing arbitration agreements in the state in which you resided at the time of accepting this Agreement shall apply.

I. Arbitrator’s Jurisdiction and Powers

‍Except as expressly provided in Subsection B (“Limited Exceptions to Arbitration”) or Subsection J (“Class and Coordinated Action Waiver”), the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to (1) resolve any and all Claims, including disputes about the scope, applicability, enforceability, revocability, unconscionability, voidability, or validity of this Arbitration Agreement or any portion of the Arbitration Agreement as well as any dispute regarding the payment of JAMS administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment), and (2) determine threshold arbitrability questions, including any issues relating to whether the Terms and/or Arbitration Agreement are applicable, unconscionable, or illusory, as well as any defense to arbitration.

The arbitrator shall have no authority or jurisdiction to consider or resolve any claim or issue any relief on a class, collective, or representative basis. If the arbitrator awards declaratory or injunctive relief, the arbitrator shall only have authority to order such relief in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims.

The arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication, motions to dismiss, demurrers, and motions for a directed award, including prior to the commencement or close of any arbitration hearing.

The arbitrator shall be authorized to afford any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or any applicable state law for either party’s violation of the standards set forth in those rules and statutes.

The arbitrator’s award or decision shall be final and binding on all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so.

J. Class and Coordinated Action Waiver

‍YOU AND THE COMPANY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU AND THE COMPANY CAN ONLY RESOLVE DISPUTES IN AN INDIVIDUAL CAPACITY AND SHALL NOT HAVE THE RIGHT OR AUTHORITY TO BRING OR PURSUE CLAIMS IN ARBITRATION OR LITIGATION AGAINST ONE ANOTHER ON A CLASS, JOINT, COORDINATED, COLLECTIVE, OR CONSOLIDATED BASIS OR IN A PURPORTED REPRESENTATIVE CAPACITY, INCLUDING CLAIMS AS A PRIVATE ATTORNEY GENERAL OR FOR PUBLIC INJUNCTIVE RELIEF (“CLASS AND COORDINATED ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT THIS COLLECTIVE ACTION WAIVER PRECLUDES YOU FROM PARTICIPATING IN OR RECOVERING RELIEF IN ANY CURRENT OR FUTURE CLASS, JOINT, COORDINATED, COLLECTIVE, CONSOLIDATED, MASS, AND/OR REPRESENTATIVE ACTION BROUGHT AGAINST THE COMPANY.

For purposes of this Arbitration Agreement, a “Coordinated Action” is defined to include instances in which (i) any party is represented by a law firm or collection of law firms that has filed or provided assistance in 20 or more arbitration demands of a substantially similar nature (including because they assert substantially similar facts or seek substantially similar relief) against the other party (including any of its affiliates, subsidiaries, representatives, affiliates, officers and directors), within 180 days of the arbitration demand filed on your or the Company’s behalf, and (ii) the law firm or collection of law firms seeks to simultaneously or collectively administer and/or arbitrate the arbitration demands. Except as authorized under Subsection K (“Batch Arbitration”) below or otherwise prohibited by law, the parties expressly waive the right to have any Claim brought, heard, administered, resolved, or arbitrated as a Coordinated Action, and agree that no court, arbitrator, or arbitration provider (e.g., JAMS) shall have any authority to hear or administer any Coordinated Action or to award relief to anyone but the individual in arbitration.

Notwithstanding any other provision of this Arbitration Agreement or the JAMS Rules, disputes regarding the validity, enforceability, conscionability, or breach of the Class and Coordinated Action Waiver or any portion thereof, or whether the Class and Coordinated Action Waiver or any portion thereof is void or voidable, may be resolved only by a court of competent jurisdiction and not by an arbitrator, and any arbitration in which such a dispute is raised shall be stayed pending the final resolution, including all appeals, of any such dispute in court.
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If, and only if, there is a final determination that one of the parties has filed a Coordinated Action in violation of the Class and Coordinated Action Waiver, each party shall have 30 days to opt out of arbitration following that decision. You may opt out of arbitration by providing written notice of your intention to opt out signed by you – and not by any attorney, agent, or other representative of yours – to the Company at the relevant address listed here, via USPS certified mail. A copy must also be sent to arbitrationoptout@ridewithvia.com. The Company may opt out of arbitration by sending written notice of its intention to opt out to JAMS and to you or to your counsel if you are represented. The Class and Coordinated Action Waiver will continue to apply if you opt out of arbitration; opting out of arbitration does not entitle you to bring a class, collective, coordinated, consolidated, mass and/or representative action or to seek relief on a class, collective, coordinated, consolidated, mass and/or representative basis. If the parties proceed to arbitration, the parties agree that the arbitrations will be batched pursuant to Subsection K (“Batch Arbitration”) below.

Notwithstanding the foregoing, if it is determined that this Class and Coordinated Action Waiver is not enforceable as to any particular Claim or request for relief, and all appeals from that determination have been exhausted or the decision is otherwise final, the parties agree that that particular Claim or request for relief may proceed in court but shall be stayed pending arbitration of any and all remaining Claims and requests for relief.

Nothing in the Class and Coordinated Action Waiver or any other portion of the Arbitration Agreement prevents you or the Company from voluntarily participating in a classwide, collective, and/or representative settlement of claims.

K. Batch Arbitration

‍If it is determined that an arbitration may proceed notwithstanding a claim by either party that it was brought as a Coordinated Action or a part of a Coordinated Action in violation of the Class and Coordinated Action Waiver, the parties agree that this arbitration demand will be batched with all other substantially similar arbitration demands (defined as demands asserting substantially similar facts or seeking substantially similar relief, which were presented by or with the assistance of a law firm or collection of law firms that has filed or provided assistance in 20 or more arbitration demands against the other party) subject to the following “Batch Arbitration” procedures: (i) the arbitration provider (i.e., JAMS) shall administer the arbitration demands in batches of 10 demands per batch, grouped by the state of each claimant’s residency (if fewer than 10 demands remain in the final batch, that batch will be composed of the remaining demands), and (ii) the arbitration provider shall treat each batch as a single case, with each batch having a single demand for arbitration and a separate arbitrator appointed to it. The parties may agree to assign multiple “batches” to the same arbitrator. Each batch shall proceed to arbitration one at a time. The arbitration provider shall assess a single administrative and filing fee per batch, due for each side in the dispute.

You agree to cooperate in good faith with the Company and the arbitration provider to implement this “batch” approach to dispute resolution and fees. You agree that you will not oppose the Company’s negotiation with the arbitration provider relating to the payment of the Company’s fees. The Company expressly reserves its right to raise unique defenses as to each claimant and Claim in the Batch Arbitration process. Any individual claimant whose Claim is adjudicated as part of the Batch Arbitration process must still attend the arbitration hearing in person and be subject to cross-examination by the respondent.

This Subsection K (“Batch Arbitration”) shall in no way be interpreted as authorizing class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims of any kind.

L. Opting Out

‍Agreeing to the Arbitration Agreement is not a mandatory condition of your contractual relationship with the Company. You may opt out of the Arbitration Agreement by notifying the Company in writing. To be effective, the opt-out notice must be dated; include your full name, phone number, and email address; clearly indicate your intent to opt out of this Arbitration Agreement; be signed by you and not by any agent or representative; and be delivered by email to arbitrationoptout@ridewithvia.com within 30 days of the date you first became subject to this Arbitration Agreement (the “Opt-out Notice”). You will not be subject to retaliation if you exercise your right to opt out of this Arbitration Agreement. If you fail to submit an Opt-out Notice within this 30-day period, you and the Company shall be bound by the terms of the Arbitration Agreement.

Updates to the Terms do not provide you with a new opportunity to opt out of arbitration if you agreed to a previous version of the Terms and did not validly opt out of arbitration. If, for any reason, you are able to electronically accept the Terms multiple times, your re-acceptance does not reset the initial 30 day opt-out deadline that applied when you first became subject to the Arbitration Agreement. Opting out of this Arbitration Agreement does not affect any other arbitration agreements you have entered into or future arbitration agreements you may enter into with the Company. Therefore, if you opt out of this Arbitration Agreement but were already bound by an existing agreement to arbitrate disputes arising out of or related to your use of the Via Platform, that existing arbitration agreement will remain in full force and effect.

Your acceptance of or decision to opt out of any other arbitration agreement you have with the Company or any of its subsidiaries or affiliated entities shall not affect any obligation you have to arbitrate claims pursuant to this Arbitration Agreement.

M. Survival

‍This Arbitration Agreement applies even after you cease using the Via Services or providing services to the Company and after your relationship with the Company ends. 

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from the rest of the Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, the parties agree that litigation of those claims in a court of competent jurisdiction shall be stayed pending the outcome of any individual claims in arbitration.

N. Impact on Pending Claims

‍This Arbitration Agreement shall not affect your standing with respect to any litigation against the Company brought by you or on your behalf pending in federal or state court, or in arbitration, as of the date of your first receipt of this Arbitration Agreement. Therefore, (1) if you were not bound by an existing arbitration agreement, you shall remain eligible to participate in any pending litigation (as of the date of your receipt of this Arbitration Agreement) to which you were a party or member of a putative class, collective, or representative action; and (2) if, at the time of your receipt of this Arbitration Agreement, you were bound by an existing arbitration agreement, that arbitration agreement will continue to apply to any pending litigation (as of the date of your receipt of this Arbitration Agreement), even if you opt out of this Arbitration Agreement.