Via API Terms of Use

Last Updated: June 11, 2018

I. Introduction

Via Transportation, Inc. (“Via”, “we”, “our”, or “us”) is pleased to provide you with access to its application program interface (the “Via API”) and our applications, websites, and technology platform (the “Via Services”) under these Via API Terms of Use (the “API Terms”) in connection with a separate agreement entered into between you and Via (the Agreement”). “You” or “your” means you individually or the entity that you represent. If you are entering into these API Terms for an entity, you represent and warrant to us that you have the legal authority to bind that entity to these API Terms. We encourage you to contact us if you have questions or suggestions about the Via API or these API Terms.

II. Access & Registration

   A. Acceptance

All access to and use of (i) the Via API, (ii) any data accessed or obtained via the Via API (“Via Data”), and (iii) Via API-related documentation, software, and materials provided or made available to you by Via (such documentation, software, and materials, collectively, the “Via API Materials”) is subject to and must comply with these API Terms. By accessing or using the Via API, Via API Materials, or Via Data, you acknowledge that you have read, and agree to abide by, these API Terms. Please stop accessing and using the Via API, Via API Materials, and Via Data if you determine that you are unable to comply with the current or any future version of the API Terms. You may not use the Via API, Via API Materials, or Via Data, and may not accept the API Terms if (a) you are not of legal age to form a binding contract with Via, or (b) you are a person barred from using or receiving the Via API, Via API Materials, or Via Data under the applicable laws of the United States or other countries including the country in which you are resident or from which you use the APIs.

The API Terms may be changed or modified from time to time as Via’s business and technology changes and grows. Any change or modification to the API Terms shall be effective upon our posting of such updated terms at this location or providing notice to you. If you do not agree to the changed or modified API Terms, you must immediately discontinue your use of the Via API, Via API Materials, and Via Data. Your continued use of the Via API, Via API Materials, or Via Data after such posting constitutes your consent to be bound by the API Terms, as changed or modified.

We reserve the right to revoke access to Via API without notice if your use of the Via API violates any of these API Terms or if we otherwise object to your use of the Via API.

   B. Your Account and Registration

To access the Via API, you shall first enter the Agreement that grants you permission to be a user of the Via API (a “Via API Developer”). After entering into the Agreement, we will issue you with a Client ID and access code(s) (each, a “Code”) (any Client IDs and Codes that we issue you, collectively, your “Developer Credentials”). Your Developer Credentials may only be used by you and are required for all calls to the Via API by your application. You shall keep any Developer Credentials we issue to you confidential and make reasonable efforts to secure them. Developer Credentials may not be embedded in open source projects. You must keep your registration information accurate, complete, and current for so long as you use the Via API. You are responsible for all use that occurs under your Developer Credentials, including any activities by you or your employees, contractors, or agents. If you believe an unauthorized person has gained access to your Developer Credentials we issue you, you must notify us as soon as possible.

III. Use Policies

   A. Acceptable Use

You may use the Via API, Via API Materials, and Via Data in connection with your applications, products or services that are identified in the Agreement (your “Services“) in order to make available certain various features and functionality of the Via Services via the Via API. Your use of the Via API, Via API Materials, and Via Data is subject to certain limitations on access, Via API requests, and use as set forth in these API Terms, in the Agreement or any other agreements you may execute with Via, or as otherwise provided to you in Via’s sole discretion. If Via believes, in its sole discretion, that you have attempted to exceed or circumvent these limitations, your ability to use the Via API, Via API Materials, and Via Data may be temporarily or permanently blocked. Via may monitor your use of the Via API, Via API Materials, and Via Data to improve the Via API or Via Services and to ensure compliance with these API Terms.

You agree that Via may collect data and information related to your use of the Via API, Via API Materials, and Via Data in connection with your Services (the “Usage Data”), and that Via may use such Usage Data for any business purpose, internal or external, including, without limitation, providing enhancements to the Via API, Via API Materials, or Via Services, providing developer or user support, or otherwise.

   B. Use Restrictions

Via reserves the sole right to determine whether or not your use of the Via API, Via API Materials, or Via Data is acceptable, and to revoke Via API access for any Service, for any or no reason, at any time without notice.

The following are some, but not all, restrictions applicable to the use of the Via API, Via API Materials, and Via Data:

• You may not use Via API, Via API Materials, Via Data, or Developer Credentials for any purpose other than providing the Service for which you are registered to provide as a Via API Developer.
• You may not use the Via API, Via API Materials, or Via Data:
  • in any manner that is competitive to Via or the Via Services, as determined in Via’s sole discretion.
  • to defame, abuse, harass, stalk, or threaten others.
  • promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements.
  • to distribute any virus, “Trojan horse”, worm, spyware, adware, malware, or other harmful or malicious code or component.
  • for any purpose which or might overburden, impair, or disrupt the Via Services, Via API, or related servers or networks.
  • to distribute unsolicited advertising, marketing, or promotions;
  • to send messages, make comments, or initiate any other direct communication or contact with Via users or drivers, unless otherwise agreed by the party.
  • in any way that would grant someone other than you or the applicable user the right to see any data related to that user’s trip or delivery (including, without limitation, any pick-up or drop-off locations, or any trip or delivery routes) without obtaining the prior express consent of Via and of that user.
  • for any activities where the use or failure of the Via API could lead to death, personal injury, or environmental damage.
  • to process or store any data that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State.
• You must clearly disclose the upfront fare to end users prior to initiating a ride request on their behalf.
• You may not share your Developer Credentials with any third party except as permitted by us in writing for the use of your Service.
• You may not share Via Data (individually or in the aggregate) with any third party except as permitted by Via in writing. Via Data about an end user in your possession or control must be deleted by you upon such end user’s request or upon such end user’s termination or cancellation of the Service.
• Your Service must allow the end user of your Service to access such end user’s Via Data that you have collected via the Via API at the request of such end user. Your Service must provide easily accessible end user support contact information.
• You may not collect, store, or aggregate Via Data in any manner except as permitted by us for the use of your Service.
• You may not include or use the Via API or Via API Materials in, or in connection with, any application, website or other product or service that includes content that is disparaging of Via, libelous, or may otherwise be perceived as detrimental or harmful to Via and its business and reputation, in Via’s sole discretion.
• You may not include or use the Via API or Via API Materials in, or in connection with, any application, website, or other product or service that includes content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, in Via’s sole discretion.
• You may not, and may not encourage or authorize others to: (i) remove or alter any proprietary notices or marks on the Via API, Via API Materials, or Via Data; (ii) use or access the Via API, Via API Materials, or Via Data for purposes of monitoring the availability, performance, or functionality of any of Via’s products and services or for any other benchmarking or competitive purposes; (iii) use or access the Via API, Via API Materials, or Via Data to aggregate, cache, or store geographic location information or other user information accessible via the Via API; (iv) frame, wrap, or otherwise reproduce significant portions of the Via Services; or (v) reverse engineer, reverse assemble, decompile, modify, or attempt to discover any source or object code of the Via API, Via API Materials, any part of the Via Services, or Via Data.
• Unless otherwise authorized by Via, you may not charge end users in any manner for access to or use of the Via API, Via API Materials, or any services or functionality included in or related to the Via API or Via Services. Without limiting the foregoing, you may not sell, rent, lease, sublicense, redistribute, or syndicate access to the Via API or the Via API Materials, and you may not charge any kind of service, booking, or similar fee in connection with any services made available via the Via Services.
• You may not, and may not encourage or allow any third party to interfere with, hinder, limit, or modify any notices or authorization or consent requests provided by Via.
• You may not initiate or cancel a request for transportation or delivery services without the consent of the end user associated with the trip or delivery request.
• You may not, and may not encourage or allow any third party to interfere with, hinder, limit, or modify the fare amount, or any associated fees.
• You shall at all times use the Via API, Via Data, and Via API Materials in accordance with all applicable worldwide laws and regulations and the Via Terms of Use, and you may not use the Via API, Via Data, or Via API Materials to conduct or facilitate, in any way, activity that is in violation of applicable worldwide laws or regulations, the Via Terms of Use, or any third party rights.
• You must not impose any terms on users of your Service that are inconsistent with these API Terms or the Via Terms of Use.
• You agree to comply with any Via design guidelines, including, without limitation, any attribution requirement(s), which design guidelines may be updated by us from time to time, and you understand and agree that Via has the sole discretion to determine whether your attribution(s) are in accordance with the guidelines.
• You must ensure that any Via Data or data otherwise related to your integration of the Via API is encrypted and transmitted over a secure, encrypted channel (e.g., HTTPS).
• Use of the Via API is subject to certain limitations on access as established by Via from time to time. If you desire to access the Via API in a manner that would exceed the limitations on access, please contact us.
• You may not modify or misrepresent a user’s pickup location or destination, or a delivery pickup or drop off location, in any way.
• You must not use any data obtained from Via in connection with these your use of the Via API or any advertising or marketing purposes.
• You must destroy any data obtained from Via in connection with the Via API as soon as reasonably practicable and in any event shall not retain it for more than 24 hours.
• You shall conspicuously display the following language in any integration of the Via API that provides for collection of an individual’s phone number, next to the field where the individual’s phone number is collected: “I agree that Via or a transportation provider or courier may contact me at this phone number regarding my request for goods or services.”
• You may not share with any third party any information or data that could reasonably be used to derive any information about the identity of any of your end users.
• Unless otherwise specified in writing by Via, Via does not intend use of the Via API to create obligations under the Health Insurance Portability and Accountability Act, as amended (“HIPAA”), and makes no representations that the Via API satisfies any of HIPAA’s requirements. If you are (or become) a “covered entity” or “business associate” as defined in HIPAA, you shall not use the Via API for any purpose or in any manner involving transmitting protected health information to Via unless you have received prior written consent to such use from Via.

   C. User Data & Privacy

You may collect only what information you need to provide your Service; collect, use, and store it a secure manner; and retain it only so long as you need it.

You agree to publish and abide by a privacy policy explaining how you collect, store, use, and/or transfer any Personal Data (defined below) via your Services. You also agree to comply with all privacy and data protection laws applicable to you. If you are located outside of the United States, you must disclose this fact to the user and indicate that by using your Service the user may be allowing or enabling the transfer of Personal Data to a country that may have different legal protections with respect to Personal Data.

If your use of the Via API, Via API Materials, related Via Services, or Via Data requires or shall likely result in the provision of Personal Data directly to Via, you agree to obtain all necessary consents and authorizations from the applicable users to provide such Personal Data to Via. Via shall treat Personal Data obtained from you through your use of the Via API in accordance with its posted Privacy Policy.

Unless otherwise required by applicable law or agreement with the applicable user to retain such data, if a user revokes the authorization previously granted for your Services to access to their Via account, you must ensure that all Personal Data pertaining to that user is deleted from your Services and related networks, systems, and servers. If you stop using the Via API altogether or if your Via API access is revoked, you must delete all Personal Data in the same way.

For the purposes of these API Terms, “Personal Data” means information that may be used, either alone or together with other information, to identify an individual user, including, without limitation, a user’s name, address, telephone number, username, email address, city and country, geolocation, unique identifiers, picture, or other similar information.

IV. Rights & Ownership

   A. Use of Via Marks

The rights granted in these API Terms do not include any general right to use the Via name or any Via trademarks, service marks, or logos (the “Via Marks“) with respect to your Services, except as set forth in the Agreement or a separate agreement between you and Via.

   B. Press and Publicity.

You may not issue any press release or other announcement regarding your Services that makes any reference to Via without Via’s prior written consent.

   C. Ownership

You agree that Via and its affiliates retain all worldwide right, title, and interest in and to the Via API, Via API Materials, Via Data, Via Marks, and the Via Services, including, without limitation, all intellectual property rights therein. Any rights not expressly granted to you herein or in the Agreement are withheld by Via.

V. Liability

   A. Disclaimer

THE VIA API, VIA API MATERIALS, VIA DATA, AND VIA SERVICES ARE PROVIDED “AS IS” AND ON AN “AS-AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, AND VIA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. VIA DOES NOT WARRANT THAT THE VIA API, VIA API MATERIALS, VIA DATA, OR VIA SERVICES SHALL MEET YOUR REQUIREMENTS OR THAT USE THEREOF SHALL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE, OR SECURE.

   B. Indemnification

 You shall indemnify, defend, and hold harmless Via, its affiliates, and their officers, directors, employees, agents, licensors, users, and partners from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including, without limitation, reasonable attorneys’ fees) brought by a third party arising out of or in connection with: (a) your use or misuse of the Via API, Via API Materials, Via Data, or the Via Marks other than as expressly allowed by these API Terms; (b) your breach or alleged breach of any of the terms, conditions, or representations under these API Terms; (c) your Services or business, including any end user use thereof; or (d) your gross negligence or willful misconduct. You shall control the defense and settlement of any claim subject to indemnification by you hereunder, provided that Via may at any time elect to take over control of the defense and settlement of any claim. You may not settle or compromise any such claim without Via’s prior written consent.