Ride Wheel Share

WheelSHARE – End User License Agreement

NOTICE OF MANDATORY ARBITRATION PROVISION:

This Agreement contains provisions that govern how claims you and WheelSHARE have against each other are resolved (see Section 11 (Limitation of Liability); Section 14 (Dispute Resolution and Arbitration: MANDATORY BINDING INDIVIDUAL ARBITRATION INSTEAD OF COURT; CLASS ACTION WAIVER); and Section 14.5 (Governing Law; Submission to Jurisdiction; Jury Trial Waiver) below).

It also contains an agreement to arbitrate, which, with limited exception, will require you to submit claims you have against us to binding and final arbitration, unless you opt-out of the agreement to arbitrate in accordance with Section 14.3(f) (Opt-Out). Unless you opt-out in accordance with Section 14.3(f) (Opt-Out): (a) you will only be permitted to pursue claims against WheelSHARE on an individual basis, not as part of any class or representative action or proceeding; and (b) you will be permitted to seek relief (including without limitation monetary, injunctive, and declaratory relief) only on an individual basis.

PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY. THIS IS A BINDING, LEGAL AGREEMENT BETWEEN YOU AND WHEELSHARE. BY CLICKING “I ACCEPT”, DOWNLOADING, INSTALLING, LOGGING INTO, ACCESSING, OR OTHERWISE USING ANY PART OF WHEELSHARE’S SERVICES, OR OTHERWISE MANIFESTING YOUR ASSET TO THESE TERMS, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THE TERMS OF THIS EULA AND OUR PRIVACY NOTICE https://ridewheelshare.com/privacy-policy/ , WHICH IS INCORPORATED HEREIN BY REFERENCE, AND (B) AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE. IF YOU DO NOT UNEQUIVOCALLY AGREE TO THE TERMS OF THIS EULA, CLICK “I DO NOT ACCEPT” AND DO NOT DOWNLOAD, INSTALL, ACCESS, COPY, OR OTHERWISE USE THE SERVICES.

NOTICE IS HEREBY GIVEN THAT CHARGES FOR TRANSPORTATION SERVICES PROVIDED BY WHEELSHARE MAY NOT BE COVERED BY APPLICABLE HEALTH INSURANCE OR OTHER INSURANCE OR BENEFITS PLANS AND YOU WILL BE FINANCIALLY RESPONSIBLE FOR SUCH CHARGES.

This EULA is entered into on the date in which you accept these terms as described above (the “Effective Date”), by and between Simple Mobility Solutions LLC, a Utah limited liability company, d/b/a WheelSHARE (“WheelSHARE”, “we”, or “us”), with offices located at 7107 South 400 West, #12, Midvale, UT 84047, and you (“End User,” “you” or “your”). If you purport to be the agent of, represent, or otherwise act on behalf of an entity or any other person, references to “End User”, “you”, or “your” shall include such entity or person in addition to such representative. For purposes of this EULA, WheelSHARE and you may each be referred to individually as a “Party” and together as the “Parties.”

Recitals
  1. End User desires to use the Services to obtain transportation services or to arrange or perform transportation services for other end users.
  2. WheelSHARE desires to offer a software-as-a-service platform that facilitates the scheduling and/or logistics of such transportation services.
Agreement

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Parties hereto, it is agreed by and between the Parties as follows:

  1. Definitions
    1. “AAA” has the meaning set forth in Section 14.2.
    2. “Access Credentials” means any username, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services.
    3. “Aggregated Statistics” means data or information related to your use of the Services that is used by WheelSHARE in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
    4. “Agreement to Arbitrate” has the meaning set forth in Section 14.3.
    5. “Beta Release” has the meaning set forth in Section 2.7.
    6. “Claimant” has the meaning set forth in Section 14.4(b).
    7. “Confidential Information has the meaning set forth in Section 8.
    8. “Data” means, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of you to or through the Services, but does not include Aggregated Statistics.
    9. “Dispute” or “Disputes” has the meaning set forth in Section 14.1.
    10. “Documentation” means any and all of the following provided by WheelSHARE, in any form of media, in connection with the Services or this EULA: (a) know-how, proprietary information and methodologies, document templates, and best practice guides; (b) scripts and data analysis tools; (c) user manuals and guides that explain or facilitate the use of the Software, including all updates thereto; and (d) data sheets, specifications, and other technical documents and materials with respect to the Software.
    11. “FAA” has the meaning set forth in Section 14.3.
    12. “Feedback” has the meaning set forth in Section 7.3.
    13. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations.
    14. “Intellectual Property Rights” means collectively, any registered or unregistered patents, trade secrets, rights to inventions, copyright and related rights, trademarks, trade dress, service marks, know-how, knowledge, trade or business names, domain names, goodwill, software, algorithms, user interfaces, ideas, concepts, techniques, methods, the right to sue for passing off, rights in designs, database rights, or other intellectual property rights recognized under law, including the right to sue in respect thereof, or such rights or similar or equivalent rights or forms of protection existing now or that will exist in any part of the world.
    15. “Losses” has the meaning set forth in Section 10.
    16. “Notice Address” has the meaning set forth in Section 14.4(b).
    17. “Notice of Dispute” has the meaning set forth in Section 14.4(b).
    18. “Personal Data” means data or information that (a) is collected, used, stored, or otherwise processed through the Software, and (b) identifies, relates to, or could reasonably be linked to an identified or identifiable natural person or household, or as otherwise defined as “personal data” or “personal information” under applicable law.
    19. “Related Cases” has the meaning set forth in Section 14.3(e).
    20. “Respondent” has the meaning set forth in Section 14.4(b).
    21. “Rider” means an end user of the Services who uses the Software to schedule Transportation Services from a Transportation Service Provider and travels using such Transportation Services.
    22. “Ride Fare” means the fee charged for a single use of the Transportation Services based on multiple factors including the duration and length of the transportation.
    23. “Services” means the Software and Documentation.
    24. “Service Suspension” has the meaning set forth in Section 2.5.
    25. “Software” means the WheelSHARE passenger mobile application and driver mobile application and any other software tools or components made available by WheelSHARE for download, access, or use under this EULA and underlying software, including its dynamic routing technologies, transportation logistics, algorithms, implementation architectures, operations dashboards, user interfaces, and application programming interfaces (APIs) to third party systems. Software bug fixes and patches and the releases of such fixes and patches are included in the term “Software.”
    26. “Software Enhancement” means an update or upgrade to the Software, where such update or upgrade may include new product features that change the character or structure of the software or its functional use or operation.
    27. “Term” has the meaning set forth in Section 12.1.
    28. “Third-Party Claim” has the meaning set forth in Section 10.
    29. “Transaction Fee” means any fee, charge, or cost assessed by a payment processor or financial institution for processing, settling, or otherwise handling a payment transaction, which may be calculated as (a) a fixed amount per transaction, (b) a percentage of the transaction amount, or (c) a combination of both (a) and (b). Transaction Fees include charges for payment card processing, digital wallet transfers, electronic funds transfers, and related payment processing services.
    30. “Transportation Services” means the transportation services that are scheduled using the Software and provided by Transportation Service Provider to Riders.
    31. “Transportation Service Provider” means the third-party person or entity and its employees, contractors, and agents who use the Services to provide Transportation Services.
    32. “WheelSHARE IP” means the Services and all Intellectual Property Rights in and to the Services. WheelSHARE IP includes Aggregated Statistics and any information, data, or other content derived from WheelSHARE’s monitoring of your access to or use of the Services, but does not include your Data.
    33. “WheelSHARE Parties” has the meaning set forth in Section 11.
  1. Access and Use
    1. Provision of Access. Subject to and conditioned on your compliance with all terms and conditions of this EULA, WheelSHARE hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term solely in connection with your performance or use of the Transportation Services, as applicable. This license does not grant or provide any rights to Software Enhancements or technical or other support services, except as otherwise expressly set
      forth in this EULA.
    2. Use Restrictions. You shall not use the Services for any purposes beyond the scope of the access and use granted in this EULA. You shall not at any time, directly or indirectly, and shall not permit or encourage any third party to: (a) copy, modify, translate, adapt, alter, or create derivative works of the Services, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available or exploit the Services; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any component of the Software including the source code (except to the extent applicable laws specifically prohibit such restriction), in whole or in part; (d) publish or disclose any results of benchmark tests run on the Services to a third party without WheelSHARE’s prior written consent; (e) remove any proprietary notices from the Services; (f) provide any portion of the Services to any machine learning or deep learning technology operating a self-attention mechanism through neural networks to identify patterns and structures within existing data to generate new and original content based on user-supplied natural language prompts or other generative artificial intelligence systems, unless authorized in writing by WheelSHARE; (g) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable law; (h) access or use the Services in order to build a competitive product or service; (i) share your Access Credentials or permit access to or use of the Services by a third party through your Access Credentials.
    3. Software Enhancements. WheelSHARE, from time to time in its sole discretion, may develop and provide Software Enhancements. Software Enhancements may also modify or delete in their entirety certain features and functionalities of the Services. WheelSHARE has no obligation to provide any Software Enhancements. You agree that WheelSHARE shall not be liable to you for any modification, suspension, or discontinuance of the Services or any features or functions thereof.
    4. Reservation of Rights. WheelSHARE reserves all rights not expressly granted to you in this EULA. Except for the limited rights expressly granted under this EULA, nothing in this EULA grants, by implication, waiver, estoppel, or otherwise, to you or any third party any Intellectual Property Rights or any right, title, or interest in or to the WheelSHARE IP.
    5. Suspension. Notwithstanding anything to the contrary in this EULA and without limiting any of WheelSHARE’s other rights or remedies, WheelSHARE may immediately suspend your access to any portion or all of the Services if: (a) WheelSHARE reasonably determines that (i) there is a threat or attack on any of the WheelSHARE IP, (ii) your use of the WheelSHARE IP disrupts or poses a security risk to the WheelSHARE IP or to any other end user or vendor of WheelSHARE, (iii) you are using the WheelSHARE IP for fraudulent or illegal activities, (iv) WheelSHARE’s provision of the Services to you is prohibited by applicable law, (v) you have accessed or used the Services beyond the scope of rights granted for a purpose not authorized under this EULA or in breach of any provision of this EULA, (vii) WheelSHARE is required to suspend Services to comply with a judicial or other governmental demand or order, subpoena, or law enforcement request; or (b) any vendor of WheelSHARE has suspended or terminated WheelSHARE’s access to or use of any such vendor’s services or products required to enable you to access or use the Services ((a) or (b) each, a “Service Suspension”). WheelSHARE will have no liability for any Losses (including any loss of data or profits), or any other consequences that you may incur as a result of a Service Suspension. Any Service Suspension shall not excuse you from obligations to make payments due resulting from your use of the Services.
    6. Aggregated Statistics. Notwithstanding anything to the contrary in this EULA, WheelSHARE may collect and compile Aggregated Statistics and use and disclose such Aggregated Statistics for its business purposes. As between WheelSHARE and you, all right, title, and interest in Aggregated Statistics, and all Intellectual Property Rights in and to the Aggregated Statistics, belong to and are retained solely by WheelSHARE. You agree that WheelSHARE may compile Aggregated Statistics based on your Data.
    7. Beta Releases. WheelSHARE may provide you with access to the Services on a “beta” or other early-stage basis (“Beta Release”). This section applies to any Beta Release and supersedes any contrary provision in this
      EULA. WITHOUT LIMITING THE OTHER DISCLAIMERS AND LIMITATIONS IN THIS EULA, YOU AGREE THAT ANY BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SUPPORT SERVICES, COMMITMENTS, OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, YOU FURTHER ACKNOWLEDGE AND AGREE THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS, AND WHEELSHARE WILL NOT BE RESPONSIBLE TO YOU FOR ANY LOSSES INCURRED BT YOU FROM YOUR USE OF THE BETA RELEASE. ACCORDINGLY, ANY USE OF A BETA RELEASE BY YOU IS AT YOUR SOLE RISK. WheelSHARE makes no promises that future versions of a Beta Release will be released or will be available under the same commercial or other terms. WheelSHARE may terminate your right to use any Beta Release at any time for any reason or no reason in WheelSHARE’s sole discretion, without liability.

3. Your Responsibilitiess

    1. General. You will retain sole responsibility for: (a) all your Data, including rights licenses, permission, consents, and other authorizations necessary for WheelSHARE to use your Data in performance of the Services; (b) all information, instructions, and material provided by you or on your behalf in connection with the Services; (c) all access and uses of the Services, directly or indirectly, by you or by any party authorized by you, whether such access or use is permitted by or in violation of this EULA; (d) the security and use of your Access Credentials; and (e) all access to and use of the Services directly or indirectly by or through the your Access Credentials, with or without your knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use. You will retain sole control over the operation, maintenance, and management of, and all access to, use of, and responsibility for the computer or mobile device on or through which you access or use the Services. You shall not provide, disclose, or otherwise make available to WheelSHARE any Personal Data, including sensitive personal data as defined under applicable law, except as necessary to access and use the Services or as explicitly provided under this EULA.
    2. Access and Security. You are responsible for employing physical, administrative, and technical controls and security procedures and other safeguards necessary to protect against any unauthorized access to or use of the Services.
    3. Transportation Services. You acknowledge and agree that the Transportation Services are not provided by WheelSHARE and in no event shall WheelSHARE be responsible or liable for such Transportation Services nor for any Losses you may incur from your use of such Transportation Services.
    4. Compliance with EULA and Laws. You covenant, represent, and warrant to WheelSHARE that any use of the Services by you and any use of Personal Data collected, processed, stored, or otherwise used in connection with your use of the Services will be in compliance with applicable laws and only in accordance with the terms and conditions of this EULA.
    5. Third Party Misappropriation. You shall safeguard the Services from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify WheelSHARE if you become aware of any infringement of any Intellectual Property Rights in or to the Services and will fully cooperate with WheelSHARE in any legal action taken by WheelSHARE to enforce WheelSHARE’s Intellectual Property Rights or other rights in or to WheelSHARE IP
    6. Responsibility for Charges Not Covered by Insurance. You acknowledge that the charges associated with the Transportation Services may not be covered by applicable health insurance or other insurance or benefits plans and that you will be responsible for such charges.
  1. Conduct and Prohibitions

    The right to use the Services granted by WheelSHARE to you under this EULA depends on your compliance with the standard and conduct guidelines set forth by WheelSHARE from time to time. WheelSHARE may revoke your rights or take any other applicable measures to enforce these guidelines if violations are brought to its attention. You agree to not use the Services to:

    1. “stalk,” harass, threaten, or invade the privacy of another user of the Services or engage in predatory behavior towards another user of the Services or any other person; upload, post, email or otherwise transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, libelous, slanderous, vulgar, obscene, pornographic, profane, indecent, sexually explicit, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable or intended to offend any person or that is otherwise objectionable to WheelSHARE in its sole discretion;
    2. Impersonate any person or entity or otherwise misrepresent any affiliation with a person or entity;
    3. forge headers or otherwise manipulate identifiers in order to disguise the origin of any user content transmitted through the Services;
    4. upload, post, or otherwise transmit any user content that you do not have a right to transmit under any law or under contractual or fiduciary relationships;
    5. upload, post, or otherwise transmit any user content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
    6. upload, post, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” multi-level marketing opportunities, franchises, or any other form of solicitation;
    7. upload, post, or otherwise transmit any material or user content that contains software viruses or any other malicious code, files or programs designed to interrupt, disrupt, destroy, damage, or limit the functionality of any computer software or hardware or telecommunications equipment or violate the security of any computer network, crack passwords or security encryption codes, or otherwise attempt to gain unauthorized access to any other computer system;
    8. use or launch any automated system, including “robots,” “spiders” or “offline readers,” that accesses the Services in a manner that sends more request messages to WheelSHARE or the Services in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser;
    9. attempt to cause the traffic levels of the software or other networks to rise without reason or for malicious purpose, including through transmission of large files to people for malicious purposes, “mailbombing,” transmissions intended to raise the costs of another’s access through excessive traffic levels, denial of service or similar attacks, repeatedly sending the same content to another person for the purpose of harassment or otherwise causing an unreasonable increase in traffic levels or usage of the Services as solely determined by WheelSHARE;
    10. disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Services are able to type or otherwise act in a manner that negatively affects another users’ ability to engage in meaningful exchanges;
    11. interfere with or disrupt the servers or networks connected to the Services or disobey any requirements, procedures, policies, or regulations of networks connected to the Services;
    12. intentionally or unintentionally violate any applicable local, state, national, or international law;
    13. collect, store, or use Personal Data about other users; or
    14. synthesize and/or modify audio-realistic and/or video-realistic representations (indistinguishable from photo/video recordings) of people and events, without including a caption, watermark, and/or metadata file indicating that the audio-realistic and/or video-realistic representations were generated.

5. Fees and Paymentt

    1. Ride Fares and Transaction Fees. When you as a Rider schedule Transportation Services through the Services, we may charge you a Ride Fare and corresponding Transaction Fee for such use of Transportation Services. Your payment as a Rider of Ride Fares and Transaction Fees satisfies your payment obligation for your use of the Services and Transportation Services. If you as a Rider want to cancel any Transportation Services you have requested from a Transportation Service Provider, you must contact such Transportation Service Provider directly. We use a third-party payment processor to facilitate payment of any Ride Fares and corresponding Transaction Fees due by you as a Rider to us for your use of Transportation Services scheduled through the Services.
    2. Late Payment Terms. WheelSHARE shall be entitled to charge interest on any Ride Fare or Transaction Fee overdue and such overdue fees shall accrue interest at the lower rate of (a) 10% per annum, or (b) the highest rate permitted under applicable law.
    3. Taxes. All Ride Fares and Transaction Fees payable by you under this EULA are exclusive of taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on WheelSHARE’s income.
    4. Refunds. The Transaction Fee is nonrefundable except to the extent required by law. Any refunds provided to you for the Ride Fare are under the discretion of the Transportation Service Provider. If you desire to request a refund, you shall contact the Transportation Service Provider, in writing, with the relevant details of such refund request including your name, amounts to be refunded, and method of refund. Once a refund is approved by the Transportation Service Provider and WheelSHARE is notified by Transportation Service Provider of such approval, WheelSHARE will initiate a refund to your payment information on file within a reasonable amount of time.
    5. Authorization to Charge Payment Method on File. When you as a Rider set up an account to use the Services, you must establish a payment method, such as credit or debit card, digital wallet, or electronic fund transfer, within the Services prior to scheduling Transportation Services. By providing payment method information to WheelSHARE at any time through the Services, you represent that you are the authorized user of such payment method, and you heraeby authorize WheelSHARE to charge such payment method for any fees Ride Fares or Transaction Fees owed to WheelSHARE under this EULA. The foregoing authorization commences on the date you provide such payment method information to us and continues until the later of termination of this EULA or the date on which all fees due are paid in full. You agree not to dispute the scheduled transactions with your bank or payment method provider so long as such transactions correspond to the terms indicated in this EULA. You understand and agree that the authorization you granted in this Section shall remain in effect until you either terminate such authorization and provide us with a new payment method through the Services or until this EULA is terminated and all fees owed are paid. If you provide payment card information for the purposes set forth in this EULA, you authorize WheelSHARE to update such payment card information, including the card number and expiration date, from time to time, and to continue to charge your account in accordance with this authorization. If you authorize electronic fund transfers, then if your bank account information changes, you must submit a new payment authorization at least 30 days prior to the first time you pay for Transportation Services via such bank account. If any payment dates fall on a weekend or holiday, payment may be executed on the next business day. WheelSHARE may assess a fee on your account for any payment which is not made because your designated payment method does not have sufficient available credit, or its credit privileges have been revoked or suspended. In addition, you shall be solely responsible for any charges and/or fees assessed by its financial institution and/or payment card issuer, as applicable.
    6. Transportation Service Provider Payments. If you are engaged by a Transportation Service Provider to provide Transportation Services to Riders, then any payments owed to you are subject to your separate agreement or understanding with such Transportation Service Provider. WheelSHARE has no obligation and to make any payment to you as a driver or other employee providing Transportation Services on behalf of any Transportation Service Provider.
  1. Maintenance and Support

    WheelSHARE shall perform its duties and obligations hereunder in a careful, diligent, professional, proper, efficient, and business-like manner. WheelSHARE is under no obligation to provide any maintenance or support services under this EULA.

  1. Intellectual Property Ownership; Feedback
    1. WheelSHARE IP. You acknowledge that, as between you and WheelSHARE, WheelSHARE owns all right, title, and interest in and to the WheelSHARE IP, including any and all Intellectual Property Rights in and to the WheelSHARE IP. The Services are licensed to you and are not sold, assigned, or otherwise transferred to you.
    2. Your Data. You hereby grant to WheelSHARE a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display your Data and perform all acts with respect to your Data as may be necessary for WheelSHARE to provide the Services to you.
    3. Feedback. If you send or transmit any communications or materials to WheelSHARE by mail, email, telephone, or otherwise, with any suggestions, enhancement requests, recommendations, or other commentary about the Services or WheelSHARE’s business, including new features or functionality relating to the Services, or any comments, questions, suggestions, or the like (“Feedback”), all such Feedback is and will be the property of WheelSHARE irrespective of any other obligation or limitation between the Parties governing such Feedback. To the extent applicable, you hereby assign to WheelSHARE all right, title, and interest in, and WheelSHARE is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although WheelSHARE is not required to use any Feedback.
  1. Confidential Information

    You shall not use any financial, technical, strategic, business, or other proprietary or confidential information relating to WheelSHARE and its business or operations, or information about a Rider made available to you in connection with your use of the Services, which may include a Rider’s name, pick-up location, contact information, and image (collectively, “Confidential Information”) disclosed to you by us for your own use or for any purpose other than as contemplated in this EULA. Confidential Information does not include information you can prove at the time of disclosure was: (a) in the public domain; (b) already known to you; (c) rightfully obtained by you on a non-confidential basis from a third party; or (d) independently developed by you without use of our Confidential Information. You shall not disclose Confidential Information to any person or entity and shall not store any Confidential Information obtained from the Services separate and outside of the Services. If you access and use the Services on behalf of or as an employee or contractor of a Transportation Service Provider, then you understand that some of the Confidential Information you receive may be protected by federal and/or state confidentiality or data privacy laws, such as HIPAA. You understand that any violation of these confidentiality provisions may violate HIPAA or other federal and/or state confidentiality and data privacy laws and could result in civil or criminal penalties against you. Notwithstanding anything to the contrary in this EULA, you may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that you first have given prompt notice to us to enable WheelSHARE to seek a protective order or otherwise prevent or restrict such disclosure.

  1. Warranty Disclaimer

    YOU ACKNOWLEDGE AND AGREE THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WHEELSHARE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WHEELSHARE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WHEELSHARE MAKES NO WARRANTY OF ANY KIND THAT THE WHEELSHARE SERVICES, OR ANY SERVICES OR RESULTS OF THE USE OF THE SERVICES, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
    TO THE FULLEST EXTENT PERMITTED BY LAW, WHEELSHARE WILL NOT BE RESPONSIBLE FOR THE ACTIONS, INACTIONS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF YOU, OR ANY OTHER END USERS, DRIVERS, TRANSPORTATION SERVICE PROVIDERS, OR FOR ANY DAMAGES OR EXPENSES RESULTING THEREFROM, INCLUDING ANY BODILY INJURY OR PROPERTY DAMAGE. YOU HEREBY EXPRESSLY WAIVE THE RIGHT TO BRING ANY CLAIM AGAINST WHEELSHARE, ITS SUCCESSORS, ASSIGNS OR RELATED COMPANIES, DIRECTORS, OFFICERS, OR EMPLOYEES IN RESPECT OF ANY AND ALL ACTIONS, CAUSES OF ACTION, DAMAGES, CLAIMS, CROSS-CLAIMS AND DEMANDS OF ANY KIND IN CONNECTION WITH THE TRANSPORTATION SERVICES, SUCH AS DAMAGES FROM TRAFFIC ACCIDENTS OR INJURIES SUSTAINED FROM THE PERFORMANCE OR USE OF THE TRANSPORTATION SERVICES.

  1. Indemnification

    You shall indemnify hold harmless, and at WheelSHARE’s option, defend WheelSHARE Parties from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by WheelSHARE Parties to the extent resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”): (a) that the your Data, or any use of the your Data in accordance with this EULA, infringes or misappropriates Intellectual Property Rights or applicable data privacy laws; (b) related to or arising from the Transportation Services; (c) based on your negligence or willful misconduct; (c) based on your breach of any of the terms of this EULA; (d) that your use of the Services in combination with data, software, hardware, equipment, or technology not provided by WheelSHARE or authorized by WheelSHARE in writing infringes or misappropriates an Intellectual Property Right; or (e) based on modifications to the Services not made by WheelSHARE, provided that you may not settle any Third-Party Claim against WheelSHARE unless WheelSHARE consents to such settlement, and further provided that WheelSHARE will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

  1. LIMITATION OF LIABILITY

    IN NO EVENT WILL WHEELSHARE AND ITS SHAREHOLDERS, DIRECTORS, OFFICERS, AND EMPLOYEES (“WHEELSHARE PARTIES”) BE LIABLE UNDER OR IN CONNECTION WITH THIS EULA UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, SERVICE, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER YOU WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL WHEELSHARE PARTIES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS EULA UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED FIVE HUNDRED DOLLARS ($500.00). IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN WHEELSHARE’S LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

  1. Term and Termination
    1. Term and Termination. This EULA is effective upon the Effective Date and shall continue in full force until you cease all use of the Services or we terminate your access to the Services (“Term”). WheelSHARE may terminate your access to the Services without notice to you from WheelSHARE if you fail to comply with any provision of this EULA or, if applicable, the person or entity on whose behalf you use the Services no longer has access to the Services for any reason. You may terminate this EULA at any time by terminating access to and removing the Services and all WheelSHARE IP from any and all devices from which you accessed and used the Services. Except as expressly granted herein, you shall not be entitled to any refund on any portion of any fees or other charges paid in connection with this EULA. WheelSHARE reserves the right to discontinue or suspend any aspect of or access to the Services at any time. WheelSHARE will terminate your access to the Services if, under appropriate circumstances, you are determined to be a repeat infringer of another’s Intellectual Property Rights or other rights.
    2. Effect of Termination. Upon termination of this EULA, WheelSHARE may disable your access to the Services. All amounts owed by you shall immediately become due and payable for the Services rendered. No expiration or termination will affect (a) your obligation to pay all charges and fees that may have become due before such termination or entitle you to any refund, and (b) WheelSHARE’s right of action or remedy that has accrued or will accrue to WheelSHARE due to your acts or omissions.
    3. Survival. This Section 12.3 and Sections 2.6 (Aggregated Statistics), 3.4 (Compliance with EULA and Laws) with respect to any Personal Data retained by you following termination of this EULA, 5 (Fees and Payment), 8 (Confidential Information), 9 (Warranty Disclaimer), 10 (Indemnification), 11 (Limitation of Liability), 12.2 (Effect of Termination), 13 (HIPAA Disclaimer), 14 (Dispute Resolution and Arbitration: MANDATORY BINDING INDIVIDUAL ARBITRATION INSTEAD OF COURT; CLASS ACTION WAIVER), and 15 (Miscellaneous) (excluding Section 15.3 (Force Majeure) and 15.7 (Export Regulation)) survive any termination or expiration of this EULA, as well as, any payment obligations of you that accrue prior to such termination or expiration. No other provisions of this EULA survive the expiration or earlier termination of this EULA.
  1. HIPAA Disclaimer

    You expressly acknowledge and agree that the WheelSHARE is not subject to HIPAA and is not a business associate (as defined under HIPAA) of any Transportation Service Provider. WheelSHARE makes no representation or warranty regarding the HIPAA-compliance of the Services.

  1. Dispute Resolution and Arbitration: MANDATORY BINDING INDIVIDUAL ARBITRATION INSTEAD OF COURT; CLASS ACTION WAIVER

    PLEASE READ THIS SECTION 14 CAREFULLY. IT AFFECTS YOUR RIGHTS AND IMPACTS THE WAY THAT YOU AND WE BRING CLAIMS AGAINST EACH OTHER AND HOW THOSE CLAIMS ARE DECIDED.

    1. Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to the Services (each a “Dispute” and collectively, the “Disputes”) brought by either you or us, the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 60 days before initiating arbitration. Such informal negotiations commence upon a Party providing a Notice of Dispute (as defined below) to the other Party.
    2. Mediation. If a Dispute arises out of or relates to this EULA, or the breach thereof, and if the Dispute cannot be settled through negotiation, the Parties agree first to try in good faith to settle the Dispute by mediation administered by the American Arbitration Association (“AAA”) under its commercial mediation procedures before resorting to arbitration. If such mediation does not settle the Dispute, you and WheelSHARE agree that any Dispute relating in any way to the interpretation, applicability, enforceability, or formation of this EULA will be resolved exclusively though final and binding arbitration, rather than in court.
    3. Agreement to Arbitrate. If the Parties are unable to resolve a Dispute through negotiation or mediation described above, then unless stated otherwise herein, you and WheelSHARE agree that any and all Disputes arising out of or relating in any way to WheelSHARE’s website, mobile applications, Services, or from any advertising for any such products or Services, including any question regarding the existence, validity, or termination of the EULA, will be resolved by binding arbitration (rather than in court), and, if applicable, WheelSHARE may pursue a collection action against you in court (“Agreement to Arbitrate”). This Agreement to Arbitrate includes any claims that arose before you accepted the EULA, regardless of whether prior versions of the EULA required arbitration. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) (“FAA”) and federal arbitration law apply to this Agreement to Arbitrate and, to the extent not inconsistent with the FAA, the law of the State of Utah without regard to principles of conflict of laws govern the interpretation and enforcement of this Agreement to Arbitrate.
      1. Scope of Arbitration. This Agreement to Arbitrate is intended to be broadly interpreted and includes any Dispute between you and us regarding any aspect of your relationship with us or any conduct or failure to act on our part, including claims based on breach of contract, tort (for example, a negligence or product liability claim), violation of law, or any claims based on any other theory, and including those based on events that occurred prior to the Effective Date of this EULA. All challenges to the interpretation or enforceability of any provision of this EULA, including questions of arbitrability, shall be brought before the arbitrator, and the arbitrator shall rule on all questions regarding the interpretation and enforceability of this EULA.
      2. Small Claims Exception. Notwithstanding the Parties’ agreement to resolve all Disputes through arbitration, either Party may seek relief in a small claims court for Disputes within the scope of that court’s jurisdiction and on an individual (non-class) basis only. If a Party initiates an arbitration asserting a Dispute that falls within the jurisdiction of a small claims court, the other Party, in its discretion, may require that the arbitration demand be withdrawn and that claim for a Dispute be filed in small claims court.
      3. IP Exception. Notwithstanding the foregoing, any Dispute regarding the validity, protection or enforcement of a Party’s Intellectual Property Rights must be brought in court, subject to Section 14.5 (Governing Law).
      4. Class Action Restriction. You and we agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, representative, consolidated, or mass action. Neither you nor WheelSHARE may join or consolidate claims by or against a third party or arbitrate or otherwise participate in any claim as a class representative, class member, or in a private attorney general capacity.
      5. Batch Limitation. If your Notice of Dispute (defined below) involves claims similar to those of at least 24 other individuals, and if you and those other individuals are represented by the same lawyers, or by lawyers who are coordinating with each other, you and we agree that these claims will be “Related Cases.” Related Cases will be governed by the AAA’s Mass Arbitration Supplementary Rules, as modified by this EULA. For more information, see https://www.adr.org/mass-arbitration or call 1-800-778-7879. Related Cases may only be filed in batches of up to 50 individual arbitrations at a time, and those individual arbitrations will be resolved in the following manner: (i) for the first batch, each side may select up to 25 of these Related Cases to be filed and resolved in individual arbitrations under this Agreement to Arbitrate; (ii) none of the other Related Cases may be filed or prosecuted in arbitration until the first batch of up to 50 individual arbitrations is resolved; and (
        iii) if, after that first batch, the parties are unable to informally resolve the remaining Related Cases, a second batch of Related Cases may be filed, where each side may select up to 25 of the Related Cases to be resolved in individual arbitrations under this Agreement to Arbitrate. This process of batched individual arbitrations will continue until the parties resolve all Related Cases informally or through individual arbitrations, or unless AAA or an arbitrator appointed by AAA directs otherwise following arbitration of the second batch of Related Cases. A court has exclusive authority to enjoin the filing or prosecution of arbitrations that do not comply with this paragraph.
      6. Opt-Out. You may opt out of this Agreement to Arbitrate by providing written notice to us at the Notice Address (defined below) no later than 30 calendar days from the date of the Effective Date (or date of your first use, in the cases of free Beta Releases, products or services). Your written notification to us must include your name, mailing address, e-mail address, phone number and a clear statement that you do not wish to resolve Disputes with WheelSHARE through arbitration. Opting out of this dispute resolution procedure will not otherwise affect the coverage or applicability of the EULA or your ability to use our Services in any way.
    4. Procedure for Arbitration.
          1. Neutral Arbitrator. Arbitration uses a neutral arbitrator instead of a judge and jury. An arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of the EULA as a court would. Arbitration procedures allow for more limited discovery, and court review of an arbitration award is limited. The Parties agree that the arbitration may be administered by the AAA, the arbitrator, or another administrator mutually selected by the Parties.
          2. Notice. A Party who intends to arbitrate a Dispute (“Claimant”) must first send to the other Party (“Respondent”) a written notice, entitled “Notice of Dispute for Arbitration” (“Notice of Dispute”). The Notice of Dispute must: (i) briefly explain the dispute; (ii) provide the Claimant’s name and address, the address of the Claimant’s representative (if the Claimant has one), and the Respondent’s name and address (for WheelSHARE, see below); (iii) specify the amount of money in dispute, if applicable; (iv) if the Claimant is requesting an in-person hearing, identify the requested location for the hearing; and (v) include a statement of what the Claimant wants.

        If you are the Claimant, then the Notice of Dispute must be sent to WheelSHARE and addressed to:

        WheelSHARE
        7107 South 400 West, #12
        Midvale, UT 84047

        If WheelSHARE is the Claimant, then WheelSHARE will send the Notice of Dispute to you at the email address associated with your use of the Services.

        Such WheelSHARE address and your email address are each referred to as  “Notice Address”.

        If the Parties have agreed that the AAA will administer the arbitration, the Notice of Dispute must also be sent to the AAA at either the following address or filed with the AAA online using AAA WebFile: https://www.adr.org:

        American Arbitration Association
        Case Filing Services
        1101 Laurel Oak Road, Suite 100
        Voorhees, NJ 08043

        The Claimant must send one copy of the Notice of Dispute to AAA at the same time the Claimant sends it to the Respondent. When sending a copy of the Notice of Dispute to AAA, the Claimant must also include a copy of this Agreement to Arbitrate and any amendments to it and the then current filing fee required by the AAA.

        1. Time Limitation on Claims. You agree that any claim for any Dispute that may have arisen out of or related to your relationship with us and this EULA must be filed within one year after the occurrence of the event giving rise to such Dispute; otherwise, your claim for such Dispute is permanently barred.
        2. Filing, Administration and Arbitrator Fees. Each Party will bear its own fees for filings, counsel, experts, witnesses, and preparation and presentation of evidence at any arbitration hearing. Fees for the arbitrator’s compensation and case administration shall be borne pursuant to the AAA’s then current Consumer Arbitration Rules.
        3. Arbitration Rules. The arbitration will be governed by the AAA’s then current Consumer Arbitration Rules, as modified by the terms of the EULA. The AAA Rules and Forms are available online at http://www.adr.org or by calling the AAA at 1-800-778-7879. In the event of any conflict between the terms of the EULA and the AAA Consumer Arbitration Rules, the terms of the EULA will apply.
        4. Final Judgement. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator must enforce the same limitations stated in this EULA as a court would. The arbitrator shall not be bound by rulings in prior arbitrations involving different users but shall be bound by rulings in prior arbitrations involving the same WheelSHARE user to the extent required by applicable law. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator will issue an award decision in writing but will not provide an explanation for the award unless you or we request one.
        5. Venue. Where no disclosed claims or counterclaims exceed $25,000, the Dispute shall be resolved by the submission of documents only, subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or we may attend by telephone, unless the arbitrator requires otherwise.
        6. Confidentiality. Any arbitration will be confidential. Neither you, we, the AAA, nor the arbitrator may disclose the existence, content (including any oral or written submissions), or results of any arbitration, except as may be required by applicable law or for purposes of enforcing or challenging of the arbitration award.
        7. Severability. With the exception of any of the provisions in Section 14.3(d) (Class Action Restriction) of this Agreement to Arbitrate, if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.
        8. Future Amendments to Agreement to Arbitrate. Notwithstanding any provision in this EULA to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than an amendment to any Notice Address or site link provided herein) in the future, that amendment shall not apply to any claim of a Dispute that was filed in a legal proceeding against WheelSHARE prior to the effective date of the amendment. The amendment shall apply to all other Disputes governed by the Agreement to Arbitrate that have arisen or may arise between you and WheelSHARE. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on https://ridewheelshare.com/ at least 30 days before the effective date of the amendments and by providing notice through the notice procedure in Section 15.2 (Notices). If you do not agree to these amended terms, you may opt-out within 30 days after notice of the amendment following the instructions above and then you will not be bound by the amended terms.
    5. Governing law; submission to jurisdiction; jury trial waiver. Without limiting Section 14.3 (Agreement to Arbitrate) of this EULA, Disputes between the Parties shall be governed by, and construed and interpreted in accordance with, the Federal Arbitration Act, applicable federal law, and the laws of the State of Utah without regard to conflict of laws principles AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. Subject to Section 14.4(e) (Venue), the Parties irrevocably consent to bring any action to enforce this EULA that is not subject to the Agreement to Arbitrate in the federal or state courts located in Salt Lake City, Utah and you irrevocably consent to the exclusive jurisdiction of the federal or state courts located in Salt Lake City, Utah. UNLESS PROHIBITED BY APPLICABLE LAW, EACH PARTY HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
  1. Miscellaneous
    1. Entire Agreement; Amendment; Conflict of Terms. This EULA, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this EULA and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. We may modify this EULA at any time and will notify you of the modified EULA by prompting you to review and accept the revised terms when you access the Services. If you do not agree to the modified EULA, you may terminate the EULA by ceasing to access or use the Services. In the event of any inconsistency between the statements made in the body of this EULA, the Agreement and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, this EULA; and (b) second, any other documents incorporated herein by reference.
    2. Relationship of the Parties. WheelSHARE and you are independent parties and are correctly categorized as contractors of one another. Nothing in this EULA or otherwise shall serve to create any relationship of employer and employee, or principal and agent, partnership, or any relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the provision of the EULA.
    3. Force Majeure. In no event shall WheelSHARE be liable to you, or be deemed to have breached this EULA, for any failure or delay in performing its obligations under this EULA, if and to the extent such failure or delay is caused by any circumstances beyond WheelSHARE’s reasonable control, including acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    4. No Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this EULA, (a) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this EULA will operate or be construed as a waiver thereof, and (b) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    5. Severability. If any provision of this EULA is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this EULA or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the remainder of this EULA shall be interpreted so as to effect the Parties original intent as closely as possible in a in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    6. Assignment; Binding Effect and Third-Party Beneficiary. You may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of WheelSHARE. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve
      you of any of its obligations hereunder. This EULA is binding upon and inures to the benefit of the Parties and their respective successors and assigns. No third party is a beneficiary under this EULA.
    7. Export Regulation. You shall comply with all applicable federal laws, regulations, and rules (and complete all required undertakings including obtaining any necessary export license or other governmental approval) that prohibit or restrict the export or re-export of the Services or any your Data outside the US.
    8. Interpretation. For all purposes of this EULA, except as otherwise expressly provided or unless the context otherwise requires: (a) the terms defined in this EULA include the plural as well as the singular and vice-versa; (b) words importing gender include all genders; (c) any reference to a “Section” refers to a Section of this EULA; (d) all headings in this EULA are for convenience only and shall not affect the interpretation or construction of this EULA; (e) the words “including,” “included” and “includes” mean inclusion without limitation; and (f) all references to money shall be in United States dollars.