Last Updated: December 23, 2022
1. Contractual Relationship
2. Via Services
3. Access To The Via Services
4. Fees and Payments
5. Promotions
6. Communications
7. Intellectual Property
8. Prohibitions
9. Arbitration Agreement & Dispute Resolution
10. Disclaimers
11. Limitation of Liability
12. Indemnity
13. Termination & Account Restrictions
14. Notices
15. General
Via Transportation Inc. and its subsidiaries and affiliates (“Via”, the “Company,” “we”, “us”, or “our”) provide TransitTech solutions to power cost-effective, convenient, and equitable mobility across the globe. We build innovative software to enable our customers – cities, transit agencies, transport operators, school districts, universities, corporations, and other governmental or institutional customers – to transform their legacy transportation, delivery, or logistics systems into advanced digital networks.
PLEASE READ THESE TERMS CAREFULLY AS THEY CONSTITUTE A BINDING CONTRACT BETWEEN YOU AND VIA.
These Terms of Use (“Terms”) constitute a legally binding agreement between you (an individual) and Via governing your access to and use of the Via Websites (as defined below), the Via Apps (as defined below), and the technology platforms, dashboards, content, products, customer support services, and any related content or services provided by Via, including in partnership or under contract with any other entity (together, the “Via Services”). See the Via Services section below for details on the scope of services covered by these Terms.
IMPORTANT: PLEASE BE ADVISED THAT THESE TERMS CONTAIN PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND VIA CAN BE BROUGHT, INCLUDING THE ARBITRATION AGREEMENT IN SECTION 9 BELOW. PLEASE REVIEW THE ARBITRATION AGREEMENT BELOW CAREFULLY, AS IT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH VIA ON AN INDIVIDUAL BASIS AND, WITH LIMITED EXCEPTIONS, THROUGH FINAL AND BINDING ARBITRATION (AS DESCRIBED IN SECTION 9 BELOW). BY USING THE VIA SERVICES AND THEREBY AGREEING TO THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF AGREEING TO ARBITRATION AND ALL OTHER PROVISIONS IN SECTION 9.
Accepting the Terms
You accept and agree to these Terms each time you access or use the Via Services.
IF YOU DO NOT ACCEPT OR AGREE TO ANY OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE VIA SERVICES.
Changes to the Terms
These Terms are subject to change by Via in its sole discretion at any time. We encourage you to visit this page periodically to review the most current Terms. We may also modify any information contained in the pages or policies incorporated into the Terms by reference, including any hyperlinked information referenced in the Terms. Your continued use of the Via Services after a change to these Terms constitutes your binding acceptance of these Terms.
We will notify you of any such change to the Terms by changing the last updated date at the top of the Terms. We may also elect to provide an additional notice of changes by email or text message communication, or by providing a notice through the Via Services, including through a pop-up message in the Via Apps or a banner notice on the Via Websites.
To the extent you were provided with an opportunity to opt out of the Arbitration Agreement in the Arbitration Agreement & Dispute Resolution section, you agree that changes to these Terms do not create a renewed opportunity to opt out of arbitration.
Additional Terms
We may make additional terms, conditions, or policies available to you from time to time that also govern your use of the Via Services (the “Additional Terms”). The Additional Terms will be deemed a part of these Terms for purposes of any applicable offer or service, but if any Additional Terms conflict with these Terms, the Additional Terms (and not these Terms) will prevail.
The Via Services that are governed by these Terms are: (i) the websites that Via creates, hosts, owns, controls, develops, or otherwise makes available (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 (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.
“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):
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.
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).
Access by Minors Restricted
No part of the Via Services is directed to children, and we do not knowingly collect or solicit personal information from persons under the age of 13. IF YOU ARE UNDER THIRTEEN YEARS OF AGE, YOU MAY NOT USE THE VIA SERVICES. Children under the age of 13 may only receive transportation reserved through the Via Services if the request is made by a parent, guardian, or other authorized adult.
No person under the age of 18 may create a User Account or use the Via Services without the consent of a parent or guardian. If you are a minor in the jurisdiction in which you reside (generally, under the age of 18), you must have the permission of your parent or legal guardian to use the Via Services and your parent or legal guardian must read and agree to these Terms on your behalf prior to your using the Via Services. If you are a parent or guardian who has created an account for a minor under the age of 18, you hereby give permission and consent to the Terms on the minor’s behalf, and you shall assume any and all responsibility and liability for the minor’s use of the Via Services as provided by these Terms. Furthermore, you hereby represent that you are fully authorized to execute these Terms on behalf of yourself as well as any and all other parents or legal guardians of the minor rider.
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. Similarly, if you believe that a person under the age of 13 has provided any personal information to us, please contact us at support@ridewithvia.com so that we can take steps to delete that information.
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
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.
Fees
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:
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.
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.
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.
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.
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:
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.
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
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.
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.
For purposes of this section, “Via” includes our affiliates, subsidiaries, parents, successors, assigns, business partners, designees, licensors, licensees, and each of our respective officers, directors, employees, agents, and shareholders.
Please note that some jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the disclaimers and exclusions below may not apply to you. The disclaimers and exclusions under these Terms will not apply to the extent prohibited by applicable law.
Disclaimer of Warranties
YOUR USE OF THE VIA SERVICES IS AT YOUR SOLE RISK, AND THE VIA SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, VIA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY DRIVERS THROUGH THE VIA SERVICES, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, VIA MAKES NO WARRANTY THAT (A) THE VIA SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE VIA SERVICES WILL BE UNINTERRUPTED, TIMELY, COMPLETE, CURRENT, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE VIA SERVICES WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY GOODS OR SERVICES MADE AVAILABLE THROUGH THE VIA SERVICES WILL MEET YOUR EXPECTATIONS, (E) ANY ERRORS IN THE VIA SERVICES WILL BE CORRECTED; OR (F) THE NETWORK OR THE SERVER THAT MAKES THE VIA SERVICES AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE VIA SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
IN ADDITION, VIA MAKES NO REPRESENTATION OR WARRANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF ANY TRANSPORTATION OR DELIVERY SERVICES OBTAINED FROM DRIVERS THROUGH THE USE OF THE VIA SERVICES. THE QUALITY OF THE TRANSPORTATION OR DELIVERY SERVICES ARRANGED OR SCHEDULED THROUGH THE VIA SERVICES IS ENTIRELY THE RESPONSIBILITY OF THE DRIVER WHO PROVIDES SUCH SERVICES. WE DO NOT HAVE CONTROL OVER THE QUALITY OR SAFETY OF TRANSPORTATION OR DELIVERY SERVICES THAT OCCUR AS A RESULT OF THE RESERVATIONS MADE THROUGH THE VIA SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE VIA SERVICES AND ANY SERVICES MADE AVAILABLE THROUGH THE VIA SERVICES REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
YOU UNDERSTAND THAT BY USING THE VIA SERVICES, YOU MAY BE EXPOSED TO CONTENT OR CONDUCT THAT IS POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE, OR OTHERWISE OBJECTIONABLE AND THAT YOU USE THE VIA SERVICES AT YOUR OWN RISK.
Accuracy Disclaimers
We make no representations about accuracy, reliability, completeness, or timeliness of any content in the Via Services, including location data. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data related to a User (including Riders and Drivers) or the quality or nature of third-party products or services obtained through the Via Services. We cannot guarantee that each User is who they claim to be. Please use common sense when using the Via Services, including by confirming that the information displayed through the Via Services is consistent with the same information you see in person. For example, if you are a Rider and used the Via Services to make a Reservation, please confirm that the Driver that you are interacting with and the vehicle they are using match the information presented to you in the Via Services.
Third-Party Conduct Disclaimers
Via is not responsible for the conduct, whether online or offline, of any User of the Via Services or any Driver you may engage with in the course of the transportation or delivery services you arrange, schedule, or participate in by using the Via Services. You are solely responsible for your interactions with other Users and third parties. By using the Via Services, you assume all risks associated with dealing with other Users and third parties and you agree that Via is not responsible for the acts or omissions of such Users and third parties.
User Submissions and Third-Party Content Disclaimers
You may be able to access User Submissions and content (including advertising) provided by third parties (“Third-Party Content”) through the Via Services. Via does not control User Submissions or Third-Party Content and we do not represent or guarantee the truthfulness, accuracy, or reliability of User Submissions or Third-Party Content. The opinions, advice, statements, offers, or other information or content that is provided by third parties through the Via Services should not necessarily be relied upon. You accept that any reliance on User Submissions and Third-Party Content will be at your own risk. By using the Via Services, you accept the risk that you might be exposed to content that is objectionable or otherwise inappropriate. Via does not endorse any, nor is it responsible for, User Submissions or Third-Party Content on the Via Services. Note that some Third-Party Content may be accessible through an external link, and once you click on such a link, you will become subject to the terms of use and privacy policy of that third-party content provider.
Third-Party Website Disclaimers
Components of the Via Services may contain links to websites that are owned, developed, controlled, sponsored, and/or maintained by third parties and which may be subject to additional terms and conditions (“Third-Party Websites”). If you click on a link to a Third-Party Website, Via may not warn you that you have left the Via Services or that you are subject to the terms and conditions governing your use of that Third-Party Website. Your access to and/or use of Third-Party websites is entirely at your own risk. Via makes no guarantees, representations, and/or warranties as to, and shall have no liability for, the content, products, or services available on or through any Third-Party Website.
App Store Disclaimers
You acknowledge and agree that the availability of the Via Apps may be dependent on the third party from which you received the applicable application’s license (e.g., the Apple App Store or Google Play Store).
With regard to any Via Apps you acquire from the Apple App Store (“Apple-Sourced Software”), you acknowledge and agree that these Terms are solely between you and Via, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to Via as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms and any law applicable to Via as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, Via, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You and Via acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.
With regard to any Via Apps you acquire from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that these Terms are between you and Via only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) Via, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms; and (vi) you acknowledge and agree that Google is a third-party beneficiary to these Terms as they relate to Via’s Google-Sourced Software.
For purposes of this section, “Via” includes our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders:
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL VIA BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF GOODWILL, AND OTHER TANGIBLE AND INTANGIBLE LOSSES) RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE VIA SERVICES, REGARDLESS OF VIA’S NEGLIGENCE (WHETHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT), EVEN IF VIA OR ANY OF ITS REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
VIA SHALL NOT BE LIABLE FOR ANY DAMAGES RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM: (i) THE USE OR THE INABILITY TO ACCESS THE VIA SERVICES; (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANOTHER USER OF THE VIA SERVICES (INCLUDING A RIDER OR DRIVER), (iii) THE LOSS OF PROPERTY, (iv) THE PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (v) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (vi) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY IN OR USING THE VIA SERVICES; (vii) YOUR RELIANCE ON CONTENT MADE AVAILABLE TO YOU BY VIA (INCLUDING ANY THIRD-PARTY CONTENT); OR (viii) ANY OTHER MATTER RELATING TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE VIA SERVICES.
VIA SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR INJURY WHICH MAY BE INCURRED BY YOU ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE VIA SERVICES (INCLUDING TRANSPORTATION, DELIVERY, OR LOGISTICS SERVICES THAT ARE RESERVED, ARRANGED, PROVIDED, OR RECEIVED THROUGH THE VIA SERVICES), INCLUDING ANY LOSS, DAMAGE, OR INJURY RESULTING FROM ANY INTERACTION, RELATIONSHIP, OR TRANSACTION BETWEEN YOU AND ANY OTHER USER (INCLUDING UNAUTHORIZED USERS), EVEN IF VIA OR ANY OF ITS REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IF YOU ARE A RIDER OR A DRIVER, YOU MAY USE THE VIA SERVICES TO REQUEST, SCHEDULE, OR RECEIVE TRANSPORTATION, DELIVERY, OR LOGISTICS SERVICES AND VIA MAY INTRODUCE YOU TO OTHER USERS IN RELATION TO SUCH SERVICES, BUT YOU AGREE THAT VIA HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY OTHER USERS OR THIRD PARTIES, OR THEIR CONDUCT, OR FOR ANY TRANSPORTATION, DELIVERY, OR LOGISTICS SERVICES THAT WERE PROVIDED OR NOT PROVIDED TO YOU. USE CAUTION AND COMMON SENSE WHEN USING TRANSPORTATION, DELIVERY, OR LOGISTICS SERVICES ARRANGED THROUGH THE VIA SERVICES.
VIA SHALL NOT BE LIABLE FOR ANY DAMAGES RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM THE SELECTION OF, USE OF, LACK OF, OR IMPROPER INSTALLATION OF CHILD RESTRAINT SYSTEMS, INCLUDING CHILD SAFETY SEATS AND BOOSTER SEATS. IF YOU USE THE VIA SERVICES TO MAKE A RESERVATION FOR TRANSPORTATION SERVICES THAT INCLUDE A CHILD SAFETY SEAT, BOOSTER SEAT, OR OTHER CHILD RESTRAINT, IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT IT IS APPROPRIATE FOR THE CHILD, THAT IT IS INSTALLED CORRECTLY, AND THAT THE CHILD IS PROPERLY SECURED.
VIA SHALL NOT BE LIABLE FOR ANY DAMAGES RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM A DRIVER’S PROVISION OF ASSISTANCE TO YOU OUTSIDE OF THE DRIVER’S VEHICLE.
VIA SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OF PROPERTY (INCLUDING PROPERTY YOU MAY LEAVE IN A VEHICLE AS A RIDER OR DRIVER USING THE VIA SERVICES).
YOU EXPRESSLY WAIVE AND RELEASE VIA FROM ANY AND ALL LIABILITY, CLAIMS, OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE DRIVER OR ANY THIRD PARTY INTRODUCED TO YOU THROUGH THE VIA SERVICES. THIS RELEASE IS INTENDED TO APPLY TO ALL CLAIMS NOT NOW KNOWN OR SUSPECTED TO EXIST, WITH THE INTENT OF WAIVING THE EFFECT OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY,” AS WELL AS OTHER LAWS REQUIRING PRESENT INTENT TO RELEASE FUTURE UNKNOWN CLAIMS.
IN NO EVENT SHALL VIA’S TOTAL AGGREGATE LIABILITY TO YOU EXCEED THE GREATER OF: (i) THE TOTAL AMOUNT OF FEES WE RECEIVE FROM YOU IN THE THREE (3) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO OUR LIABILITY, OR (ii) ONE THOUSAND U.S. DOLLARS ($1,000.00). THE LIMITATION OF LIABILITY IN THE PRECEDING SENTENCE SHALL NOT APPLY TO VIA'S LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY ITS FRAUD OR FRAUDULENT MISREPRESENTATION. THESE LIMITATIONS OF LIABILITY ARE A FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND VIA.
BECAUSE SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, IN SUCH STATES OR JURISDICTIONS, VIA’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
For purposes of this section, “Via” includes our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders:
You agree to defend, indemnify, and hold harmless Via from and against any losses, liabilities, claims, actions, penalties, fines, or demands, including attorneys’ fees, experts’ fees, and accounting fees, which arise out of or in connection with: (i) your use of or reliance on any Via Content (including Promotions), (ii) your use of or reliance on any User Submissions, (iii) your use of or reliance on any Third-Party Content (including Third-Party Promotions), (iv) Via’s use of your User Submissions, (v) your unauthorized use of the Via Services, (vi) any third party’s access to or use of the Via Services using your User Account, (vii) your violation of any rights of any third party, including other Users, (viii) any dispute or issue between you and any third party, including any Rider or Driver, (ix) your provision of incorrect or outdated contact information (including a telephone number or email address), or (x) your breach of these Terms.
Your rights under this Agreement terminate automatically without notice if you fail to comply with these Terms or any Additional Terms that may apply to you. Via may restrict your access to the Via Services, suspend your User Account, or deactivate or otherwise permanently terminate your User Account at its sole discretion, immediately, at any time, and for any reason. Via reserves the right to block access to the Via Services from any User Account, device, and/or IP address. You agree that we have no liability whatsoever with respect to any change to the Via Services or any termination of your access to or use of the Via Service.
You may terminate these Terms, except for those provisions that survive termination, at any time by deactivating your User Account, uninstalling all Via Apps (if applicable) and ceasing all use of the Via Services.
Upon termination of these Terms by any party, for any reason, or for no reason: (1) your rights to access the Via Services will terminate immediately, (2) you must cease all use of the Via Services, (3) any provision of these Terms that contemplates or governs performance or observance subsequent to termination will survive termination, including (i) Arbitration Agreement & Dispute Resolution, (ii) Communications, (iii) Intellectual Property, (iv) Prohibitions, (v) Disclaimers, (vi) Limitation of Liability, (vii) Termination and Account Restrictions, (viii) Indemnity, (ix) Notices, and (x) General.
We may give you notice by email, text message, telephone calls, mail, or by either general or individualized notifications posted in or through the Via Services, including in the Via Apps or Via Websites. Any notices to you that are not posted in or through the Via Services will be provided to you at the email address(es), physical address(es), or telephone number(s) associated with your User Account. Except as explicitly stated otherwise, any notices to Via or its affiliates, officers, and directors shall be given by certified mail to the relevant address listed here.
These Terms, including any Additional Terms, constitute the entire agreement between you and Via concerning your use of the Via Services. Via may assign these Terms without your consent to (a) any subsidiary or affiliate, (b) any acquirer of Via’s equity, business, or assets, or (c) a successor by merger. You may not assign these Terms without Via’s prior written approval.
Via’s failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, the court or arbitrator shall strike the provision and endeavor to give effect to the parties’ intentions as reflected in the provision, and all other provisions of these Terms shall remain in full force and effect.
The section and subsection titles in these Terms are for convenience only and have no legal or contractual effect. In these Terms, the words “including” and “include” mean “including, but not limited to.”
Except as otherwise stated in the Arbitration Agreement & Dispute Resolution section, these Terms shall be governed by the laws of the State of New York, without regard to its conflict of law provisions. This choice of law provision is only intended to specify the use of New York law to interpret these Terms and is not intended to create any other substantive right for non-New York residents to assert claims under New York law whether by statute, common law, or otherwise.
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