The ParkUpFront LLC Terms of Service

 

These terms of service constitute a legally binding agreement (the “Agreement”) between you and ParkUpFront, LLC (“PUF,” “we,” “us” or “our”) governing your use of the PUF application, website, and technology platform (collectively, the “PUF Platform”).

 

PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS YOU AND PUF HAVE AGAINST EACH OTHER CAN BE BROUGHT (SEE SECTION 17 BELOW). THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST PUF TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. AS A VENUE, YOU HAVE AN OPPORTUNITY TO OPT OUT OF ARBITRATION WITH RESPECT TO CERTAIN CLAIMS AS PROVIDED IN SECTION 17.

 

By entering into to this Agreement, you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provisions Section 17) and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE PUF PLATFORM.

 

The PUF Platform

The PUF Platform provides a marketplace where persons who seek the ability to valet their luxury automobile (“Subscribers”) at certain destinations can be matched with various entities, destinations, car clubs or events with the ability to valet their vehicle up front (“Venues”). Venues and Subscribers are collectively referred to herein as “Users,” and each User shall create a User account that enables access to the PUF Platform. For purposes of this Agreement, the reservation services provided by the application to secure up front parking at participating third party Venues shall be referred to collectively as the “Services”. Any decision by a User to offer or accept Services is a decision made in such User’s sole discretion. Each Service provided by a Venue to a Subscriber shall constitute a separate agreement between such persons.

 

Reservation Services

The availability of reservations is determined at the time of the Users query.  Once a reservation is made by the Subscriber through PUF’s website or Application, PUF shall provide confirmation of the reservation.  PUF at no time guarantees that a reservation will be available upon arrival.

Modification to the Agreement

 

In the event PUF modifies the terms and conditions of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. PUF reserves the right to modify any information referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the PUF Platform or Services after any such changes shall constitute your consent to such changes. Unless material changes are made to the arbitration provisions herein, you agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration (if applicable).

 

Eligibility

The PUF Platform may only be used by individuals who can form legally binding contracts under applicable law. The PUF Platform is not available to children (persons under the age of 18), persons under the age of 21 or Users who have had their User account temporarily or permanently deactivated. By becoming a User, you represent and warrant that you are at least 21 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account.

 

Charges & Subscription

As a User you agree to pay the amounts charged for your use of the PUF Platform and Services (“Charges”). Charges include Fares and other applicable fees, tolls, surcharges, and taxes as set forth in your market’s PUF page (www.PUF.com). PUF has the authority and reserves the right to determine and modify pricing by posting applicable pricing terms to PUF’s web page. Pricing may vary based on the type of service you request (e.g., PUF, bronze, PUF Silver, PUF Gold, PUF Platinum) as described PUF page. You are responsible for reviewing the applicable PUF web page and shall be responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts thereof.

Fees and Other Charges.

  • Service Fee. PUF may assess a per-park “Service Fee” to support the PUF Platform and related services provided to you by PUF. The amount of the Service Fee may vary by Venue but shall be retained by PUF in its entirety.

  • Cancellation Fee. After requesting a parking spot you may cancel it through the app, but note that in certain cases a cancellation fee may apply. You may also be charged if you fail to show up after requesting a “up front” parking spot. Please check out our Help Center to learn more about PUF’s cancellation policy, including applicable fees.

  • Tips. Subscriber may elect to tip your Valet in cash or through the PUF application. Any tips will be provided entirely to the applicable Valet.

      General.

  • Facilitation of Charges. All Charges are facilitated through a third-party payment processing service (e.g., Stripe, Inc., or Braintree, a division of PayPal, Inc.). PUF may replace its third-party payment processing services without notice to you. Charges shall only be made through the PUF Platform. With the exception of tips, cash payments are strictly prohibited.

  • No Refunds. All Charges are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the PUF Platform, any disruption to the PUF Platform or Services, or any other reason whatsoever.

  • Credit Card Authorization. Upon addition of a new payment method or each valet request, PUF may seek authorization of your selected payment method to verify the payment method, ensure the cost of parking will be covered, and protect against unauthorized behavior. The authorization is not a charge, however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or check card. We cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank.

 

PUF Communications

By becoming a User, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from PUF and its affiliated companies, may include but are not limited to: operational communications concerning your User account or use of the PUF Platform or Services, updates concerning new and existing features on the PUF Platform, communications concerning promotions run by us or our third- party partners, and news concerning PUF and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

 

IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT “END” TO 46080 FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE PUF PLATFORM OR THE SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM PUF (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN TEXT THE WORD “STOPALL” TO 46080 FROM THE MOBILE DEVICE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE PUF PLATFORM OR THE SERVICES.

 

Your Information

Your Information is any information you provide, publish or post to or through the PUF Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any PUF-related Facebook, Twitter or other social media posting) (your “Information”). You consent to us using your Information to create a User account that will allow you to use the PUF Platform and participate in the Services. Our collection and use of personal information in connection with the PUF Platform and Services is as provided in PUF’s Privacy Policy located at www.PUF.com/privacy. You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current and complete information and that we and other members of the public may rely on your Information as accurate, current and complete. To enable PUF to use your Information, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. PUF does not assert any ownership over your Information; rather, as between you and PUF, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information.

 

You may be able to create or log-in to your PUF User account through online accounts you may have with third party social networking sites (each such account, an "SNS Account"). By connecting to PUF through an SNS Account, you understand that PUF may access, store, and make available any SNS Account content according to the permission settings of your SNS Account (e.g., friends, mutual friends, contacts or following/followed lists (the “SNS Content”)). You understand that SNS Content may be available on and through the PUF Platform to other Users. Unless otherwise specified in this Agreement, all SNS Content, if any, shall be considered to be your Information.

 

Promotions and Referral Programs

PUF, at its sole discretion, may make available promotions with different features to any Users or prospective Users. These promotions, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with PUF. PUF reserves the right to withhold or deduct credits or benefits obtained through a promotion the event that PUF determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or this Agreement.

From time to time, PUF may offer you with incentives to refer new Users to the PUF community (the “Referral Program”). These incentives may come in the form of PUF Credits, and PUF may set or change the incentive types, amounts, terms, restrictions, and qualification requirements for any incentives in its sole discretion. Your distribution of PUF Codes and participation in the Referral Program is subject to this Agreement and the additional Referral Program Rules.

Restricted Activities

 

With respect to your use of the PUF Platform and your participation in the Services, you agree that you will not:

  1. impersonate any person or entity;

  2. stalk, threaten, or otherwise harass any person, or carry any weapons;

  3. violate any law, statute, rule, permit, ordinance or regulation;

  4. interfere with or disrupt the Services or the PUF Platform or the servers or networks connected to the PUF Platform;

  5. post Information or interact on the PUF Platform or Services in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal;

  6. use the PUF Platform in any way that infringes any third party’s rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;

  7. post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;

  8. forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the PUF Platform;

  9. “frame” or “mirror” any part of the PUF Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose; or

  10. modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the PUF Platform or any software used on or for the PUF Platform;

  11. rent, lease, lend, sell, redistribute, license or sublicense the PUF Platform or access to any portion of the PUF Platform;

  12. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the PUF Platform or its contents;

  13. link directly or indirectly to any other web sites;

  14. transfer or sell your User account, password and/or identification to any other party

  15. discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or

  16. cause any third party to engage in the restricted activities above.

 

Venue Representations, Warranties and Agreements

By providing Services as a Venue on the PUF Platform, you represent, warrant, and agree that:

  1. Your valet contractors or parking employees possess a valid Venue’s license and are authorized and medically fit to operate a motor vehicle and have all appropriate licenses, approvals and authority to provide park and drive any vehicle presented by subscriber in all jurisdictions in which you provide Services.

  2. You will only provide Services using the vehicle that has been reported to, and approved by PUF, and for which a photograph has been provided to PUF.

  3. You will not make any misrepresentation regarding PUF, the PUF Platform, the Services or your status as a Venue.

  4. You will not attempt to defraud PUF or Subscribers on the PUF Platform or in connection with your provision of Services. If we suspect that you have engaged in fraudulent activity we may suspend  your account indefinitely.

  5. You will pay all applicable federal, state and local taxes based on your provision of Services and any payments received by you.

 

Subscriber Representations, Warranties, and Agreements

By providing using the Services as a Subscriber on the PUF Platform, you represent, warrant, and agree that:

  1. You are 18 or older and possess a valid legal driver’s license.

  2. You own, or have the legal right to operate the vehicle registered under the PUF Application or website.

  3. You will only use those vehicles that have been reported to, and approved by PUF, and for which a photograph has been provided to PUF.

  4. Such Subscriber is named or scheduled on the insurance policy covering the vehicle such Subscriber uses.

  5. Such Subscriber will obey all local laws related to the matters set forth herein, and will be solely responsible for any violation of such local laws.

  6. Subscriber will not make any misrepresentation regarding PUF, the PUF Platform, the Services, or Subscriber’s status as a Subscriber or engage in any other activity in a manner that is inconsistent with Subscriber’s obligations under this Agreement.

 

Intellectual Property

All intellectual property rights in the PUF Platform shall be owned by PUF absolutely and in their entirety. These rights include and are not limited to database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the PUF Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of PUF. PUF shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

 

PUF and other PUF logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of PUF in the United States and/or other countries (collectively, the “PUF Marks”). If you provide Services as a Venue, PUF grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the PUF Marks solely in connection with providing the Services through the PUF Platform (“License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without PUF’s prior written permission, which it may withhold in its sole discretion. The PUF Marks may not be used in any manner that is likely to cause confusion.

You acknowledge that PUF is the owner and licensor of the PUF Marks, including all goodwill associated therewith, and that your use of the PUF Marks will confer no additional interest in or ownership of the PUF Marks in you but rather inures to the benefit of PUF. You agree to use the PUF Marks strictly in accordance with PUF’s Trademark Usage Guidelines, as may be provided to you and revised from time to time, and to immediately cease any use that PUF determines to nonconforming or otherwise unacceptable.

 

You agree that you will not: (1) create any materials that incorporate the PUF Marks or any derivatives of the PUF Marks other than as expressly approved by PUF in writing; (2) use the PUF Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the PUF Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair PUF’s rights as owner of the PUF Marks or the legality and/or enforceability of the PUF Marks, including, without limitation, challenging or opposing PUF’s ownership in the PUF Marks; (4) apply for trademark registration or renewal of trademark registration of any of the PUF Marks, any derivative of the PUF Marks, any combination of the PUF Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the PUF Marks; (5) use the PUF Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.

Violation of any provision of this License may result in immediate termination of the License, in PUF’s sole discretion. If you create any materials bearing the PUF Marks (in violation of this Agreement or otherwise), you agree that upon their creation PUF exclusively owns all right, title and interest in and to such materials, including without limitation any modifications to the PUF Marks or derivative works based on the PUF Marks. You further agree to assign any interest or right you may have in such materials to PUF, and to provide information and execute any documents as reasonably requested by PUF to enable PUF to formalize such assignment.

 

PUF respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials on the PUF Platform or Services infringe upon your copyrights, please visit Copyright Policy page for information on how to make a copyright complaint.

 

Disclaimers

The following disclaimers are made on behalf of PUF, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.

 

PUF does not provide transportation services, and PUF is not a transportation carrier. It is up to the Venue to decide whether or not to offer valet services or parking to a Subscriber contacted through the PUF Platform, and it is up to the Subscriber to decide whether or not to accept a parking spot from any Venue contacted through the PUF Platform. We cannot ensure that a Venue or Subscriber will complete an arranged transportation service. We have no control over the quality or safety of the transportation that occurs as a result of the Services.

 

The PUF Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the PUF Platform and/or the Services, including the ability to provide or receive Services at any given location or time, or secure “up front parking”. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

 

We do not warrant that your use of the PUF Platform or Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error- free, or will meet your requirements, that any defects in the PUF Platform will be corrected, or that the PUF Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the PUF Platform or Services.

We cannot guarantee that each Subscriber is who he or she claims to be. Please use common sense when using the PUF Platform and Services, including looking at the photos of the Venue or Subscriber you have matched with to make sure it is the same individual you see in person. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the PUF Platform by persons under the age of 18 in violation of this Agreement. We encourage you to communicate directly with each potential Venue or Subscriber prior to engaging in an arranged transportation service.

 

PUF is not responsible for the conduct, whether online or offline, of any User of the PUF Platform or Services. You are solely responsible for your interactions with other Users. We do not procure insurance for, nor are we responsible for, personal belongings left in the car by Venues or Subscribers. By using the PUF Platform and participating in the Services, you agree to accept such risks and agree that PUF is not responsible for the acts or omissions of Users on the PUF Platform or participating in the Services.

 

PUF expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately.

 

It is possible for others to obtain information about you that you provide, publish or post to or through the PUF Platform (including any profile information you provide), send to other Users, or share during the Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on the PUF Platform or through the Services. Please carefully select the type of information that you post on the PUF Platform or through the Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).

 

Opinions, advice, statements, offers, or other information or content concerning PUF or made available through the PUF Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the PUF Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the PUF Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.

 

Location data provided by the PUF Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither PUF, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the PUF Platform. Any of your Information, including geolocational data, you upload, provide, or post on the PUF Platform may be accessible to PUF and certain Users of the PUF Platform.

 

PUF advises you to use the PUF Platform with a data plan with unlimited or very high data usage limits, and PUF shall not responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the PUF Platform.

 

This paragraph applies to any version of the PUF Platform that you acquire from the Apple App Store. This Agreement is entered into between you and PUF. Apple, Inc. (“Apple”) is not a party to this Agreement and shall have no obligations with respect to the PUF Platform. PUF, not Apple, is solely responsible for the PUF Platform and the content thereof as set forth hereunder. However, Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement. Upon your acceptance of this Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof. This Agreement incorporates by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control.

 

Release

Venues are solely responsible for their interactions with Subscriber and any and all claims, injuries, illnesses, damages, liabilities, and costs (“Claims”) suffered by Subscriber as a result of Subscriber’s interaction with or visit to any Venue or from any product or service (including but not limited to any specials, offers, discounts, promotions or events) of any Venue.  Users hereby release PUF from any and all such Claims. PUF provides reservation Services as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Venues.

Indemnity

 

You will defend, indemnify, and hold PUF including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the PUF Platform and participation in the Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, without limitation, Venues, Subscribers, other motorists, and pedestrians, as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the PUF Platform or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) your ownership, use or operation of a motor vehicle or passenger vehicle, including your provision of Services as a Venue; and/or (5) any other activities in connection with the Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

Limitation of Liability

 

IN NO EVENT WILL PUF, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “PUF” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE PUF PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE PUF PLATFORM, THE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PUF PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION, GOODS, OR OTHER SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT PUF HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS OR OTHER SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THERE TERMS. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

 

Term and Termination

This Agreement is effective upon your creation of a User account. This Agreement may be terminated: a) by User, without cause, upon seven (7) days’ prior written notice to PUF; or b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement, including but not limited to any breach of Section 9 or breach of Section 10(a) through (i) of this Agreement.

In addition, PUF may terminate this Agreement or deactivate your User account immediately in the event: (1) you no longer qualify to provide Services or to operate the approved vehicle under applicable law, rule, permit, ordinance or regulation; (2) you violate a terms of use as listed herein; (3) PUF has the good faith belief that such action is necessary to protect the safety of the PUF community or third parties, provided that in the event of a deactivation pursuant to (1)-(3) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to PUF’s reasonable satisfaction prior to PUF permanently terminating the Agreement. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to PUF’s satisfaction, this Agreement will not be permanently terminated. Sections 2, 6, 7 (with respect to the license), 11-12, 14-19, and 21 shall survive any termination or expiration of this Agreement.

 

DISPUTE RESOLUTION AND ARBITRATION AGREEMENT

(a) Agreement to Binding Arbitration Between You and PUF.

YOU AND PUF MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act and survives after the Agreement terminates or your relationship with PUF ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and PUF, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders.

 

Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND PUF. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the PUF Platform, the Services, any other goods or services made available through the PUF Platform, your relationship with PUF, the threatened or actual suspension, deactivation or termination of your User Account or this Agreement, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by PUF, any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by PUF and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.

 

BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND PUF ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly

excluded from the requirement to arbitrate.

 

(b) Optional Pre-Arbitration Negotiation Process.

Before initiating any arbitration or proceeding, you and PUF may agree to first attempt to negotiate any dispute, claim or controversy between the parties informally for 30 days, unless this time period is mutually extended by you and PUF. A party who intends to seek negotiation under this subsection must first send to the other a written notice of the dispute (“Notice”). The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.

 

Confidentiality

You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to PUF’s business, operations and properties, including User information (“Confidential Information”) disclosed to you by PUF for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of PUF in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to PUF with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by PUF or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of PUF; becomes known to you, without restriction, from a source other than PUF without breach of this Agreement by you and otherwise not in violation of PUF’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to PUF to enable PUF to seek a protective order or otherwise prevent or restrict such disclosure.

Relationship with PUF

 

As a Venue on the PUF Platform, you acknowledge and agree that you and PUF are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and PUF expressly agree expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and PUF; and (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind PUF, and you undertake not to hold yourself out as an employee, agent or authorized representative of PUF.

 

PUF does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Services, your acts or omissions, or your operation and maintenance of your vehicle. You retain the sole right to determine when, where, and for how long you will utilize the PUF Platform. You retain the option to accept or to decline or ignore a Subscriber’s request for Services via the PUF Platform, or to cancel an accepted request for Services via the PUF Platform, subject to PUF’s then-current cancellation policies. With the exception of any signage required by law or permit/license rules or requirements, PUF shall have no right to require you to: (a) display PUF’s names, logos or colors on your vehicle(s); or (b) wear a uniform or any other clothing displaying PUF’s names, logos or colors. You acknowledge and agree that you have complete discretion to provide Services or otherwise engage in other business or employment activities.

General

 

Except as provided in Section 17, this Agreement shall be governed by the laws of the State of Texas without regard to choice of law principles.