Thank you for your interest in Ridecell, Inc. and its affiliated companies (collectively, “Ridecell”, “we”, “us”, or “our”) and the Ridecell website located at www.ridecell.com and all related subdomains (the “Website”) and Ridecell’s products and services, including without limitation mobile applications and widgets (collectively with the Website, the “Service”).
Scope and Acceptance of these Terms
The following Terms of Service describe the terms and conditions by which you may use the Service (the “Terms”). By using, accessing or registering for the Service, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, you may not use, access or register for the Service. Ridecell reserves the right, at its discretion, to change or modify portions of these Terms at any time by posting such changes to this page and will indicate at the top of this page the date these Terms were last revised. Any such changes will be effective immediately upon posting. You understand and hereby agree that you have the affirmative obligation to check these Terms periodically for changes. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of those changes and the Terms.
These Terms do not apply to any independent operator of our Service who offers our Service to you.
Access and Use of the Service
Ridecell hereby grants you a limited, nonexclusive, nonassignable, nontransferable license to access and use the Service solely for your own personal, non-commercial purposes, subject to your agreement to, compliance with, and satisfaction of these Terms. All rights not otherwise expressly granted by these Terms are reserved by Ridecell. The Service expressly does not include transportation services that are provided by third party drivers.
Your Registration Obligations
Member Account, Password and Security
After registration you are responsible for the secure use of the User account created. You may not allow others to use your account, and you may not assign or otherwise transfer your account to any other person or entity and you are fully responsible for any and all activities that occur under your password or account. You will immediately notify Ridecell in writing if you discover any unauthorized use of your account. Ridecell may require you to change your username or password if Ridecell determines, in its sole discretion, that your username and password are no longer confidential or to ensure the highest level or security and protection of your information.
Modifications to Service
Ridecell reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Ridecell will not be liable to you for any modification, suspension or discontinuance of the Service.
The Service includes certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Website from a mobile device, and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Ridecell and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Ridecell account information to ensure that your messages are not sent to the person that acquires your old number.
Restrictions on Use of the Service
You agree not to engage in unacceptable use of the Service or any part thereof, which includes, without limitation: (a) use of the Service to post, store or disseminate material or information that is, or to a reasonable person, may be false, fraudulent, unlawful, tortious, abusive, defamatory, libelous, harassing, threatening, or malicious; (b) use of the Service to post, store or disseminate content, files, graphics, software or other material or information that actually or potentially infringes the rights of any person, including, without limitation, the copyright, trademark, patent, trade secret or other intellectual property rights, or privacy, moral or publicity rights, of any person; (c) use of the Service to interfere, disrupt or attempt to gain unauthorized access to other accounts on the Service, to restricted portion(s) of the Service, to content, or any other computer network or equipment; (d) use of the Service to post, store or disseminate viruses, trojan horses or any other malicious code or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware, system or telecommunications equipment; (e) use of the Service to post, store or disseminate any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or other fraudulent schemes, or any other form of solicitation; (f) use of any manual or automated software, devices or other processes to “crawl” or “spider” any web pages contained in the Website (including, without limitation, the use of robots, bots, spiders, scrapers or any other means to extract pricing, product, service or other data from the Service); (g) use of the Service to gain competitive intelligence about Ridecell or its affiliates, the Service or any product or service offered via the Service or to otherwise compete with Ridecell or its affiliates; (h) framing or otherwise simulating the appearance or functions of the Service or any portion thereof; (i) harvesting or otherwise collecting any information about other users; (j) to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service, or (k) use of the Service to engage in any activity that, as determined by Ridecell, may intentionally or unintentionally violate these Terms or any applicable laws or regulations.
Ridecell Does Not Provide Transportation Services
RIDECELL DOES NOT PROVIDE TRANSPORTATION SERVICES AND RIDECELL IS NOT A TRANSPORTATION CARRIER. IT IS UP TO THE THIRD-PARTY ORGANIZATION TO DECIDE WHETHER OR NOT TO OFFER A RIDE TO A RIDER CONTACTED THROUGH THE SERVICE, AND IT IS UP TO THE RIDER TO DECIDE WHETHER OR NOT TO ACCEPT A RIDE FROM ANY THIRD PARTY ORGANIZATION. ANY DECISION BY A USER TO OFFER OR ACCEPT TRANSPORTATION ONCE SUCH USER IS CONNECTED THROUGH THE SERVICE IS A DECISION MADE IN SUCH USER’S SOLE DISCRETION. RIDECELL DOES NOT PROVIDE TRANSPORTATION SERVICES OR ACT IN ANY MANNER AS A TRANSPORTATION CARRIER, AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSPORTATION SERVICES OBTAINED BY YOU OR PROVIDED BY ANY THIRD PARTY ORGANIZATION USING THE SERVICES.
Users may opt-in to receive mobile text alerts or marketing or information emails by using a web form that Ridecell will make available to you. By signing up you agree to receive marketing text messages or email, which may be sent through an automatic telephone dialing system to the mobile number provided.
To Opt-Out (discontinue service), text “STOP” to “41254” from your mobile device. You will not receive any additional messages.
Apple-Enabled Software Applications
Among other platforms, Ridecell offers Software (as defined below) applications that are intended to be operated in connection with products made commercially available by Apple Inc. (“Apple”). With respect to Software that is made available for your use in connection with an Apple-branded product (such Software, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:
- Ridecell and you acknowledge that these Terms are concluded between Ridecell and you only, and not with Apple, and that as between Ridecell and Apple, Ridecell, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
- You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the App Store Terms of Service.
- Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS Product that you own or control, as permitted by the Usage Rules set forth in the App Store Terms of Service.
- Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
- Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Ridecell’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
- Ridecell and you acknowledge that Ridecell, not Apple, is responsible for addressing any claims by you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- In the event of any third-party claim that the Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Ridecell and Apple, Ridecell, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
- You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
- Ridecell and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms with respect to the Apple-Enabled 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 against you with respect to the Apple-Enabled Software as a third-party beneficiary thereof.
- If you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to Ridecell as follows: firstname.lastname@example.org OR Ridecell, 514 Bryant Street, San Francisco, CA 94107.
Ridecell operates the Service to assist facilitation of rides between riders and third-party drivers using vehicles belonging to third-party organizations. You should consult the insurance policies of those organizations in the event of an incident. Ridecell does not carry or offer any insurance coverage for users.
INTELLECTUAL PROPERTY RIGHTS
Service Content, Software and Trademarks
You hereby acknowledge and agree that Ridecell owns all rights, titles and interest in and to the Service and to any and all proprietary and confidential information contained therein (the “Ridecell Information”). The Service and the Ridecell Information are protected by applicable intellectual property laws, including without limitation copyright, patent, trademark, trade secret and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. Any use of the Service other than as specifically authorized herein is strictly prohibited.
The technology and software underlying the Service or distributed (including without limitation, the Mobile Services) in connection therewith is the property of Ridecell, our affiliates and our partners (the “Software”). For purposes of these Terms, the Software will be deemed a component of the Service. Any rights not expressly granted herein are reserved by Ridecell.
Ridecell’s name and logos are trademarks and service marks of Ridecell (collectively the “Ridecell Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who use the Service. Nothing in these Terms or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Ridecell’s Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Ridecell Trademarks will inure to Ridecell’s exclusive benefit.
Any questions, comments, suggestions, ideas, works, or other information about Ridecell, the Service, or our products or services that you post, submit, or otherwise communicate to us (collectively, “Feedback”), is non-confidential and will become the sole property of Ridecell. You hereby assign to Ridecell all right, title and interest in and to Feedback, including, without limitation, all intellectual property rights, in and to Feedback and Ridecell will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
These Terms are not a sale and do not convey to you any rights of ownership in or related to the Service, or any intellectual property rights owned by Ridecell.
Third Party Material
Under no circumstances will Ridecell be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Ridecell does not have a duty to pre-screen content, but that Ridecell and its designees have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service that violates these Terms or is deemed by Ridecell, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
User Content Transmitted Through the Service
With respect to the content or other materials you upload through the Service (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyright and rights of publicity contained therein. By uploading any User Content you hereby grant and will grant Ridecell and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Service or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed.
You acknowledge and agree that Ridecell may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Ridecell, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (x) transmissions over various networks; and (y) changes to conform and adapt to technical requirements of connecting networks or devices.
The Service may provide, or third-parties may provide, links or other access to third-party sites and resources on the Internet. Ridecell has no control over such sites and resources and Ridecell is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Ridecell will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third-parties found while using the Service are between you and the third-party, and you agree that Ridecell is not liable for any loss or claim that you may have against any such third-party.
Indemnity and Release
You agree to indemnify and hold Ridecell and its affiliates and their officers, employees, directors and agent harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to: (a) your access or use of the Service, (b) your receipt or providing of transportation services through the Service, (c) any User Content, (d) your connection to the Service, (e) your breach or violation of these Terms or any applicable law or regulation, including any local laws or ordinances, whether or not referenced herein, or your violation of any rights of another, including, but not limited to passengers of your vehicle, other motorists, and pedestrians, or (f) infringement or misappropriation of any intellectual property or other rights of Ridecell or third parties by you.
DISCLAIMER OF WARRANTIES
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIDECELL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. RIDECELL MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS OR (V) AS TO THE MANNER, PROFESSIONALISM, SECURITY OR FITNESS OF THE PERSONAL AND/OR COMMERCIAL DRIVERS.
The Service is not intended for and should not be used or relied on in the case of an emergency, while driving or operating vehicles, or in a manner where the failure or inaccuracy of the Service could lead directly to death, personal injury, or severe physical or property damage. Ridecell cannot ensure the quality or safety of the transportation that occurs as a result of using the Service; nor do we have any control over the truth or accuracy of the User Content listed on the Service.
If at any time you are not satisfied with the Service or object to any material within the Service, your sole remedy is cessation of use thereof.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT RIDECELL WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR PUNITIVE DAMAGES, EVEN IF RIDECELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROMANY OTHER MATTER RELATING OR CONNECTED TO THE SERVICE.
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms to arbitrate, shall be determined by arbitration in San Francisco, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
The arbitration must commence within 45 days of the date on which a written demand for arbitration is filed by either party. The arbitrator’s decision and award will be made and delivered within 60 days of the conclusion of the arbitration and within six months of the selection of the arbitrator. The arbitrator will not have the power to award damages in excess of the limitation on damages set forth in these Terms and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under these Terms, and each party hereby irrevocably waives any claim to such damages. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing party) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award in court. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.
You agree that Ridecell, in its sole discretion, may (with or without prior notice) suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if Ridecell believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Ridecell may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that Ridecell will not be liable to you or any third party for any termination of your access to the Service.
These Terms constitute the entire agreement between you and Ridecell and govern your use of the Service, superseding any prior agreements between you and Ridecell with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third-party content or third-party software. These Terms will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Ridecell agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California.
The failure of Ridecell to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one year after such claim or cause of action arose or be forever barred. A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Terms without the prior written consent of Ridecell, but Ridecell may assign or transfer this Terms, in whole or in part, without restriction. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail to your mail or email address on record in the Company’s account information. The Service may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Service.
The Company may give notice by means of a general notice on the Service, electronic mail to your email address on record in the Company’s account information, or by written communication sent by first class mail or pre-paid post to your physical address on record in the Company’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to the Company (such notice shall be deemed given when received by the Company) at any time by A letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail to the Company at the following addresses (whichever is appropriate):
ATTN: General Counsel
514 Bryant Street
San Francisco, CA 94107
Accessing These Terms
You may access these Terms at any time by visiting https://ridecell.com/terms-of-use/.
HELP? QUESTIONS? CONCERNS? SUGGESTIONS?
Please text “HELP” to “41254” or email email@example.com to report any violations of these Terms or to pose any questions regarding these Terms or the Services provided by Ridecell.