You may use the Platform and Services only in compliance with this Agreement. You may use the Platform and Services only if you have the power to form a contract with Duet and are not barred from doing so under any applicable Law. You may not use our Shuttle Services if you are under 18 years of age or our Carpool Services if you're under 22 years of age (collectively "Age Limits"). By agreeing to this Agreement, you are representing to us that you are over the Age Limits for the Services that you plan to use. You may not use the Services unless you are a resident of the United States of America and access the Platform in the United States of America. Without limiting the foregoing, the Services are not available to any person resident outside the United States of America.
IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH DUET ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
THE PLATFORM IS A SERVICE THAT CONNECTS RIDERS WITH DRIVERS OR SHUTTLE SERVICES. ALL ARRANGEMENTS MADE THROUGH THE PLATFORM ARE BETWEEN RIDERS AND DRIVERS OR SHUTTLE SERVICES. DUET IS NOT A PARTY TO THOSE AGREEMENTS AND DUET IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF ANY USER OR SHUTTLE SERVICE, INCLUDING ANY INACCURACY IN INFORMATION PROVIDED AND ANY FAILURE TO COMPLY WITH THIS AGREEMENT OR APPLICABLE LAW. DUET RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS OR SHUTTLE SERVICES. ANY DISPUTES RELATING TO RIDES ARE BETWEEN RIDERS, DRIVERS AND SHUTTLE SERVICES. DUET IS UNDER NO OBLIGATION TO RESOLVE DISPUTES BETWEEN USERS AND WILL HAVE NO LIABILITY IN ANY SUCH DISPUTE.
Capitalized terms in this Agreement have the meanings assigned to them in Section 12.11 or elsewhere in these this Agreement, unless the context otherwise requires, which meaning will be equally applicable to both the singular and plural forms of those terms. In this Agreement, unless a clear contrary intention appears (a) "Section" refers to sections of this Agreement; (b) "including" (and with correlative meaning "include") means including without limiting the generality of any description preceding such term, and (c) any provision for Duet's discretion, determination, belief, consent or approval allows Duet to exercise its discretion, make determinations, reach beliefs and to grant or withhold its consent or approval in its sole and absolute discretion.
Duet provides a service (the "Services") allowing users who are looking for a ride ("Riders") to connect with users who may be headed in the same direction ("Drivers," such Rides are designated "Carpools") and certain commercial shuttle services that participate in the Platform ("Shuttle Services") as part of agreements between Duet and one or more employer served by those Shuttle Services ("Shuttle Sponsors"). You may only use Shuttle Services if you are an employee of the applicable Shuttle Sponsor. You may not use the Services for purposes other than arranging personal transportation (a "Ride") and, in particular, you may not use the Services for the commercial delivery of goods or services to others. Unless otherwise agreed by Duet in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use. YOU ACKNOWLEDGE THAT YOUR ABILITY TO OBTAIN TRANSPORTATION SERVICES THROUGH THE USE OF THE SERVICES DOES NOT ESTABLISH DUET AS A PROVIDER OF TRANSPORTATION SERVICES OR AS A TRANSPORTATION CARRIER.2.2 Scheduling a Carpool Ride.
You can use the "Schedule a carpool" option in the Applications to join an existing Open Carpool or Confirmed Carpool or create a new Open Carpool, either as Rider or Driver. Once you join an Open Carpool created by another user or another user joins an Open Carpool you have created, the Carpool is then automatically converted to a Confirmed Carpool. You will NOT be asked again for acceptance or confirmation. By creating an Open Carpool or joining a Carpool, you agree that you will meet your Confirmed Carpool Partners at the scheduled pickup location and at the scheduled pickup time, and, if you are the Driver, that you will drop off the Riders at the scheduled dropoff location. Unlike direct transportation, carpool travel typically takes longer as riders wait for fellow passengers to load or unload. In addition to being affected by other passengers sharing the ride, travel time is dependent on geography, weather condition, time of day, and traffic conditions. Duet and the Drivers and Shuttle Services partners are not responsible for delays in anticipated pickup or arrival. Duet has no obligation to display any Carpool you create and reserves the right to display Carpools to users at Duet's discretion.2.3 Cancellation.
You can cancel a Carpool only through the Applications. Fees will apply if you cancel a Confirmed Carpool as specified in Section 3. If you cancel a Confirmed Carpool less than ten minutes before the scheduled pickup time, Duet will consider you a No Show for that Confirmed Carpool. In addition to fees, if you are a No Show (whether by late cancellation or otherwise) for three Confirmed Carpools in any calendar month, you will be blocked from the Platform and Services through the end of the following calendar month. If you are blocked a second time, you will be permanently blocked from the Platform and Services.2.4 Claims.
You will use the Application to designate each Confirmed Carpool as "Pickup Complete," "Cancelled" or "No Show" (each a "Claim"). Duet will not accept Claims other than through the designated claim function in the Application. Whether or not you make a Claim, Duet will determine the Claim status of each user registered for a Confirmed Carpool within 24 hours of the scheduled departure time. You accept that Duet's determination of Claim status is final.2.5 Accessibility Needs.
If you have accessibility needs, please bring those up directly with the Driver or the Shuttle Service to determine if they will be able to accommodate your needs. Duet cannot guarantee accommodation of your accessibility needs.2.6 Updates.
Duet reserves the right to change or upgrade any equipment or software that Duet uses to provide the Services without notice to User. Duet may install security patches, updates, upgrades and service packs with respect to the Platform ("Updates") as Duet determine in its discretion, and Duet reserves the right, but not the obligation, to roll back any Updates. Updates may change system behavior and functionality and as such may negatively affect the Services used by User. Duet will not be responsible or liable for service disruption or changes in functionality or performance due to Updates. Duet will not be responsible or liable for issues that may arise from incompatibilities between User's systems or software and any Update or hardware or software change or configuration, regardless of whether discretionary or requested.2.7 Access Credentials.
User is responsible for safeguarding the username, password and other access credentials that User uses to access the Platform and Services ("Access Credentials") and User agrees not to disclose User's Access Credentials to any third party. User is responsible for any activity using User's Access Credentials, whether or not User authorized that activity. User will immediately notify Duet of any unauthorized use of User's account and of any actual or potential disclosure of User's Access Credentials. User acknowledges that if User wishes to protect User's transmission of data or files to Duet, it is User's responsibility to use a secure encrypted connection to communicate with the Platform and Services. Duet makes no representations or warranties as to the security of any such encrypted connection, however, and User agrees that Duet will have no liability if it fails to protect User's transmission.2.8 Verification.
You will have the option to perform certain verifications of yourself, such as verifying your mobile phone number, email account, Facebook account, and LinkedIn account. Duet recommends you perform these verifications, which are factored into other users' consideration of carpooling with you. Duet may enforce some or all of the supported verifications in order to improve your carpooling success rate or allow you to book Shuttle Services. Duet uses the application programming interface (API) or software development kit (SDK) of the respective third parties to conduct these verifications of you.
(a) Charges. You understand that use of the Services may result in charges to you as set forth in this Section 3 ("Charges"). With respect to Carpools, Duet will charge the Rider a "Carpool Fee," which will include Duet's service charge for providing the Services (the "Service Charge") and an amount to reimburse the Driver (the "Reimbursement"). With respect to Rides for Shuttle Services, Duet will charge the Rider a Charge specified at the time you schedule the Ride (the "Shuttle Fee").
(b) Payments. To use the Services, you must establish a positive balance in your account. Duet allows you to pay into your account in fixed increments (e.g. $10). All payments will be enabled by Duet using the preferred payment method designated in your account, after which you will receive a receipt by email or through the Platform. If your primary account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Duet may use a secondary payment method in your account, if available.
(c) Changes; Disparities. As between you and Duet, Duet reserves the right to establish, remove and/or revise Charges for any or all services obtained through the use of the Services at any time in Duet's sole discretion. Duet may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services obtained through the use of the Services, and you agree that those promotional offers and discounts, unless also made available to you, will have no bearing on your use of the Services or the Charges applied to you. You will see your Carpool Fee before you create or join a Carpool and Duet will not change your Carpool Fee for that Carpool after you have created or joined that Carpool.
(d) Promotions. Duet may, in its sole discretion, create referral and/or promotional offer ("Promotions") such as promotional codes may be redeemed for discounts on future Services and/or a Driver's or Shuttle Service's services, or other features or benefits related to the Services and/or a Driver's or Shuttle Service's services, subject to any additional terms that Duet establishes. You agree that Promotions (i) must be used for the intended audience and purpose, and in a lawful manner, (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Duet, (iii) may be disabled by Duet at any time for any reason without liability to Duet, (iv) may only be used pursuant to the specific terms that Duet establishes for the Promotion, (v) are not valid for cash, and (vi) may expire before your use. Duet reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promotions by you or any other user in the event that Duet determines or believes that the use or redemption of the Promotion was in error, fraudulent, illegal, or otherwise in violation of this Agreement.
(e) Driver and Shuttle Service Reimbursements. You will be responsible to Drivers and Shuttle Services for the cost of repair for damage to, or necessary cleaning of, vehicles and property resulting from use of the Services under your account in excess of normal "wear and tear" damages and necessary cleaning ("Repair or Cleaning"). Duet reserves the right to facilitate payment to Drivers and Shuttle Services of any Repair or Cleaning costs Duet determines are your responsibility under the preceding sentence, using your payment method designated in your account.3.2 Reimbursements.
Reimbursements are the amount of reimbursement a Driver receives for a portion of the costs (including the costs of owning and operating the Driver's vehicle) associated with driving successfully completed Confirmed Carpools. You will see your Reimbursement before you create or join a Carpool as Driver and Duet will not change your Reimbursement for that Carpool after you have created or joined that Carpool as Driver, provided that Duet reserves the right, in Duet's reasonable discretion, to adjust or withhold all or a portion of a Reimbursement (a) if Duet determines that you have attempted to defraud or abuse Duet or Duet's payment processors, (b) to resolve a Rider complaint, or (c) for any other reason Duet deems appropriate. You acknowledge and agree that your Reimbursement for any Carpool may be less than your actual costs or reimbursable expenses for that Carpool. You must comply with any and all applicable tax Law, including the reporting and payment of any taxes arising in connection with your use of the Services or payments made through the Services. The reporting and payment of any such applicable taxes are your responsibility. You are responsible for determining if any Reimbursement is taxable, and for remitting taxes to the appropriate tax authority. Reimbursements will be credited to your account and will not be paid out to you directly.3.3 Cancellation and No Shows.
(a) Cancellation and No Show Charges. If you cancel a Confirmed Carpool or a Confirmed Shuttle Service Ride or Duet determines that you were a No Show for a Confirmed Carpool or a Confirmed Shuttle Service Ride, you will pay a Charge as follows:
(i) For cancellations more than an hour or more before the scheduled departure or pickup time, the Charge will be $1 or, for Shuttle Services, the amount specified in the agreement between Duet the applicable Shuttle Sponsor.
(ii) For cancellations less than an hour (but more than ten minutes) before the scheduled departure or pickup time, the Charge will be 50% of the Carpool Fee for that Confirmed Carpool or, for Shuttle Services, the amount specified in the agreement between Duet the applicable Shuttle Sponsor.
(iii) For No Shows (including cancellations ten minutes or less before the scheduled departure or pickup time), the Charge will be the Carpool Fee for that Confirmed Carpool or, for Shuttle Services, the amount specified in the agreement between Duet the applicable Shuttle Sponsor.
(b) Cancellation and No Show Credits. If one of your Confirmed Carpool Partners cancels a Confirmed Carpool or Duet determines that one of your Confirmed Carpool Partners was a No Show for a Confirmed Carpool, you will receive a credit, equal to the excess, if any, of the Charge specified in Section 3.3(a) over the Service Charge for that Confirmed Carpool.3.4 Payments Only Through the Platform.
You will not make or solicit payments for Carpools scheduled through the Platform other than through the Platform. Duet will not acknowledge or give you credit for payments made other than through the Platform.3.5 Completion of Rides; Processing of Charges and Credits.
Riders are obligated to pay Charge and Drivers are entitled to Reimbursement after the Ride is completed. A Ride is completed after the Driver or Shuttle Service drops the Rider off at the scheduled dropoff location, using the Platform. Credits and Charges for completed Rides will be processed by the business day following the later of the day on which they are incurred or (if later) finally determined.3.6 Redemptions.
You may redeem your positive account balance at any time, provided that redemptions may be made only in increments specified by Duet from time to time (e.g. $5) and Duet may deduct any payment processing fees incurred by Duet in making the redemption from the amount of the redemption. The remainder balance can be redeemed in its entirety at your request if you decide to close or deactivate your Duet account, and you inform Duet of this intention by an email to email@example.com, provided that Duet will deduct any payment processing fees incurred by Duet in making the redemption from the amount of the redemption.
To be eligible to use the Services, you must not have been convicted or pleaded guilty or nolo contendere to any felony or serious criminal offense (as determined by Duet) ever, nor any misdemeanor within the past three years. You hereby represent that you are eligible under the preceding sentence and that you have disclosed to Duet any criminal history.4.2 Carpool User Eligibility.
You may not use the Services with respect to Carpools (as a Rider or a Driver) if you are under 22 years of age. By using the Services with respect to Carpools, you are representing to us that you are over 22.4.3 Driver Eligibility.
To be eligible to use the Services as a Driver, you must at all times, in addition to the other requirements set forth in this Agreement, (a) hold a valid driving license for the area in which you are driving, (b) ensure your vehicle is roadworthy, and has all certifications required by applicable Law and follow prescribed manufacturer preventative and maintenance standards for your vehicle, (c) have appropriate insurance coverage for all Rides and any accidents that may occur during a Ride, including personal injury protection insurance coverage for your vehicle with no less than the minimum limits required by applicable Law, (d) only provide Rides in a personal capacity and not in the course of a business, (e) not use the Services to generate a profit; and (f) not use the Services to provide Rides on motorcycles, (g) have NO record of convictions for serious driving offenses (as determined by Duet), and (h) be medically fit to act as a driver. You hereby represent that you are eligible under the preceding sentence, that you have disclosed to Duet any record of driving offenses, and that you will, on request, provide Duet with evidence of insurance. Drivers are advised to check with their insurance provider to ensure that their coverage extends to the expense-sharing ridesharing activities such as Carpools scheduled using the Platform.4.4 Duty to Update.
If at any time you do not meet or do not continue to meet the eligibility requirements listed in this Agreement, you will notify Duet immediately at firstname.lastname@example.org, and you will have no right to use or continue to use the Platform or the Services.4.5 Other User Responsibilities.
You may not authorize third parties to use your account and you may not use your account to book Rides for third parties (whether they accompany you or not), you will use only the Access Credential provided by Duet. You may not assign or otherwise transfer your account to any other Person. You agree to comply with all applicable Law when accessing or using the Platform and Services, and you may only access or use the Platform and Services for lawful purposes (e.g., no transport of unlawful or hazardous materials). You may not in your access or use of the Platform or Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Driver or Shuttle Service, any other Person, or their respective vehicles and other property. Your receipt of Services is at all times conditioned on providing Duet with all information reasonably necessary for Duet to provide the Services. You are responsible for obtaining the data network access necessary to use the Platform. Your mobile network's data and messaging rates and fees may apply if you access or use the Platform from your device. You are responsible for obtaining the current, updated version of any Software acquiring and updating compatible hardware or devices necessary to access and use the Platform. Duet does not guarantee that the Platform, or any portion thereof, will function on any particular hardware or devices. In addition, the Platform may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.4.6 Unreasonable Behavior and Conditions.
Drivers and Shuttle Services may refuse service to Riders (and Riders may decline service from Drivers and Shuttle Services) for unreasonable behavior or conditions, including (a) animals that make the driver or other passengers uncomfortable, (b) luggage or objects that do not fit into the available seat space or trunk space, (c) food or beverages with odor or risk to make the drivers or other passengers uncomfortable, (d) shouting, playing loud music, loud phone ringtones or loud phone calls, and (e) illegal defamatory, abusive, obscene, profane, offensive, threatening, harassing, or sexually or racially offensive speech or behavior.4.7 Acceptable Use.
Duet reserves the right, in its discretion, to refuse or deny access to the Platform and Services to any person for any reason or no reason Duet may in its discretion immediately suspend any Services and any right to use the Platform at any time, including if:
Subject to your compliance with this Agreement and during the Term, Duet grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (a) access and use the Software on your personal device solely in connection with your use of the Services, and (b) access and use any Content, information and related materials that may be made available through the Platform, in each case solely for your personal, noncommercial use. Some Software used in the Platform may be offered under an open source license that Duet will make available to you. There may be provisions in the open source license that expressly override some of the terms of this Agreement. Any rights not expressly granted in this Agreement are reserved by Duet and Duet's licensors.6.2 Restrictions.
You may not (a) remove any copyright, trademark or other proprietary notices from any portion of the Platform, (b) reproduce, modify, prepare derivative works based on, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform except as expressly permitted by Duet, (c) decompile, reverse engineer or disassemble the Platform except as may be permitted by applicable Law, (d) link to, mirror or frame any portion of the Platform, (e) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Platform or unduly burdening or hindering the operation and/or functionality of any aspect of the Platform, or (f) attempt to gain unauthorized access to or impair any aspect of the Platform or its related systems or networks.6.3 Third Party Services and Content.
User agrees that any breach by User of this Section 6 is likely to cause irreparable injury for which Duet would have no adequate remedy at law. Therefore, in the event of such a breach or threatened breach and subject to Section 12.10(b), Duet will be entitled to seek injunctive relief, without limiting any other rights or remedies that may be available to it and User agrees to waive any requirement for the securing or posting of any bond in connection with any Duet efforts to seek injunctive relief in accordance with this Section 6.4. 6.5 Feedback.
You may choose or Duet may invite you to submit comments or ideas about the Platform and Services, including about how to improve the Platform and Services ("Feedback"). By submitting Feedback, you agree that your submissions are gratuitous, unsolicited and without restriction and will not place Duet under any fiduciary or other obligation, and that Duet is free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Duet does not waive any rights to use similar or related ideas previously known to Duet, or developed by its employees, or obtained from sources other than you.
Duet may, in Duet's sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Duet through the Platform Content related to the Services, initiation of support requests, and submission of entries for competitions and promotions ("User Content"). Any User Content provided by you remains your property. However, by providing User Content to Duet, you grant Duet a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner all User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Duet's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other Person.7.2 User Responsibility.
Duet reserves the right (but has no obligation except as required by Law) to remove, block, edit, move or disable User Content for any reason, including when Duet determines that User Content violates this Agreement. The decision to remove User Content at any time is in Duet's discretion. To the maximum extent permitted by Law, Duet does not assume any responsibility or liability for User Content or for removal of, User Content or any failure to or delay in removing, User Content or other Content. Duet has no liability for User's or any third party's violation of this Agreement, including this Section 7, or any third party's violation of Law or of any other agreement between that third party and Duet.7.4 Intellectual Property Rights.
Duet respects the Intellectual Property Rights of others. User must have the legal right to Upload User Content through the Platform. User may not Upload any User Content on the Platform that infringes the Intellectual Property Rights or any other rights of a third party nor may User Upload User Content in violation of Law or this Agreement. User may Upload only User Content that User is permitted to Upload by the owner or by Law. Duet may, without prior notice to User and in its discretion, remove User Content that Duet believes may infringe the Intellectual Property Rights or other rights of a third party.7.5 Take Down Procedure.
If any person believes that person's Intellectual Property Rights have been infringed by someone else on the Platform, that person may contact Duet by e-mailing the following information to email@example.com:
If you use the Platform to transmit User Content to other users of the Platform then, except as expressly communicated by you to the recipient in writing at the time of transmittal, you grant those recipients the right to use, copy, modify, display, perform, create derivative works from, and otherwise communicate and distribute the User Content transmitted on or through the Platform without further notice, attribution or compensation to you, subject to the recipient's obligations to Duet and under Law.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION 9 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, DUET'S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS SECTION 9.3 WILL HAVE NO EFFECT ON SECTION 10.
You will indemnify and hold Duet and its affiliates, vendors and suppliers and its and their respective officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with (a) your use of the Platform or Services or services obtained through your use of the Platform or Services, including any dispute between you and any other user of the Platform or Services or any Shuttle Service, (b) your breach or violation of this Agreement, (c) Duet's use of your User Content, or (d) your violation of the rights of any third party, including Drivers and Shuttle Services.
The term of this Agreement (the "Term") will begin on the date you accept this Agreement and will continue until it is terminated pursuant to its terms. Either party may terminate this Agreement at any time. Duet may terminate this Agreement by notice to you. You may terminate this Agreement by terminating your account using the process provided on the Platform for terminating a customer account. The provisions of the preamble and Sections 1, 3, 6, 7, and 9 - 12, as well as any other terms of this Agreement that expressly extend or by their nature should extend beyond termination or expiration of this Agreement, will survive and continue in full force and effect after any termination or expiration of this Agreement. Any license(s) granted to you under this Agreement will automatically terminate on termination or expiration of this Agreement. Once terminated, Duet may permanently delete your account and all the User Content associated with it. If you don't log in to your account for 12 or more months, we may treat your account as "inactive" and permanently delete the account and all the data associated with it.
User will not assign, transfer or delegate its rights or obligations under this Agreement to any third party without Duet's prior written consent. Duet may freely assign this Agreement or transfer any of its interest herein, including to any Duet affiliate, to a purchaser of all or substantially all of Duet's assets, and to a successor in interest of Duet as part of a corporate reorganization, consolidation or merger. This Agreement and each of the provisions hereof will inure to the benefit of and be binding on each party's successors, administrators and permitted assigns.12.2 Severability.
If any provision of this Agreement is determined by any court of competent jurisdiction to be invalid or unenforceable, that provision will be interpreted to the maximum extent to which it is valid and enforceable, all as determined by such court in such action, and the remaining provisions of this Agreement will, nevertheless, continue in full force and effect without being impaired or invalidated in any way.12.3 Entire Agreement; No Reliance.
Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that delay or failure is caused by fire, flood, explosion, war, terrorism, strike, embargo, governmental action or failure to act, the act of any civil or military authority, act of God, inability to secure material or transportation facilities, acts or omissions of carriers, power outages, computer failures, or by any other causes beyond its control whether or not similar to the foregoing.12.5 No Waiver.
The waiver, modification, or failure to insist by a party on any of the provisions of this Agreement will not void, waive, nor modify any of the other provisions nor be construed as a waiver or relinquishment of such party's right to performance in the future of any such provision.12.6 Relationship of the Parties.
The relationship of the parties under this Agreement is one of independent contractors, and no agency, partnership, employment, joint venture or similar relationship is created by this Agreement. Except as specifically authorized, neither party will have any authority to assume or create obligations on the other party's behalf, and neither party will take any action that has the effect of creating the appearance of its having such authority.12.7 Notices.
Any notice required or permitted under this Agreement will be given in writing by personal delivery, by USPS Priority Express Mail, by nationally recognized overnight delivery service (e.g. UPS), or e mail. Any notice will be deemed received on the earlier of the date of actual delivery or the date on which delivery is refused, regardless of whether the party has vacated the physical address or discontinued the e-mail address. The notice address and e-mail address for User will be the address and e-mail address on record with Duet as modified by User through the Platform from time to time. The notice address for Duet will be 2 North 1st St., 5th Floor, San Jose, CA 95113 and the e-mail address for Duet will be firstname.lastname@example.org, as reflected in this Agreement as modified form time to time, pursuant to its terms.12.8 Third Party Beneficiaries.
This Agreement does not and is not intended to confer any rights or remedies on any person or entity other than the parties.12.9 Amendment.
Duet may revise this Agreement from time to time and the most current version will always be posted on the Website. If a revision, in Duet's discretion, is material Duet may, but have no obligation to, notify User, including by postings to relevant Duet blogs. User is responsible for checking those pages regularly. By continuing to access or use the Platform and Services after revisions become effective, User agrees to be bound by the revised terms. If User does not agree to the new terms, User must cease using the Platform and Services and terminate User's account using the process provided on the Platform for terminating a customer account.12.10 Governing Law; Arbitration.
The following terms will be defined as set forth below for purposes of this Agreement:
"Confirmed Carpool" means a Carpool has been joined by at least one Rider and one Driver.
"Confirmed Carpool Partners" means the users who are scheduled to share the same Confirmed Carpool.
"Content" means software, technology, text, forum posts, chat posts, profiles, widgets, messages, links, emails, music, sound, graphics, pictures, video, code, and all audio visual or other material. Content includes User Content.
"Intellectual Property Rights" means all copyrights fixed in any medium now known or hereafter discovered, including copyrights in computer programs, pictorial works, audiovisual works, literary works, musical works, sound recordings, motion pictures and the like; patents, trademarks, trade names, trade secrets, design rights, design models, database rights and topography rights, all rights to bring an action for passing off, rights of privacy or publicity, and any other similar form of intellectual rights in intangible property or proprietary rights, statutory or otherwise, whether registered or not, and whether applied for or not, all rights to apply for protection in respect of any of the above rights and all other forms of protection of a similar nature or that relate to intangible property, ideas or expression, as they may exist anywhere in the world.
"Law" means any domestic or foreign, federal, state or local statute, law (including principles of common law), ordinance, rule, policy, guideline, permit, administrative interpretation, regulation, order, writ, injunction, legally binding directive, judgment, decree or other requirement of any governmental body.
"Open Carpool" means a Carpool request that is created by one user, but is still missing a Driver or a Rider.
"Person" means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or governmental body.
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In order for us to provide you with the services that may be of interest to you, we may ask you for certain categories of information about you (collectively, "Personal Information"), such as your first name, last name, email address, mobile number, profile picture, vehicle picture, addresses or location information related to your trips, commute, your commute schedule and preferences, as well as the dates and times that you would like to carpool with another user. The information that you submit or that we collect, that is not Personal Information, may include, but is not limited to, current location and time information, our own user-generated content such as ratings and reviews, browsing/searching/registration history information, your friend or contact list if you choose to connect your social network account, such as Facebook, with your Duet account, as well as the information that you provide to us in our website, Apple App Store, Android Play Store, our Facebook page, Twitter account, or our user surveys that are sent out periodically. We host user communication in the in-app chat feature of our mobile applications on our server.
Please be aware that we require that all users of Duet be at least 22 years old for our Carpool service or at least 18 years old for our Shuttle service.
We use the information collected to serve you in five primary ways – for Shuttle Service Rides, to direct the Shuttle Service's vehicle and driver to pick you up and drop you off at the locations that you prefer; for our carpool service, to help you find other users who are geographically close to you or share a part of your commute route, to match commute schedules, to contact the users that you would like to carpool with, and to communicate with other users to arrange a carpool.
We use your Personal Information that you submitted when signing up for an account to send you an activation code or link through text message for you to activate your account, as well as a welcome email for you to verify your account. We will communicate with you by email, phone, or text message to address your questions, provide our support to you, and keep you updated regarding our services.
We use the addresses or location information that you and other users submitted to construct a user community for each user. In addition, we will disclose certain parts of your Personal Information to other users in your community to help users arrange carpools among themselves, or Shuttle Services to pick you up and drop you off. The information that we disclose is your first name, the first initial of your last name, your profile photo and vehicle photo, your phone number, your commute locations and schedules as well as the verification confirmations you provide to us. When you either offer a ride to or request a ride from another user in Duet applications, we will send an email message and an in-app chat message in our mobile application on behalf of you to this user. The email will include basic information about you and your commute to help the recipient user evaluate whether he or she can carpool with you, and to allow the recipient user to respond to you with his or her decision. Your information in this email includes your first name, the first initial of your last name, profile photo, verification status, and the names of the cities of your two commute locations, your commute schedule and your suggested carpool date. The in-app chat message will include the carpool date that you select. By using the option of offering or requesting a ride in the Duet applications, you have given us your consent to share the aforementioned information of yours with the Duet user whom you select to carpool with.
We may review, scan, or analyze your communications with other users exchanged via our mobile applications for fraud prevention, risk assessment, regulatory compliance, investigation, product development, research and customer support purposes.
We will not review, scan, or analyze your communications for sending third-party marketing messages to you. We will also not sell these reviews or analyses of communications to third parties. We will also use automated methods to carry out these reviews or analyses where reasonably possible. However, from time to time we may have to manually review some communications. By using our mobile applications, you consent that the Company, in its sole discretion, may review, scan, analyze, and store your communications, whether done manually or through automated means.
We use your browsing, searching and registration history information for our own analytical purposes to help us better understand our users and improve our services.
You're responsible for maintaining the accuracy of the information that you submit to us, such as your contact information, photos, commute locations and schedules provided as part of account sign-up. We provide you with the ability to access your account and edit your information anytime in your account if your information changes.
We provide you with the opportunity to opt out of receiving communications from us. We also provide you with the option of canceling your account with us if you no longer desire to use our services. If you decide to cancel your account, please contact us through email@example.com.
We will retain the information that you submitted to us and that we collected from you for as long as your Duet account is active and as needed to provide you with services. Even after your account is cancelled, we will retain your information (including both personal and usage information) as needed to comply with our legal and regulatory obligations, to investigate or prevent fraud and other inappropriate activities, to enforce our agreements, and for other business reasons. After a period of time, your data may be anonymized and aggregated, and then may be held by us as long as we deem necessary for us to provide our services effectively, but our use of the anonymized data will be solely for analytical purposes.
We also will disclose your Personal Information if (a) we have a good faith belief that such disclosure is necessary to meet any applicable Law, detect, investigate and help prevent security, fraud or technical issues, or protect the rights, property or safety of the Company, our users, employees or others; and (b) as part of a corporate transaction, such as a transfer of assets to or an acquisition by or merger with another company.
The information we collect is securely stored within our database that is serviced by our preferred vendor such as Amazon Web Services ("AWS"). You can review AWS' security policy at https://aws.amazon.com/security. However, as effective as the security technology and approaches are, no security system is impenetrable. We recommend that you do not disclose your password to anyone.
If you have any questions about this privacy statement, the practices of the Company, or your dealings with the Company, you may contact us at firstname.lastname@example.org.
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Duet Fees, Reimbursements, Cancellation and No Show Policies (the "Policies") specify the conditions and associated fees and reimbursement of the carpools scheduled by using the Duet applications and services. These Policies do NOT replace Duet Terms of Service. Instead, they support and supplement the Duet Terms of Service. If you have any question regarding your fees, reimbursement, cancellation or no show status, please email us at email@example.com.
IMPORTANT NOTICE:The policies here are only applicable to the versions of the Duet mobile applications that are released on and after May 1, 2016. Please update your version of the mobile application in order to continue receiving the Duet services.
The same definitions can be found in our Terms of Service.
Open carpool means a carpool request that is created by one user, but is still missing a driver or a passenger.
Confirmed carpool means a carpool has at least two users with one of them offering to drive his or her personal vehicle for the carpool.
ETA means the Estimated Time of Arrival or the estimated time that the confirmed carpool is supposed to arrive at the scheduled dropoff location.
Duet charges a passenger member a carpool fee after he or she completes a confirmed carpool, and reimburses a driver member after he or she gives a passenger member a confirmed carpool ride. These carpool fees and reimbursements are determined individually based on a member's commute. You can find your estimated fee and reimbursement in your Duet mobile application, Menu > View Profile > Fee and Reimbursement. You are also shown your actual fee or reimbursement again at the time when you're confirming a carpool.
Your fee and reimbursement may vary from time to time, however once a carpool is confirmed, its fee or reimbursement is final.
Your reimbursements will be shown, together with your remaining, unused payment, as a total amount in your Duet balance. The Company does not pay out the balance without a request from the account owner. Please review the cashing out information in Section 4.
Carpooling is truly a team play! Partners are relying on each other for success. We would like to ask all our members to avoid cancelling if you can. We also implement some policies to manage the situation for all the parties when surprises strike.
IMPORTANT: ONLY the cancellations registered using the cancel buttons or features in the Duet mobile applications are considered official and used in the determination of the final status of a confirmed carpool. Cancellations done using other communication methods are not official and will not be considered in our determination of the final status of a confirmed carpool.
You can cancel your open carpools anytime free of charge.
If you need to cancel your confirmed carpool, you may be charged a fee depending on when you use the "Cancel my carpool" button in the Duet mobile application. Regardless of whether you are a driver member or a passenger member, if you cancel a confirmed carpool one (1) hour before the scheduled departure time, a $1 early cancellation fee will be charged to your account and no Duet point is issued to either party; if you cancel a confirmed carpool within the 1-hour window before the scheduled departure time, you will be charged 50% of the carpool fee of the cancelled confirmed carpool and no Duet point is issued to you; if you cancel a confirmed carpool at or after 10 minutes prior to the scheduled departure time, you will be considered as a No Show, and charged the entire amount (100%) of the carpool fee and no Duet point is issued to you. If you cancel more than three (3) confirmed carpools in a month, you will be blocked and won't schedule a ride for the next month and all your existing point balances will be reduced to zero. If you are blocked twice (2x), your account will be permanently blocked.
If your carpool partner cancels on you one (1) hour before the scheduled departure time, you will be reimbursed $1 less the Duet service fee. If your carpool partner cancels on you within the 1-hour window before the scheduled departure time, you will receive a Duet credit worth 50% of the carpool fee less the Duet service fee. If your carpool partner cancels on you at or after 10 minutes prior to the scheduled departure time or is in essence a No Show, you will receive a Duet credit worth 100% of the carpool fee less the Duet service fee.
Needless to say the behavior of No Show is extremely disappointing and rude too! At Duet, we are striving to build a trusted and caring community for our members. Therefore we implement some policies to handle the No Show situation and to prevent it from happening again or at all.
First of all, if you can't find your confirmed carpool partner at the scheduled pickup location and departure time, please send this member text messages in the app to inquire about his or her status. If you wait at the pickup location until 10 minutes after the scheduled departure time and still can't see or get a text message response from your carpool partner, you can make a No Show claim on this member in the app:
Duet will finalize the status of a confirmed carpool within 48 hours after its scheduled departure time. If your carpool partner is deemed by Duet as a No Show to you, then you will receive a Duet credit that is worth 100% of the carpool fee less the Duet service fee.
If you are a No Show for your carpool, you will be charged the entire amount (100%) of the carpool fee regardless of whether you're the driver member or the passenger member. If you are a No Show more than three (3) times in a month, you will be blocked and won't schedule a ride for the next month and all your existing point balances will be reduced to zero. If you are blocked twice (2x), your account will be permanently blocked.
As a Duet account owner, you can cash out your cash balance anytime. However a minimal amount of $5 and an increment of $5 will apply. Please note, only the cash received through the carpool transactions can be taken out. The credit received through promotion codes, etc. are not eligible for cash out. You will use the cash out feature in the Duet mobile applications to withdraw your balance. In addition, the Company reserves the right to deduct from its payment to you any fees charged by the financial institute of its choice that handles the payment, and is NOT responsible for any fees charged to you by the financial institute that you choose to receive the payment.
As a Duet account owner, you can redeem your point balance anytime. However a minimum and an increment may apply at Duet's discretion. The Company reserves its right to set these parameters as it sees appropriate. In addition, the Company reserves the right to change its point redemption policies anytime with or without notification. However, the new point redemption policies will be applied for the points earned on or after the date of policy change. The previous points can be still redeemed at the policies of their award time.