Legal

DUET TERMS OF SERVICE

(Last updated on January 21, 2020)

Thank you for using our service! These terms of use (the "Agreement") govern access to and use of the services offered from time to time of Dashboard Story, Inc. (hereinafter, "Duet"; "we" or "our"), provided through any software provided to you to access our services, including mobile applications (the "Applications"), updates or patches, utilities and tools or APIs and (the "Software") and our website (the "Website" and, collectively with the Software, the "Platform") to you ("User" or "you"), so please carefully read them before using the Platform and Services.

Duet's collection and use of personal information in connection with the Services is described in our Privacy Policy (the "Privacy Policy").

This Agreement, together with the Privacy Policy, as set forth from time to time at our Website and which are hereby incorporated into this Agreement by reference, establish the legal terms and conditions of the agreement between us governing your use and our provision of the Platform and Services.

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.

1. Definitions

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.

2. Services Provided by Duet.

2.1 Services.

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.

3. Charges and Reimbursements.

3.1 Riders.

(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 ride@duetinc.com, provided that Duet will deduct any payment processing fees incurred by Duet in making the redemption from the amount of the redemption.

4. User Obligations.

4.1 General User Eligibility.

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 ride@duetinc.com, 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.

1. (a) Using the Platform to encourage any illegal or abusive activities, or other activities that interfere with the business or activities of Duet;
2. (b) Attempting to bypass or break any security mechanism on any of the Platform or using the Platform in any other manner that poses a security or service risk to Duet or any of its users or suppliers;
3. (c) Reverse-engineering the Platform in order to find limitations, vulnerabilities, or evade filtering capabilities;
4. (d) Using the Platform in any manner that may subject Duet or any third party to liability, damages, or danger;
5. (e) Launching or facilitating, whether intentionally or unintentionally, a denial of service attack on any part of the Platform or any other conduct that adversely impacts the availability, reliability, or stability of the Platform;
6. (f) Using the Platform to transmit any material that contains viruses, trojan horses, worms or any other malicious, harmful, or deleterious programs or otherwise to harm or disrupt another Person's computer or to illegally access software or bypass security on websites, or servers;
7. (g) Engaging in any advertising or marketing of goods or services, including any activities that violate any anti-spam, data protection, or privacy Law;
8. (h) Using the Platform to harass, intimidate or threaten another Person, including unsolicited or unwanted communications of any kind;
9. (i) Using the Platform to harvest or otherwise collect information about others, including email addresses or phone numbers;
10. (j) Using the Platform to engage in or in connection with fraudulent activity;
11. (k) Violating or facilitating the violation of any Law, including Law regarding the transmission of data or software;
12. (l) Taking any action to participate in, encourage, or promote any activity prohibited under this Agreement;
13. (m) Using the Platform to transmit any material that infringes the Intellectual Property Rights or other rights of third parties;
14. (n) Using the Platform to transmit any material that is libelous, defamatory, discriminatory, obscene, indecent, or otherwise malicious or harmful to any person or entity;
15. (o) Creating a false identity or forged email address or header, or phone number, or otherwise attempting to mislead others as to the identity of the sender or the origin of a message or phone call;
16. (p) Reselling, renting, redistributing or otherwise marketing the Platform or Services; or
17. (q) Using the Platform, or any component of the Platform, in any manner not authorized by Duet.

5. Denial and Suspension of Services.

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:

1. (a) Duet believes that User has breached this Agreement;
2. (b) Duet is obligated or believes itself obligated to suspend any Services to comply with applicable Law, including any order, instruction, requirement, directive or request of any governmental body;
3. (c) Duet believes that continuing to supply the Platform or Services to User may cause damage or harm to Duet's relationship with any governmental body, business partner or other third party related to the Platform or Services;
4. (d) applicable Law or a regulatory action or lawsuit prohibits, impairs or makes impractical the provision of the Platform or Services;
5. (e) a third-party supplier on whose services the provision of Platform or Services is dependent suspends its provision of those services to Duet;
6. (f) the Platform or Services are being used in a manner that Duet believes or has been notified may otherwise create liability or may be fraudulent or illegal; or
7. (g) User or any third party has accessed the Platform or Services in violation of Section 4, or there has otherwise been unauthorized use of User's Access Credentials.

6. Intellectual Property Rights; Data.

6.1 License.

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.

The Platform and Services may be made available or accessed in connection with third party services and Content (including advertising) that Duet does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and Content. Duet does not endorse such third party services and Content and in no event will Duet be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc. or Google, Inc. will be a third-party beneficiary to this contract if you access the Platform or Services using Applications developed for Apple iOS or Android-powered mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Platform or Services in any manner. Your access to the Platform or Services using these devices is subject to terms set forth in the applicable third party beneficiary's terms of service.

6.4 Injunctive Relief.

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.

7. Contributing User Content to Services.

7.1 License to Duet.

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.

1. (a) Duet does not pre-screen all User Content and does not endorse or approve any User Content that User and other users may contribute to the Platform. You are solely responsible for your User Content and may be held liable for User Content that you post. You bear the entire risk of the completeness, accuracy and/or usefulness of User Content found on the Platform.
2. (b) You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Duet the license to the User Content as set forth above, and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor Duet's use of the User Content as permitted in this Agreement will infringe, misappropriate or violate a third party's Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable Law.
3. (c) You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Duet in its sole discretion, whether or not that material may be protected by Law.

7.3 Treatment of User Content.

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 ride@duetinc.com:

1. (a) a description of the Intellectual Property Rights and an explanation as to how they have been infringed;
2. (b) a description of where the infringing material is located;
3. (c) the complaining person's address, phone number and email address;
4. (d) a statement by the complaining person, made under penalty of perjury, that (i) the complaining person has a good-faith belief that the disputed use of material in which that person owns Intellectual Property Rights is not authorized, and (ii) the information provided is accurate, correct, and that the complaining person is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
5. (e) a physical or electronic signature of the person authorized to act on behalf of the owner of the exclusive right that has allegedly been infringed.

7.6 User Content License Grant to Other Users.

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.

8. Text Messaging and Telephone Calls.

You agree that Duet may contact you by telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with your account, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any property, goods or services. You also understand that you may opt out of receiving text messages from Duet at any time, either by texting back the word "STOP" using the mobile device that is receiving the messages, or by contacting ride@duetinc.com. If you do not choose to opt out, Duet may contact you as outlined in the Privacy Policy.

9. Disclaimers; Limitation of Liability; Indemnity.

9.1 DISCLAIMER.

1. (a) THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." DUET DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, DUET MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. DUET DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF DRIVERS OR SHUTTLE SERVICES. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE REQUESTED IN CONNECTION WITH THE SERVICES, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
2. (b) THE PLATFORM IS AVAILABLE ON MOBILE DEVICES. DO NOT USE THE PLATFORM IN A WAY THAT DISTRACTS YOU OR PREVENTS YOU FROM OBEYING TRAFFIC OR SAFETY LAWS.
3. (c) ALTHOUGH DUET MAY IN SOME INSTANCES ATTEMPT TO VERIFY CERTAIN INFORMATION PROVIDED BY DRIVERS, DUET HAS NO OBLIGATION TO DO SO AND MAKES NO REPRESENTATIONS REGARDING THE ACCURACY OF SUCH VERIFICATION. YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING ON DUET AND THAT IT IS YOUR RESPONSIBILITY TO VERIFY THE IDENTITY, QUALIFICATIONS AND STATUS OF A DRIVER.

9.2 LIMITATION OF LIABILITY.

1. (a) DUET WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF DUET, EVEN IF DUET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. (b) DUET WILL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES, OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY DRIVER OR SHUTTLE SERVICE, EVEN IF DUET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DUET WILL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND DUET'S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT DRIVERS PROVIDING TRANSPORTATION SERVICES REQUESTED THROUGH THE SERVICES MAY OFFER RIDESHARING OR PEER-TO-PEER TRANSPORTATION SERVICES AND MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED.
3. (c) THE SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION WITH DRIVERS AND SHUTTLE SERVICES, BUT YOU AGREE THAT DUET HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION SERVICES PROVIDED TO YOU BY DRIVERS OR SHUTTLE SERVICES OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT.

9.3 LIMITATIONS UNDER APPLICABLE 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.

10. Indemnity.

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.

11. Term and Termination.

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.

12. Miscellaneous.

12.1 Assignment.

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.

This Agreement, including the Privacy Policy, constitutes the entire agreement and understanding between the parties with respect to its subject matter, and this Agreement merges and supersedes all prior agreements, discussions and writings with respect to its subject matter. Each party represents that it has not relied on any representations made by the other party or its representatives or on any descriptions, illustrations or specifications contained in any physical or digital text including websites, proposals, catalogues or other publicity material. Each party has relied only on the express terms of this Agreement, and not on any representations of the other party not set forth in this Agreement, nor on any other documents or materials of the other party not expressly made a part of this Agreement.

12.4 Force Majeure.

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 ride@duetinc.com, 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.

1. (a) The validity and enforceability of this Agreement, and all claims or causes of action (whether in contract, tort, statute or otherwise) that may be based on, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based on, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), will be governed by, construed in accordance with, and enforced in accordance with, the domestic internal laws of the state of California, including its statutes of limitations, but without regard for conflicts of law principles.
2. (b) Binding, confidential arbitration pursuant to this Section 12.10(b) will be the only remedy for any dispute or claim of any kind, including third-party claims arising under, concerning, or relating to this Agreement, its interpretation, its validity (including any claim that all or any part of this Agreement is void or voidable), its termination, or its subject matter, whether sounding in contract, tort, equity, statutory law, administrative regulation or otherwise (a "Legal Claim"). Any Legal Claim, will be resolved in a confidential expedited arbitration administered by the JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (a copy of which can be found here: https://www.jamsadr.com/rules-comprehensive-arbitration) (the "Rules") then in effect. For purposes of clarification, the parties understand and agree that (a) Section 12.10(a) will apply to any arbitration under this Section 12.10(b), both as to the governing law to be applied by the Arbitrator to the Legal Claim and as to the law governing the arbitration and the interpretation of this Section 12.10(b), and (b) the Federal Arbitration Act, 9 U.S.C. §§ 1-16, will also apply to any arbitration under this Section 12.10(b) by virtue of Article VI, Clause 2 to the United States Constitution. Any Legal Claim submitted to arbitration will be decided by a single, neutral arbitrator (the "Arbitrator") mutually agreed by the parties or, if they cannot agree within 15 business days of the commencement of arbitration, in accordance with the Rules. The Arbitrator must be qualified as a California attorney who has at least ten years of prior combined professional experience either as a judge or in private practice as a business or commercial litigator. Any arbitration hearings or conferences pursuant to this Section 12.10(b) will be conducted exclusively by means of conference telephone or other communications technology, as reasonably determined by the Arbitrator, by means of which all persons participating in those hearings or conferences can hear each other, and neither the parties, the Arbitrator or any attorneys, witnesses or other representatives of the parties will be required to be physically present in any particular place for purposes of any hearing or conference unless the Arbitrator determines that a physical hearing is necessary to effectively arbitrate the Legal Claim, in which case that physical hearing will be in a location selected by the Arbitrator to be reasonably convenient to the parties and the Arbitrator. The Arbitrator will have the exclusive power to adjudicate the alleged breach, enforcement, interpretation or validity of this Agreement, including as to the scope or applicability of this Section 12.10(b). Discovery within an arbitration pursuant to this Section 12.10(b) will be limited as reasonable or necessary by the Arbitrator. If there is more than one Legal Claim between the parties, all such Legal Claims may be heard in a single arbitration under this Section 12.10(b). Except to the extent required by applicable Law that cannot be waived or modified by this Agreement, Legal Claims under this Agreement may not be consolidated into a single arbitration proceeding with disputes between Duet and other persons, even if those Legal Claims are governed by an arbitration proceeding similar or identical to this Section 12.10(b) and even those other persons are similarly situated and their disputes are similar or identical in the nature to a Legal Claims under this Agreement. All JAMS fees and costs will be borne equally by the parties, except that in rendering the award, the Arbitrator will allocate and award an appropriate share of the prevailing party's reasonable attorneys' fees and costs, to the losing party. Judgment on any arbitration award may be entered and enforced by any court of competent jurisdiction. This Section 12.10(b) will not preclude a party from seeking emergency injunctive relief from courts of appropriate jurisdiction as to any rights or obligations under this Agreement requiring such emergency injunctive relief, provided that the Legal Claim will thereafter be resolved exclusively by arbitration under this Section 12.10(b). EACH PARTY EXPRESSLY AGREES AND UNDERSTANDS THAT BY AGREEING TO ARBITRATION, IT IS WAIVING THE RIGHT TO A JURY TRIAL OR TO A CIVIL ADMINISTRATIVE TRIBUNAL.

12.10 Definitions.

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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