Terms and conditions for customers
Terms and conditions for customers
Vay Agreement
Introduction
Vay Technology, Inc. and its subsidiaries (collectively, “Vay”, “we”, or “us”), provide an online car sharing platform that connects Vay vehicles with users seeking to utilize those vehicles. Vay is accessible online including at Vay.io and as an application for mobile smart devices. The Vay websites, blog, mobile applications, and associated services are collectively referred to as “the Services”. By accessing or using the Services, including by communicating with us, you agree to comply with, and be legally bound by, the provisions of these Terms of Service (these “Terms”), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Services and constitute a binding legal agreement between you and Vay. These Terms, together with the Vay privacy policy, nondiscrimination policy, fare policy, applicable insurance terms and certificates, pricing structures, and the additional policies (together, the “Policies”) constitute the “Agreement” between you and Vay (each a “Party” and together, “the Parties”). Modification. Vay reserves the right, at its sole discretion, to modify the Services or to modify the Agreement, including these Terms, at any time. If we modify these Terms, we will post the modification on the Services and communicate with registered users by the email on each user’s profile. We will also update the “Last Revised” date at the top of these Terms. If you continue to access or use the Services after we have posted a modification or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified terms. If the modified terms are not acceptable to you, your sole recourse is to stop using and accessing the Services and close your Vay Account. If you choose to close your Vay Account, the previous effective version of these Terms will apply to you. If you use the Services after the Terms have posted, the new version of these Terms will apply to you. Modification. Vay reserves the right, at its sole discretion, to modify the Services or to modify the Agreement, including these Terms, at any time. If we modify these Terms, we will post the modification on the Services and communicate with registered users by the email on each user’s profile. We will also update the “Last Revised” date at the top of these Terms. If you continue to access or use the Services after we have posted a modification or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified terms. If the modified terms are not acceptable to you, your sole recourse is to stop using and accessing the Services and close your Vay Account. If you choose to close your Vay Account, the previous effective version of these Terms will apply to you. If you use the Services after the Terms have posted, the new version of these Terms will apply to you.1. Defined Terms
The following definitions apply in this Agreement: a. “User” or “you”: The person applying to register or registered on Vay’s website(s) or mobile app(s) as the User, who is responsible for all fees, charges, and other associated costs, including application fees, Usership fees, driving charges, etc. b. “Agreement”: This Vay Agreement and its Schedules, whether made available in print or electronically through Vay’s websites or mobile apps. The Schedules are an integral part of this Agreement. c. “Vay Services”: Any services provided by Vay to a User. d. “Vay Vehicles”: Any vehicles owned by Vay, or can be legally used by Vay to provide Vay Services. e. “Connected Vehicle Data” means data generated by a vehicles equipped with internet connectivity and onboard sensors. It is used for a wide range of applications across traffic management, safety and insurance. f. “Connected Vehicle Equipment” means the hardware and software components that enable vehicles to communicate and exchange information with other vehicles, infrastructure, and cloud-based services. g. “Rules”: All the rules, guidelines or policies of Vay related to a User' use of the Vay Service, whether set forth in this Agreement, appearing elsewhere on Vay’s websites or otherwise issued from time to time by Vay, including specifically and without limitation those set forth in Schedule 1: Rules for Vehicle Use. h. “Schedules”: All the schedules, rate plans and policies referenced in or incorporated into this Agreement.2. Vay’s Services
2.1 This Agreement is a vehicle-sharing service contract offered by Vay Technology, Inc. or one of its affiliated companies (“Vay”, “us”, or “we”). A User may only use Vay’s vehicles, to the extent available, in accordance with the terms of this Agreement and subject to paying all applicable fees and charges. 2.2 Vay is the owner of any item it provides to the User or puts at the User's disposal during the term of this Agreement, including, specifically and without limitation, all Vay Vehicles, mobile and/or web-based applications. Any and all of the User's rights to use or in relation to any Vay Vehicle or other item or services provided by Vay under this Agreement are limited to those expressly stated in this Agreement.3. User Eligibility
3.1 To be eligible to become a User, you must complete the User sign up process (“Sign Up Process”), which may be completed through our mobile app or website. We may update the Sign Up Process from time to time, including as part of our efforts to improve the Vay Services and to better protect the Users. In addition, you are required to meet and maintain all of the following criteria (“Eligibility Criteria”) to become and remain a User and to use the Vay Services:1. be at least 21 years of age;
2. hold a valid payment credit card;
3. hold a valid driver’s license
i. issued by a state in the United States, which license is not suspended, revoked, expired, surrendered, withdrawn, and that is not otherwise invalid for any reason, and which license authorizes the User to drive in the jurisdictions in which the User will use Vay Vehicles and have a driving history that meets Vay’s then current eligibility requirements, which may change from time to time; or
ii. from your home country which license is not suspended, revoked, expired, surrendered, withdrawn, and that is not otherwise invalid for any reason, and which license authorizes the User to drive in the jurisdictions in which the User will use Vay Vehicles and have a driving history that meets Vay’s then current eligibility requirements, which may change from time to time; and
4. accurately, truthfully and fully complete the application process with Vay and deliver all information and documents requested in the application or otherwise.
3.2 We will endeavor to respond to your sign up request promptly. You understand that you will not automatically become a User upon your completion of the Sign Up Process and/or your satisfaction of the Eligibility Criteria. We may or may not approve your Sign Up Process at our sole discretion. You will be notified if your Sign Up Process is approved. We may also revoke your Usership at any time in Vay’s sole discretion without providing details as to why your sign up process was unsuccessful. 3.3 Satisfying the foregoing criteria or completing the Sign Up Process does not automatically give an applicant the right to utilize Vay’s Services. Acceptance of the sign up is subject to approval by Vay in its sole discretion. In addition, even if approved, a User may be restricted from driving certain Vay Vehicles at Vay’s sole discretion, or reasons including, but not limited to, the User's driving or User history or Vay’s service offerings. 3.4 In order to facilitate providing Vay Services, all applicants will be asked to provide the following items as part of their Sign Up Process and periodically thereafter:1. A picture of yourself; and
2. A picture of your current and valid driver’s license (front and back).
You consent to Vay using this information, and providing it to its affiliates, to allow Vay to provide and facilitate Vay Services, including to verify the accuracy of any personal information you submit to Vay and to help prevent fraud, and for marketing purposes.3. User Responsibilities
4.1 The User agrees to pay Vay all applicable driving record/insurance verification, application, Usership and similar fees associated with the User's driving/Usership plan. Such fees (if applicable) are not refundable, regardless of whether or not the application is accepted by Vay or a User's Usership terminates and new verification/application fees may be payable if a new Sign Up Process is resubmitted more than thirty (30) days after a User's account with Vay is closed. Certain restrictions apply. If at any time you wish to delete your Vay account, please do so using our website or mobile app or by emailing us at [email protected]. Please be advised that we may retain certain pieces of data in order to comply with regulatory and/or legal obligations such as ongoing litigation, an incident that may result in a claim and/or litigation, and/or citations from law enforcement.
4.2 The User is required to pay all fees and costs incurred when due. This includes, without limitation, driving charges such as tolls, parking citation fees, moving infractions, sales and other taxes and levies, and other costs and fees as may be detailed by Vay, whether in the Rules, Schedules, or the User's account. Users are billed for amounts due via credit or other means as established by Vay.
If payment of any amount due is rejected by the credit card provided by the Member, the User's ability to use the Vay Services may be suspended. Users are responsible for providing and maintaining current credit card information on file with Vay. Issues with credit card billings may result in deactivation of User’s account. Vay shall not, under any circumstances, be responsible for any overdraft or other fees charged by a User's credit card company or bank. For past due accounts, Vay may also change when payment is due and/or terminate the User's account. Vay may utilize third parties to collect amounts owed to Vay by a User and the User will also be responsible for any collection or similar fees associated with these collection activities.
4.3 Users are responsible for providing and maintaining current email, mobile phone, preferred search address, billing address, and other account information on file with Vay. Telephone calls, text messages, email correspondence, and social media communications with Vay may be recorded or monitored. By using these communication methods, you are consenting to the recording or monitoring of such communications with Vay.
4.4 Fines, Penalties, and Other Administrative Charges. The Users are solely responsible for the consequences of traffic offenses and violations, criminal activities, intentional and/or tortious behaviors, parking violations (including in privately operated parking facilities) that occur in connection with their use of a Vay Vehicle and each User agrees to pay, when due, all penalties, fines, towing costs and other charges arising from these offenses, activities or violations. If, for any reason, Vay is required or decides to pay on behalf of any User, each such User agrees to pay Vay, upon demand, and the relevant User's account will be charged for all penalties, fines, towing costs, or other similar charges, as well as any applicable processing fees.
Connected Vehicle Data Processing; Privacy Policy as Part of Agreement.
4.5.1 Privacy Policy Integrated into Agreement. By entering into this Agreement, you agree that you have read and agree to the terms of Vay's Privacy Policy, which is incorporated into this Agreement by reference.
4.5.1 Privacy Policy Integrated into Agreement. By entering into this Agreement, you agree that you have read and agree to the terms of Vay's Privacy Policy, which is incorporated into this Agreement by reference.
4.5.2 Connected Vehicle Equipment. Certain Vay Vehicles include equipment to monitor the vehicle’s performance and operation, condition, electric usage, location and distance traveled, in addition to other information (the “Connected Vehicle Data”). Such equipment may transmit Connected Vehicle Data to Vay, Vay's third-party providers, and/or the vehicle manufacturer. Certain of these communications may always be activated and Vay cannot guarantee that a vehicle without these features will be available.
4.5.3 Data Processing. We may use a third party to process the Connected Vehicle Data on our behalf. We do not provide third-party processors with your personal information unless doing so is authorized by you, such processing is necessary to provide our services to you, or as required by law. If the Connected Vehicle Equipment was installed by the vehicle manufacturer, the manufacturer will process the Connected Vehicle Data in accordance with its privacy notice. We may enter into agreements with car manufacturers to receive some or all of the Connected Vehicle Data collected by these devices, consistent with the terms of our Privacy Policy. Please see Vay's Privacy Policy, which is integrated into this Agreement, for full details regarding Vay's data processing practices.
4.5.4 Other Uses of Connected Vehicle Data. Where Connected Vehicle Equipment is used to collect Connected Vehicle Data, where and to the extent permitted by law, we use such equipment and Connected Vehicle Data for purposes that include the following: (a) to provide our services to you, e.g., functions such as remote locking and transmitting vehicle data such as location and mileage; (b) to start, end, or otherwise manage your trip; (c) to assess how our cars are being used; (d) to optimize our services; (e) to address liability or damage claims; (f) to provide roadside assistance services; (g) to assist in the recovery of vehicles that we reasonably believe may be lost or stolen; (h) to develop new products and services; (i) to enhance our existing products and services; (j) to respond to valid requests from authorities, such as law enforcement or regulators; (k) as necessary to defend, protect or enforce our rights or those of third parties; (l) when we have a good faith belief that there is an emergency posing a safety threat; (m) in circumstances in which we reasonably believe our cars are being or have been used in violation of law or in the commission of a crime; and (n) to comply with applicable laws. Please see Vay's Privacy Policy, which is integrated into this Agreement, for full details regarding Vay's data processing practices.
4.6 Vay Users Account
4.6.1 You agree to take all necessary and appropriate steps to prevent unauthorized access to your account and to immediately notify us at [email protected] if you suspect or experience any unauthorized access of your account. You are solely responsible for your account, including all associated charges and fees, even if incurred by others with or without your permission or knowledge, to the extent these charges occur before you notify us of such unauthorized access. In order to maintain the security of your account, we may require that you update your account password, username, PIN, pictures of your driver's license, and picture of yourself from time to time.
4.6.2 With respect to data and materials that you provide to us in connection with your Account (including any personal information) (collectively, “User Data”), you represent and warrant that such User Data is complete and accurate to the best of your knowledge.
The collection and use of your User Data will be governed by our Privacy Policy. Without regard to our Privacy Policy, you agree that we may use any User Data you provide to us (i) to provide you with Vay Services, and (ii) to operate, grow and protect our business. We may share your User Data with any third-party vendors that we use in connection with the Vay Services (“Third-Party Service Providers”) to provide you with Vay Services and any other purposes disclosed in our Privacy Policy.
You further consent to us using your User Data, including your telephone number and email address, to provide you with marketing communications about Vay Services in accordance with the terms of our then-current Privacy Policy.
5. Damages
5.1 A User is financially responsible for any and all damages that occur to a Vay Vehicle while in the User's possession or control (including the entire time the vehicle is reserved under the User's account) for which there is no applicable insurance coverage. Vay maintains insurance on behalf of the User in compliance with State Minimum Financial Responsibility Laws. In Nevada, comprehensive collision coverage and underinsured/uninsured motorist coverage is waived. See Section 6 of these Terms & Conditions for more information.
5.3 Vay provides third party liability as described in Section 6 below. If, however, a User fails to abide by the terms and conditions of this Agreement, including providing all reasonable assistance to Vay in the event of any incident, the third party liability Vay provides may not apply, which may make the User responsible for the full cost of any accident or incident and any damage arising from such accident or incident. For example, a User who has violated the User contract will be responsible for all damage and costs incurred as a result of an incident during a reservation under the User's account.
6. Insurance1
6.1 Except where required by law to be primary or excess, any third party liability protection provided by Vay shall be secondary to, and not in excess of, any applicable insurance available to you, or any other driver, from any other source, whether primary, excess, secondary, or contingent in any way. Any such third party liability protection afforded will only be up to the minimum financial responsibility limits required by the law of the jurisdiction in which the accident occurs. The limit for bodily injury sustained by any one person includes any claim for loss of that person’s consortium or services. If this third party liability protection is extended by operation of law to anyone not permitted by this agreement to drive the car, or to any person or instance where coverage is not intended to be afforded by this agreement, the financial responsibility limits of the jurisdiction in which the accident occurs will apply.
6.2 You agree that Vay can provide coverage under any insurance policy as chosen by Vay. You understand that unless required by applicable law, Vay will not provide: (a) coverage for fines, penalties, punitive or exemplary damages; (b) coverage for bodily injury to you, or your death while not a driver; (c) defense against any claim, unless Vay is required to provide primary protection, but in such event not after the applicable limits of protection that we furnish are tendered; or (d) supplementary no fault, non-compulsory uninsured or under-insured motorist coverage, and any other optional or rejectable coverage, and you and Vay reject all such coverages to the extent permitted by law. Where any of these coverages are required or implied by law, the limits shall be the minimum required under applicable statute.
6.3 Where permitted by law, you are rejecting uninsured or underinsured motorist and all optional automobile insurance coverages and under any policy of insurance or certificate of self-insurance in connection with this agreement, for you and all other passengers in the car, and each User agrees that Vay is hereby authorized to sign any forms or acknowledgements on behalf of each User rejecting such coverage. You understand that uninsured and underinsured motorist coverage protects you and other passengers in a car for losses and damages suffered if injury is caused by the negligence of a driver who does not have any insurance or has insufficient insurance to pay for losses and damages.
6.4 Where required by law, we provide Personal Injury Protection (PIP), or “no-fault” coverage, to the minimum level required by the jurisdiction in which the accident occurs, for injuries you may suffer in an accident. Users may also use their own health care coverage in case of injury and any personal injury coverage that the User has available will be primary over any PIP or no-fault coverage Vay may provide where allowed by law. If any such protection described above is imposed by operation of law, then the limits of such protection will be the minimum required for protection by the law of the jurisdiction in which the accident occurs. No coverage is provided for any use of a Vay Vehicle by any unauthorized driver as defined by the terms of this Agreement; provided, however, if such coverage is mandated by law, then the limits of such protection will be the minimum financial responsibility limits required by law in the jurisdiction where the accident occurs.
6.5 The third party liability provided by Vay does not relieve Users of their obligations with respect to any applicable deductibles as outlined in the relevant insurance policy.
6.6 For clarification, any third party liability coverage provided under this Agreement only applies when a User is in compliance with the terms and conditions of this Agreement, including providing all reasonable assistance to Vay in the event of any incident.
6.7 You acknowledge that there is no insurance coverage for yourself or any of your passengers (bodily injury, property damage, or otherwise) for any criminal, intentional, and/or tortious acts you and/or your passengers commit while using a Vay Vehicle.
7. Term; Termination
7.1 This Agreement shall commence upon the acceptance by Vay of the User's completed Sign Up Process including the addition of a valid method of payment. The term of this Agreement shall continue until such time as User has a valid account including, but not limited to, a valid driver’s license and method of payment. If a User’s driver’s license or method of payment expires or otherwise becomes invalid, Vay reserves the right to deactivate the User’s account until such time as valid documents are uploaded. In addition to the termination provisions set forth in Section 7.2 below, Vay may terminate this Agreement at any time without notice to the User. With respect to any termination or cancellation of this Agreement, the User shall remain responsible for any fees, costs, fines, or expenses incurred prior to termination of this Agreement.
7.2 Vay may also, upon notice to the User, immediately terminate this Agreement if the User: (a) fails to pay any sum due under this Agreement; (b) fails to comply with any term or condition specified in the Agreement or any Rules; (c) is involved in an incident with a Vay Vehicle that, in Vay’s reasonable sole discretion, renders the User ineligible or inappropriate for continued use of Vay Services; (d) engages in any activities or conduct that Vay, in its reasonable sole discretion, determines to be inappropriate, negligent, offensive, abusive or otherwise unacceptable; (e) no longer meets any of the Eligibility Criteria; (f) does not inform us immediately of any of the following events:
a. The User's driver’s license has been suspended, revoked, expired, surrendered, withdrawn, lost or is no longer valid for any other reason;
b. The User is involved in an accident or other incident while driving a motor vehicle;
c. The User is convicted of reckless driving, driving under the influence, driving while intoxicated or impaired, failure to report an accident or leaving the scene of an accident, for possession of a stolen vehicle, unauthorized use of a vehicle, the use of a vehicle in the commission of a crime, or any similar offenses;
d. The User committed any other driving violation, received any other citation, or received any other endorsement to the User's driving record;
e. The User's address or contact information (including email address and mobile phone number) changes; or
f. The User's payment card information changes;
or (g) is not paying the User's debts as such debts generally become due, becomes insolvent, files or has filed against the User a petition (or other document) under any bankruptcy or insolvency law or similar law that is unresolved within sixty (60) days of the filing of such petition (or document), proposes any dissolution, liquidation, composition, financial reorganization or recapitalization with creditors, makes a general assignment or trust mortgage for the benefit of creditors, or if a receiver, trustee, custodian or similar agent is appointed or takes possession of any of the User's property or business. No fees, fines, costs, or expenses will be refunded in the event of termination pursuant to this Section 7.2.
7.3 Upon termination, all of the User's rights to use Vay Services and Vay Vehicles shall immediately terminate. Additionally, the User shall be responsible for and agrees to pay any legal fees, court costs or expenses associated with enforcing the terms of this Agreement, whether upon termination or otherwise (including, without limitation, any costs relating to recovering any of the foregoing property or any amounts due and owing to Vay).
7.4 Suspension. In case of a deactivation, we may later decide to either reinstate or terminate your User account as we consider appropriate. If we choose to reinstate your Account, you may be required to provide us with additional information, which may include confirmation that you meet the Eligibility Criteria.
8. Disclaimer of All Warranties
YOU UNDERSTAND THAT WE DO NOT ROUTINELY INSPECT VEHICLES AFTER EACH RENTAL. ACCORDINGLY, FOR YOUR AND YOUR PASSENGERS’ SAFETY, YOU ARE REQUIRED TO INSPECT EACH VEHICLE BEFORE COMMENCING A TRIP. WE ARE NOT RESPONSIBLE FOR ANY LOST, DAMAGED OR STOLEN PERSONAL BELONGINGS LEFT IN OR ON A VEHICLE AT ANY TIME. WE RELY ON VAY USERS TO KEEP THE VEHICLES CLEAN FOR THE NEXT VAY USER’S USE. THE VAY SERVICES ARE PROVIDED “AS-IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR THIRD-PARTY SERVICE PROVIDERS THAT WE ENGAGE TO PROVIDE YOU WITH THE VAY SERVICES MAKE NO WARRANTIES AND SPECIFICALLY DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES, AND MAKE NO REPRESENTATIONS, WITH RESPECT TO OR AVAILABILITY, PERFORMANCE, OR RELIABILITY OF THE MOBILE APP, THE VAY SERVICES, INCLUDING THE VAY VEHICLES, OR THE WEBSITE.9. Limitations of Liability; Indemnification
9.1 UNDER NO CIRCUMSTANCES WILL VAY BE LIABLE TO ANY USER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFIT, REVENUE, GOODWILL, BUSINESS OPPORTUNITY OR ANTICIPATED SAVINGS, ARISING FROM OR RELATED TO THIS AGREEMENT OR USE OF THE VAY SERVICES. Without limiting the foregoing, Vay shall have no liability for any loss of, or damage to, any goods in or on the vehicle- or in or on any third party vehicle, any loss, damage, injury or death in relation to any User or any third party arising from the use of a Vay Vehicle, loss or damage incurred by the User as a result of any claims made by a third party, or loss or damage incurred by the User arising from or in relation to either (i) the reservation, non-availability, supply, operation or use of a Vay Vehicle or (ii) any vehicle accessories, whether supplied by Vay or by a User (for example, luggage racks, bicycle racks, baby seats and the like; the User is responsible for the safe installation of such accessories and must check the condition of such accessories before each use), unless in each case such loss or damage is incurred due to our gross negligence or failure to carry out our responsibility as listed in the Agreement. IN NO EVENT SHALL VAY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING THE GREATER OF EITHER (a) THE AMOUNTS PAID BY YOU TO US IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY OR (b) ONE HUNDRED DOLLARS ($100), THE PAYMENT OR REPAYMENT OF WHICH SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN VAY AND YOU.
9.2 Without restricting the other remedies available to Vay, and to the fullest extent permitted by law, you shall defend, indemnify, and hold harmless Vay, its affiliated companies (such as parent companies and subsidiaries), partners, agents, third-party service providers and successors-in-interest (the “Indemnified Parties”) from all losses, liabilities, damages, injuries, claims, demands, costs, attorneys’ fees, and other expenses incurred by the Indemnified Parties in any manner arising from or in connection with: (i) your use of and access to the Vay Services, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement; (iii) your violation of any third-party right, including, without limitation, any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any law, rule, or regulation of the United States or any other country; or (v) any other party’s access and use of the Vay Services with your unique username, password, or other appropriate security code.
9.3 Contractual Statute of Limitations. You may not institute any action in any form arising out of this Agreement more than two (2) years after the cause of action has arisen, or in the case of nonpayment, more than two (2) years from the termination of the Agreement, whichever is earlier.
10. Disputes; Arbitration and Class Action Waiver
You agree that in case of any dispute arising from or in connection with the Agreement, you and Vay will first endeavor to resolve through good faith negotiations. If a dispute cannot be resolved through good faith negotiations within forty-five (45) days after a claim has been notified to the other party, then the parties agree to submit the dispute to binding arbitration. YOU AND VAY ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO VAY SERVICES OR THE AGREEMENT, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. Any arbitration shall be conducted in Las Vegas, Nevada. The arbitration will be conducted under the Federal Arbitration Act (FAA) in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. If the parties cannot agree upon the selection of an arbitrator, each party shall designate one arbitrator, and then those two arbitrators shall select a third arbitrator that shall act as the arbitrator of the parties’ dispute. The parties agree that a court of competent jurisdiction may render judgment on and enforce any arbitration award. The cost of any arbitration shall be borne evenly by the parties and each party shall bear its own attorneys’ fees and other expenses in resolving any dispute related to the Agreement. You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR VAY WILL BE ENTITLED TO JOIN, CONSOLIDATE, OR COORDINATE CLAIMS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS USER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced. Without regard to the foregoing, individual claims filed in a small claims court are exempt from the subsections of this Section 10 above, as long as the matter remains in small claims court.11. Promotional Terms
For First Trip $1 promotion, any referral program, and/or any other promotion by Vay, see Promotional Program Terms. All promotions and referrals are subject to availability and may be discontinued at any time without notice. Any promotion, incentive program, and/or referral is not intended to be an inducement to participate in any illegal or unethical activity. Participation in any promotion, incentive program, and/or referral does not guarantee any financial or other benefits. Vay is not responsible for any damages or losses incurred as a result of participation in any promotion, incentive program, and/or referral.12. Miscellaneous Terms
12.1 You are strictly prohibited from
i. Decompiling or reverse engineering the Vay Services, its website, and/or its mobile app, or taking any other action to discover the source code or underlying ideas or algorithm of any components thereof,
ii. Copying the Vay Services, its Website, and/or its mobile app,
iii. Posting, publishing or creating derivative works based on the Vay Services, its Website, and/or its mobile app,
iv. Removing any copyright notice, trade or service marks, brand names, and the like from the Vay Services, its Website, and/or its mobile app, related documentation or packaging, or
v. Using any robot, spider, scraper, or other automated means to access Vay’s mobile app for any purpose without our express written permission, or bypassing our robot exclusion headers that we may use to prevent or restrict access to Vay’s Website, and/or Vay’s mobile app.
12.2 By signing up and becoming a Vay User, the User represents and warrants to Vay that the User has received all explanations as the User may have reasonably requested concerning the content of this Agreement, including all Schedules, and that the User has carefully reviewed and understands the User's commitments and obligations hereunder. The User also represents that the User has reviewed and understands Vay’s Privacy Policy and acknowledges that any information shared by, or collected from or about, the User may be used by Vay in accordance with the terms of the Privacy Policy as it may be amended from time to time.
12.3 To the fullest extent permitted by applicable law, this Agreement and any notices or other communications (including, without limitation, by e-mail) regarding access to and/or use of the Vay Services may be provided to the User electronically, and the User hereby agrees to receive electronic communications from Vay in an electronic form. Electronic communications may, and will, be delivered to the email address that User provided to Vay in connection with their account. User expressly agrees that any notice or other communications required under this Agreement may be given in email form. In addition, the User expressly agrees that it is User's sole responsibility to keep User's email address current and accurate by providing Vay with written notice of any changes to the same, and that Vay may reasonably assume that any communications sent to the email address provided will be received by Member. User's consent to receive communications electronically is valid until User revokes their consent.
12.4 The rights granted to the User under this Agreement are not assignable or transferable, in whole or in part. Any attempt to transfer this Agreement without the written consent of Vay shall be void and of no force and effect. Vay may assign this Agreement to an affiliate or to another entity in connection with a corporate transaction or otherwise.
12.5 Except as outlined in Section of this Agreement, no waiver under this Agreement is effective unless it is in writing, identified as a waiver to this Agreement, and signed by the party waiving such right. No delay or omission by us to exercise any right, remedy, power, privilege, or condition in enforcing any term or condition of this Agreement, or act, omission or course of dealing with you, shall impair any such right, remedy, power, privilege, or condition or be construed to be a waiver thereof. Any waiver by us of any covenant, condition, or agreement to be performed by you shall not be deemed to be a waiver of any future occasion. Unless stated otherwise, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.
12.6 If any of the terms and conditions in this Agreement are found unlawful, void, or for any reason unenforceable, then that provision will be considered severable from the remaining terms and conditions of this Agreement, and will not affect the validity and enforceability of the remaining provisions.
12.7 This Agreement will be interpreted in accordance with the laws of Nevada without regard to choice of law or conflict of law rules. All disputes hereunder shall be resolved solely in the applicable state or federal courts of Nevada. You agree to the exclusive jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.
12.8 Force Majeure. We shall not be liable or responsible to you, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term herein, when and to the extent such failure or delay is caused by or results from the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; (i) shortage of adequate power or transportation facilities; (j) epidemics and other public health crises, and (k) other similar events beyond our reasonable control. Vay may also deny service for any reason deemed harmful to the welfare of Vay Users, employees, or service providers.
12.9 This Agreement (and the documents considered as part of this Agreement) constitutes a single, integrated, written contract expressing the entire agreement between you and us relative to the subject matter hereof. No covenants, agreements, representations, or warranties of any kind whatsoever have been made by you or by us hereto, except as provided for herein.
12.10 Any legal notices or communication required or permitted to be given to the User shall be in writing and shall be sufficiently given if delivered by email or mailed to the User at the email or postage address provided to Vay in connection with the User's account with Vay. Any legal notices or communication required or permitted to be given to Vay shall be in writing and shall be sufficiently given if delivered by mail or in person as follows:
CSC Global
251 Little Falls Drive Wilmington, Delaware 19808-1674The schedules constitute an integral part of this Agreement: Schedule 1: Rules of Vehicle Use Schedule 2: Fare Policy
Schedule 1: Rules of Vehicle Use
In addition to the Rules and obligations set forth in the Vay Agreement, Users are required to take careful note of, and abide by, the Rules set forth in this Schedule. All Users and prospective Users should read and understand these Rules before they sign up. By becoming a User or continuing to be a User, you are deemed to have accepted and agreed to abide by all of the following Rules. Capitalized terms used in this Schedule shall have the same meaning assigned to such terms in the Agreement.
1. Persons Permitted to Use Vehicles
Only properly licensed active Vay Users in good standing are allowed to drive Vay Vehicles. Non-Users are expressly prohibited from driving a Vay Vehicle at any time. The User who booked the vehicle is the only permissible driver for the duration of the trip. Individuals who did not book the vehicle, even if an active Vay User in good standing, are prohibited from operating the vehicle on someone else’s account. Failure to comply will void Vay’s insurance coverage.2. Prohibited Uses
Unless otherwise approved by Vay, the use of a Vay Vehicle under the following conditions is prohibited:1. any driving test or similar classes;
2. any speed race or competition;
3. for the purpose of towing, pushing, or propelling any trailer or any other vehicle;
4. for the primary business purpose of transporting people or operating a taxi service;
5. by any person who is under the influence of (i) alcohol or (ii) any drug or medication under the effects of which the operation of a vehicle is prohibited or not recommended;
6. in the carrying out of any crime or for any other illegal activity or purpose;
7. in an imprudent, negligent, or abusive manner or any other abnormal use of a vehicle;
8. by any person who has provided Vay with false information or whose representations are determined to be false (including, without limitation, regarding his/her name, age, or address);
9. driving a Vay Vehicle from one country to another;
10. carrying a number of passengers that exceeds the designed seating capacity of the vehicle or baggage or other items that would cause the vehicle to be overloaded;
11. carrying or transporting any hazardous, toxic, flammable, dangerous or illegal materials;
12. driving while using a mobile communication device that may distract you from driving;
or otherwise engaging in similar activities that may be prohibited by applicable law.
The foregoing examples are not intended to be exhaustive. Any unreasonable or inappropriate use of a Vay Vehicle, as determined by Vay in its sole discretion, may be deemed a violation of these Rules. Without limiting the foregoing, Users must always use Vay Vehicles in accordance with all traffic and other applicable laws and regulations. Vay may report to the authorities any use of a Vay Vehicle or other activities that are in violation of law.
Users are strictly prohibited from operating a Vay Vehicle while under the influence of illicit drugs and/or alcohol.
Vay may immediately suspend or terminate the use of its service by any User for a violation of any of these Rules. Upon suspension or termination, any existing reservations for the User may be canceled by Vay at its sole discretion. In addition, Users will be responsible for any and all costs, charges, fees and expenses incurred by Vay as a result of a breach of any of these Rules.
3. Reserving Vay Vehicles
3.1 Users must always reserve a Vay Vehicle in advance of use and will typically be billed for usage fees at the time of booking your reservation. The minimum period for which a Vay Vehicle may be reserved is 5 minutes. Consecutive (back to back) reservations in the same Vay Vehicle will be treated as a single reservation with continuous usage and will be billed accordingly.
3.2 If you wish to cancel a reservation, you may be subject to certain change or cancellation fees, as further described in the Fee Policy. credit/debit card used to make the reservation to pay for the extension.
4. Vehicle Pick-up and Return/Vehicle Condition/Stolen Vehicles/Belongings and Lost Property
4.1 You must pick up the selected vehicle at its designated Vay Vehicle parking space and return it secured (via Vay’s mobile app), clean, and in good working order, to the designated geofence visible through the Vay mobile app. You are not responsible for charging the vehicle. If, during the course of your trip, you need to charge the vehicle, you will be reimbursed for the reasonable amount of the cost of charging.
4.2 Prior to taking possession of a vehicle, you must do an exterior walk-around and an interior look-over. Before driving the vehicle, you must advise Vay of any damage or abnormality encountered on the vehicle or in the operation of the vehicle by taking pictures and reporting damage in app. Without limiting the foregoing, you should report to Vay any warning lights that stay on after the ignition is engaged, any indication of leaking fluids near the vehicle, any cracks or chips in the windshield, missing or inoperable signal or driving lighting, broken or missing rear-view mirrors, any other condition that may render the vehicle unsafe to operate.
If Vay is not notified of a problem at the start of a reservation, you will be deemed to be responsible for any problem with the vehicle discovered or reported after your reservation, including, without limitation, damage to the vehicle, lack of cleanliness or low fuel. You may be charged up to the Damage Fee Cap, a cleaning fee, low fuel fee or other applicable fees, and Vay may suspend, or may even terminate, your Usership.
4.3. Users may only have a stopover that lasts up to 10 hours. If a stop over lasts more than 10 hours, Vay reserves the right to collect the vehicle and rent it to another User.
4.4. The vehicle must be locked at all times when it is not in use during your reservation. You must advise Vay immediately if you fail to leave the car locked, or if you remove the charging card or parking pass (if applicable) from the vehicle. You will be charged additional rates or fees for the vehicle until the items are returned and you will remain responsible for the vehicle during such period. Additional information about fees may be found in our Fee Policy.
4.5 Users are responsible for all charges and costs incurred related to the Vay Vehicle for the entire period of the reservation and until the vehicle is returned secured, closed, locked and serviceable (all accessories off, all windows, doors, hatches, sunroofs and other openings closed, photos submitted through the app, and other accessories in the vehicle) to its designated location. The User is required to scan out of the vehicle through the app. The User will be billed for the full amount of the reservation time period, even if the vehicle is returned early. Should a vehicle be returned late, the reserving User will be responsible for late fees as described in the Fee Policy.
4.6. Stolen vehicles must be immediately reported to local law enforcement and then to Vay.
4.7. Users must check that they have not left any belongings in the Vay Vehicle. Vay shall not be held liable for any belongings left in a vehicle or stolen from a vehicle, and the User agrees not to hold Vay responsible for any such belongings, whether of the User or any third party. When leaving the vehicle, ensure that all windows are rolled up.
5. Maintenance/Cleanliness
5.1 Vay will perform all necessary and required routine maintenance on all of its vehicles. However, Users are responsible for the cleanliness of vehicles and we expect Users to assist in helping us to maintain the driving safety and performance of the vehicle, in particular during longer reservations or when the vehicle indicates that service or maintenance is required, by reporting any cleanliness or maintenance issues on our mobile app.
5.2 Atypical noises or driving feel, including but not limited to warning lamps, indicators, inappropriate or strange engine or other mechanical sounds, performance changes or unusual driving feel, must be reported to Vay as soon as noted. Failure to report such irregularities during the use of a Vay Vehicle may result in the User's immediate suspension or termination of Usership as well as the User being responsible for any damages resulting from the continued use of the vehicle despite such irregularities. These can be reported through the app and/or your reservation.
5.3 Vehicles may require Roadside Assistance from time to time. Vay provides Roadside Assistance support as part of our service, and Users are typically required to stay with the vehicle. If, however, a User's need for Roadside Assistance results from a breach of this Agreement or a violation of Vay Rules, the User may be charged for the costs of the service.
6. Breakdown or Incidents
6.1 All breakdowns, accidents, or similar incidents involving Vay Vehicles must be reported to Vay immediately by our mobile app after alerting local law enforcement as required.
6.2 Breakdown and Roadside Assistance. When using a vehicle, you must follow the owner manual’s instructions. If a problem arises that prevents or limits the use of the vehicle or that may compromise safety, you must immediately notify Vay and follow Vay’s instructions. In some instances, Users may be required to pay for towing, repairs, and other expenses, if authorized by a Vay Representative (in each case where such requirements are not in connection with any use of the Vay Vehicle by such Member, these amounts will be reimbursed by Vay). In any case, Users may be responsible for additional fees if they abandon a vehicle without Vay authorization.
6.3 Jump start. All Vay Vehicles are fully electric. Jump starts are not permitted.
6.4 Incidents. In case of an incident involving property damage or any third party, the User must fill out an official police report form, and, if possible, provide a jointly agreed-upon statement, complete Vay’s incident report form, and obtain the following information:
(a) Date, time, and place of incident;
(b) The license plate numbers of any other vehicles involved, their make and year, their identification number (serial number), and the insurance certificate’s number (with name, address and phone number of the insurance agent);
(c) The names, addresses, and driver’s license numbers of the persons involved in the incident;
The name, address, and driver’s license number of the owner of the car (if he or she is not the driver);
(d) The name, addresses, and phone number of witnesses, passengers, and any other involved persons;
(e) Circumstances of the incident; and
(f) A police report is required regardless of liability or fault.
6.5 Investigation and procedure. Users must provide to Vay and any other claims adjustment service the findings of any report or any notice relating to a claim or a lawsuit against Vay regarding any incident involving a Vay Vehicle. Users agree to cooperate fully with Vay in the investigation and defense of any such claim or lawsuit. A User's account will be suspended until the investigation has been concluded.
6.6 The User shall be responsible for the costs related to the repair, recovery, and loss of use of any Vay Vehicle and all third party injuries and property damages resulting from any of the foregoing, up to the current Damage Fee Cap as set forth in the Vay User Agreement. Estimates for any costs will be available to the User for review and costs may be assessed in advance of repair. Please note that, a User may be responsible for all applicable damages and costs arising from the User's failure to comply with the terms of the Agreement.
7. Traffic Violations
7.1 You are responsible for any traffic violations incurred during your reservation or as a result of your use of a Vay Vehicle. You are liable for all penalties/fees from any such violation, including fines for late payment and any processing penalties/fees added by the issuing municipality. You are liable for payment of all tolls and any fines for toll evasion. Wherever possible it is the User's responsibility to pay the relevant authorities directly. Vay may impose a fee of $25.00 in connection with processing any such violations. You must report such violations to a Vay representative as soon as possible within the prescribed deadline for the violation (for example, if the case is being taken to court). See our Fee Policy for other charges that may apply to violations.
7.2 You must notify Vay of any traffic violation notices found on a vehicle at the time of pickup of the vehicle. All unreported traffic violations will be the responsibility of a User if they occur during the time period during which such User is using or responsible for the Vay Vehicle.
7.3 At the end of your trip or during a stopover, you must not leave a vehicle in a zone which has parking restrictions. If you leave the vehicle in such a restricted zone, you must immediately notify Vay, and you will be responsible for any and all violation notices or towing charges incurred by Vay.
7.4 Where a violation, incurred during the User's reservation period or after it as a result of failure to adhere to driving, vehicle, traffic or parking regulations, is sent directly to Vay, you agree that Vay may pay the penalty/fee on behalf of the User and add the penalty/fee to the User's account. Vay may transfer liability for the penalty/fee to the User in which case the User would be wholly responsible for all correspondence with the appropriate authority and any penalties/fees due. Any right to contest, appeal, or transfer liability, on any driving, vehicle, traffic or parking charge issued by any authority or body belongs to Vay and will be at Vay’s absolute discretion. In the case of speeding notices, Vay may pass on the offending User's details to the police or other authorities.
8. Smoking and Pets
Smoking, vaping of tobacco, marajuana or other substances is absolutely prohibited in Vay Vehicles. Pets are prohibited, unless they are transported in locked pet carriers. Users are subject to fees if evidence of smoking or pets is found in Vay Vehicles. Assistance animals are allowed in the car without being in locked pet carriers if a User has disclosed that they have a service animal and for what purpose. In these instances, a User will not be charged for regular cleaning costs (i.e., ordinary shedding), but will be responsible for all costs associated with any damage caused by an assistance animal.Schedule 2: Fare Policy
This Fare Policy outlines the pricing structure and charges applicable to the use of Vay Vehicles. The program is designed to provide convenient and affordable access to by-minute rental vehicles delivered to you remotely for a variety of purposes, including short trips, errands, and commuting.
1. Fare Structure
1.1 Base Fare The base fare for vehicle rental is $1.00 per minute during the rental period with a lowered fare of $0.10 during stopover mode as indicated in the Vay Application. There is no charge to the User when the vehicle is being remotely operated. Promotional and incentive fares and rates may differ. Check promotional materials for more information. 1.2 Taxes In addition to the base fare, all applicable taxes will be charged. This includes but is not limited to sales tax and any other applicable fees or surcharges. 1.3 Tolls The User is responsible for any and all tolls and other roadway costs along their route. If a User drives through a toll booth without paying, Vay will pay the resulting ticket and then charge the User’s account the amount of the toll plus a convenience fee of $25.00 1.4 Distance Fare There is no additional fare for distance traveled. The base fare of $1.00/minute applies regardless of the distance traveled.2. Payment Methods
2.1 Credit Card Users are required to provide a valid credit card to their account. The base fare and taxes will be charged to the card on file for each trip. Vay reserves the right to attach an authorization hold of not more than $25 at the time of booking. The balance of this amount will be returned to the User at the completion of the trip.3. Additional Charges
3.1 GeoFence Return If a vehicle is returned to an area outside of the teledriving area (indicated in purple on the User’s app), a fee of $50.00 will be charged to cover the cost of Vay having to manually retrieve the vehicle. This fee will be applied to the card on file. 3.2 Damage Fee If a vehicle is damaged due to negligence or misuse, the User will be responsible for the cost of repairs. The cost of repairs will be assessed by a qualified mechanic and charged to the card on file. User will also be charged for loss of use of the vehicle and administrative fees not to exceed $250. 3.3 Cleaning Fee If the vehicle is returned dirty, Vay reserves the right to charge the User up to $100 to have the vehicle cleaned. The cost of cleaning will be charged to the card on file. If a User returns vehicles dirty on a regular basis, Vay reserves the right to deactivate the User’s account. 3.4 Towing Fee If a vehicle is towed due to a parking violation or other infraction, the user will be responsible for the towing fee. The towing fee will be charged to the card on file. 3.5 Parking Tickets and other Civil Fines If a vehicle receives a parking citation or other Civil Fine, Vay agrees to notify the User of the citation and the cost. The User then has 14 days to inform Vay if the User would like to contest the citation. If the User does not inform Vay of an intent to contest, Vay will timely pay the citation and charge the User’s card on file the total cost of the ticket and any additional fees that may be associated with it (i.e., online-payment convenience fees) plus $25. If a User accrues more than 3 parking tickets or other civil fines on Vay Vehicles, Vay reserves the right to deactivate the User’s account. Vay also reserves the right to share User information with local law enforcement for the purpose of prosecution of tickets and/or fines.4. Acceptance of Terms
By using a Vay Vehicle, Users agree to abide by the terms of this Fare Policy. The Fare Policy is subject to change at any time without prior notice.5. Contact Information
For any questions or concerns regarding the Fare Policy, please contact [email protected]1 Subject to actual insurance policies maintained by Vay.