SOMO TERMS OF USE

Last updated: July 30, 2019

These SoMo Terms of Use (“Agreement”) are a legally binding agreement between you and HERE Global B.V. with its registered address at Kennedyplein 222-226, 5611 ZT Eindhoven, The Netherlands, and registered with the Dutch Chamber of Commerce under 17070436, or one or more of its direct or indirect affiliates (“Company,” “we,” “us,” or “our”) that governs your use of the SoMo mobile app (“App”), SoMo website (“Site”), and related services (collectively, the “Services”).

 

Please read the terms and conditions of this Agreement carefully before downloading, installing, registering for or using the Services.

 

By entering into this Agreement, and/or by using the Services or accessing the Services, you expressly accept this Agreement and all of its terms and you agree to abide by them. In accepting this Agreement, you (a) acknowledge that you have read and understand this Agreement; (b) consent to this Agreement; and (c) agree to be legally bound by this Agreement. In addition, by using the Services you signify your acknowledgement of the SoMo Privacy Notice (“Privacy Notice”). If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access the Services.

 

Please note that Section 26 contains an arbitration clause and class action waiver. By agreeing to this Agreement, you agree (a) to resolve all disputes with us through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) that you waive your right to participate in class actions, class arbitrations, or representative actions. We explain how you can opt out of arbitration in Section 26.

 

1.         Eligibility.

The Services are intended for use by users who are of the legal age required to form legally binding contracts under applicable law.  In no circumstances are the Services available to users who are under the age of 18, users who have had their User Account (as defined in Section 2 below) temporarily or permanently deactivated, or users who seek to use the Services for anything other than strictly non-commercial purposes.  By using the Services, you represent and warrant that you are 18 years of age or older and meet all of the foregoing eligibility requirements. If you are not 18 years of age or older and do not meet all of these requirements, you must not access or use any of the Services.  Please note that User Accounts of individuals under the age of 18 years will be cancelled and deleted by us upon receiving notice.

 

2.         User Account.

When you download, install, and/or register for the Services via the App, you will be asked to provide your name, telephone number, and an optional photo, which will be used to establish your account through which you will access and use the Services (“User Account”). You are personally responsible for any use of the Services through your User Account and for any and all activities that occur under your User Account. You may only create one account, and we reserve the right to shut down any additional accounts. You may not allow another person to use your User Account, and you agree that you are the sole authorized user of your User Account. You agree not to transfer your User Account to another person or lend or otherwise transfer your use of or access to the Services to anyone else. 

 

You agree to provide and maintain true, accurate, complete, and up-to-date information in your User Account, and that the Company and other users of the Services may rely on the information that is in your User Account.  You are solely responsible for maintaining the confidentiality of your User Account. 

 

Your User Account is tied to the phone number you provide when you download, install, and/or register for the Services.  If you change your telephone number, you will need to again download, install, and create a new User Account to use the Services, and you acknowledge that the Company will be unable to export or otherwise transfer your data to your new User Account. In order to delete your old User Account upon creation of a new User Account, please follow the steps in Section 17 below. 

 

3.         The Services.

The Services provide you with the ability, to plan, share, create and execute shared rides or solo rides to your desired destination including navigation, strictly for your individual non-commercial uses unless you use the features and applicable Content that is available to you, as part of the Services by Your Contracting Entity (as defined below). As part of the Services, you will have the ability to seek transportation to certain destinations from other users of the Services, or from third party providers that make their transportation services available via the Services.

 

Certain features and Content (as defined below) of the Services may be available to you, if you are either an employee or subcontractor of a third party (“Your Contracting Entity”) that has contracted with the Company for the purpose of using such features and Content of the Services. These features and Content provide you with the ability to enjoy transportation options that are available for organizations such as Your Contracting Entity.

 

The groups, or shared rides you join or create using the Services are fully and entirely your responsibility. The Company does not screen or otherwise evaluate potential drivers or passengers who may request to join your ride or may offer you a ride if you are a passenger and by using the Services, you may be introduced to third parties that may be potentially dangerous. You understand, therefore, that you use the Services at your own risk. Each ride provided by another user of the Service to you (or a ride provided by you to a passenger) shall constitute a separate agreement between such user (whether driver or passenger as applicable) and you. The Company is under no circumstances a party to any such agreement between you and the provider, passenger or other user or party.

 

You acknowledge and agree that the Company acts only as the provider of the online platform enabling the Services that facilitate communication between users and third parties to enable joint rides between users or obtaining third party transportation services. The Company is not, under any circumstances, a party to the joint rides or transportation services agreements.

 

The Company does not provide transportation services. It is up to you to decide whether to join a group as a driver or a passenger, or to use a third-party provider of transportation services. We cannot ensure that a driver will comply with the terms of this Agreement complete an arranged shared ride, or adheres to his/her arrangement with you. We have no control over the quality or safety of the transportation services that occurs as a result of or in connection with the Services.

 

The Company also does not verify the identity of users of the Services or the identity of the third party service providers and is not and shall not be liable for: (i) user compliance with the terms of this Agreement or a user of third party provider of transportation services’ compliance with all applicable laws and regulations; (ii) the accuracy, completeness, reliability or error-free of the user’s and/or the third party providers of transportation services’ information, details, descriptions or other content provided by user; or (iii) any act or omission of a user or a third party provider of transportation services’ in connection with the Services.

 

The Services will also allow you to receive information about available public transportation and the route to the location where you can use the public transportation of your choice. Please note that the Company relies on third-party resources, including for example third party public transportation service providers, to obtain route, location and timetable information and is not responsible for the accuracy, reliability, completeness or error-free nature of this information.  

 

You acknowledge that the route, time table and location services we provide are intended for basic location and navigation purposes and should not be relied upon when a precise location is needed, or where inaccurate location information may cause death, personal injury, property, or environmental damage.  Neither we nor our third-party service providers guarantee the accuracy or reliability of the location information provided through the Services.

 

It is up to you to decide whether to join a group as a driver or a passenger or to use a third-party provider of transportation services.

 

You may choose to export contacts from your Device(s) (as defined in Section 5) to the Services. These contacts may be used to form groups as well as to invite your contacts to plan and organize groups and/or rides. In the event a contact you have selected does not have the Services, s/he will receive an SMS (text message) invitation prompting them to download the Services and/or respond to a group or ride that you have invited them to join. You are responsible for ensuring that contact information you upload complies with all applicable laws, including laws related to privacy and the use of information and the information of minors. You acknowledge that any invitations sent to non-users of the Services are initiated by you, including selecting the group for the invitation, which contacts to invite, and when to send the text message. We are not responsible for the invitations you send through the Services. By uploading contacts, you represent and warrant that you are entitled to use, and grant us the right to use, your contacts information as described in this Agreement. 

 

4.         Beta Features Testing Program.

From time to time, we may elect to offer users of the Services with the opportunity to use certain alpha, beta, and other pre-release software, pre-release services, and related documentation, materials, and information which are not generally available as part of the Services (“Beta Features”) as part of the Beta Features Testing Program. You may elect (but are not obligated in any way) to participate and to use the Beta Features as a tester of the Beta Features. The Beta Features Testing Program is intended to test the Beta Features, including without limitation, their feasibility, usability, quality and| user experience. If you sign-up to participate in the Beta Features Testing Program as a tester (“Beta Tester”), you will be requested to share with us certain information in accordance with the Privacy Notice.

 

As part of your participation in the Beta Features Testing Program we will ask you to provide your input with respect to your use of the Beta Features (“Feedback”). All intellectual property rights and all other ownership in the Feedback are hereby irrevocably assigned to Company and any and all Feedback shall be the sole and exclusive property of Company at its incipiency. You agree and acknowledge that the Beta Features are not generally available and are under development. Beta Features are provided “as is” and “as available” with no warranty of any kind, express or implied, with respect to the design, operation, merchantability, non-infringement or its fitness for a particular purpose. The Company shall have no liability to you for any claim, loss, expense or damage caused or alleged to be caused, directly, indirectly, incidentally, or consequentially by the beta features, by any inadequacy thereof or deficiency or defect therein, by any incident whatsoever in connection therewith or in connection with your use thereof, under any legal theory, even if company is notified in advance of the possibility of such damages

 

The provision of the Beta Features shall not be deemed so as to obligate Company to release a commercial or fully operational version of the Beta Features, at any time and we reserve the right to unilaterally (i) cease and abandon any efforts to release a commercial version of the Beta Features at any time and for any reason, or (ii) modify and change the Beta Features in any manner; without any obligation or liability whatsoever.

5.         License Grant.

During the term of this Agreement the Company hereby grants you a free of charge, limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to download, install, register for, and use the Services and any content, materials, graphics, audiovisual files, processes and code, features, functionality, the maps provided as part of the Services, and products or services accessible on or through the Services (collectively, Content) for non-commercial use on device(s) owned or otherwise controlled or leased to you, including mobile cellular telephones and internet enabled tablets, desktops, and laptops (collectively “Device(s)”), strictly in accordance with this Agreement. This license has the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by this Agreement and subject to the use restrictions described herein. You may only use the Services and the Content for your private and personal purposes unless you use the features and applicable Content that is available to you, as part of the Services by Your Contracting Entity. You may not make any commercial use of the Services and Content other than as expressly set forth herein. Please note that certain Content may only be available to residents of certain geographical areas. You are bound by any restrictions applicable to specific Content you obtain through the Services.

 

You acknowledge that your limited license is tied to the phone number you first provided upon downloading, and/or creating your User Account as part of the Services and that all the data you create or provide is mapped to your User Account and phone number. 

 

You acknowledge and agree that the Services and the Content are provided under license, and not sold, to you. You do not acquire any ownership interest in the Services and the Content under this Agreement, or any other rights thereto other than to use the Services and the Content in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. The Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Services and the Content, including all copyrights, trademarks, patents, software rights, and other intellectual property rights (whether registered or unregistered) therein or relating thereto, except as expressly granted to you in this Agreement.

 

6.         License Restrictions.

You (and/or any third party on your behalf) may not:

(a) copy, modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Content, the Services, or any part thereof;

 

(b) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Content, the Services or any part thereof;

 

(c) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Content, the Services, including any copy thereof;

 

(d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Content, the Services, or any features or functionality of the Services, to any individual or third party for any reason (except to invite a third party to download the App and/or use the Services), or make the Services available on a network where it is capable of being accessed by any Third Party Outlet (as defined in Section 31 below), or individuals;

 

(e) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Content, the Services, or any part thereof;

 

(f) use any content that may include, link to, or distribute any viruses, spam, files, code malware or any other malicious software programs, technology or content that may harm or disrupt the operation of the Services or any other Company product or service;

 

(g) engage in or encourage any activity or use of content that violates any applicable laws, rule or regulation, including without limitation privacy laws and regulations; 

 

(h) use, endorse, or promote content, which is pornographic, obscene, excessively profane, racist, ethnically offensive, threatening, infringing, excessively violent, libelous, gambling-related, or discriminatory, offensive, misleading or deceptive; 

 

(i) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others, including others’ copyrights and other intellectual property rights;

 

(j) transmit or otherwise make available in connection with the Services, or any part thereof, any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage, interfere with,  or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;

 

(k) interfere with or disrupt the operation of the Content, the Services, or any part thereof, or the servers or networks that host the Services or make the Services available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;

 

(l) sell, license, or exploit for any commercial purposes any use of or access to the Content and/or the Services, or any part thereof;

 

(m) frame or mirror any part of the Content and/or the Services, or any part thereof, without our prior express written consent;

 

(n) transfer or assign your User Account to any third party, even temporarily;

 

(o) engage in fraudulent misrepresentation, such as impersonating any person or entity or forging or manipulating identifiers to disguise the origin of information transmitted through the Services;

 

(p) attempt to, or actually, harm intentionally or unintentionally another user or individual, such as stalking, threatening, or harassing a user or carrying a weapon while participating in a ride share;

 

(q) interfere with the operation of the Content and/or the Services, including disrupting service or network connectivity or sending malicious code, malware, or other harmful software designed to impair the functionality of the Services or any part thereof;

 

(r) infringe any third-party rights, including intellectual property rights, copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; or

 

(s) use the Content and/or the Services in any way not expressly permitted by this Agreement.

 

7.         Drivers’ Policy

If you are a driver offering a ride via the Services, you agree to comply with the following terms (“Driver’s Policy”). Please note that you are solely responsible for the safety of your passengers and the Company does not accept any liability with respect thereof or for your failure to comply with the terms of this Driver’s Policy. It is up to you to decide whether to join a group as a driver, or to offer to drive other users of the Services.

 

You hereby warrant and represent (in addition to any other representations and obligations set out in this Agreement) that:

(a) you are of the legal age to drive the motor vehicle you use in connection with the Services, or otherwise of the legal age of majority in the jurisdiction in which you are providing a ride in connection with the Services;

 

(b) you own, or have the legal right to operate the motor vehicle you use in connection with the Services;

 

(c) the motor vehicle you use in connection with the Services is in good operating condition, duly licensed and tested, and meets the industry safety standards and all required registrations and approvals under applicable law;

 

(d) you are not using the Services commercially or in order to make a profit, and you will not engage in any activity in a manner that is inconsistent with your obligations under this Agreement;

 

(e) you have a valid driver’s license for the applicable territory and vehicle type where the ride is rendered or performed, and you are medically fit to operate a motor vehicle; 

 

(f) you will drive safely in accordance with, and abide by all applicable laws and regulations with respect to operation of a motor vehicle in connection with the Services;

 

(g) you have and will maintain a proper insurance coverage as required by applicable law for you and all passengers in the motor vehicle you are using in connection with the Services including insurance against accidents which may occur while driving;

 

(h) you will offer the Services safely and, in a manner, which does not interfere with safe and lawful driving. Please always stop your motor vehicle safely, and where permitted to do so, before engaging with the Services; and

 

(i) you will not engage in reckless or unsafe behavior while driving in connection with the Services, drive unsafely, operate a motor vehicle that is unsafe to drive, carry a weapon or operating a motor vehicle while under the influence of alcohol, drugs or medication, or take action that harms or threatens the health, safety, and the wellbeing of yourself, other passengers of your ride, or other third parties.

 

We encourage you to always drive in accordance with road conditions and traffic laws. It is strictly prohibited to interact with the Services or use the Services in a manner that interferes with safe and lawful driving and road conditions. When you, as a driver, engage with the Services, please either safely stop your vehicle where permitted to do so and use the Services while parked or allow a passenger to use the Services if it is convenient and legally permitted.

 

8.         Payments and Billing.

(a) Third-Party Transportation Charges. If you book a ride with a third-party transportation services provider (i.e., a taxi company) who provides its transportation services to you through the Services (“Transport Provider”), you understand that your request or use of such Transport Provider’s transportation services is subject to the terms and pricing of this Transport Provider and will result in costs to you. These costs may include taxi or other fares and other applicable fees, tolls, surcharges, municipal tolls (where applicable), airport fees (where applicable), baggage fees (where applicable), peak time fees (where applicable), processing fees (where applicable), any tips to the taxi driver that you elect to pay, other extras and applicable taxes where required by law (“Charges”). The Charges are entirely your responsibility and are part of your engagement with the Transport Provider whose services you book via the Services regardless of your awareness of such Charges or the amounts thereof.

 

(b) Fare Estimates. As part of the Services, when seeking and booking a ride, you may be presented with an estimated fare for the ride you are booking. You acknowledge and agree that the estimated fare that is presented to you via the Services before or at the beginning of the ride, is determined solely by the Transport Provider(s) and is a mere estimation. The actual fare you will be required to pay may vary substantially (upward or downward) as determined in the sole discretion of the relevant Transport Provider whose transportation services you book and may be dependent on multiple factors including without limitation the traffic and road conditions, the time of travel, number of travelers luggage pieces etc.

 

(c) Payments Representations. By using any payment method and/or providing payment details for booking a ride via the Services, you represent and warrant that: (a) you are legally authorized to provide such information; (b) you are legally authorized or have permission to make payments using the payment method(s); (c) if you are an employee or agent of a company or person that owns the payment method, you are authorized by that company or person to use the payment method to make payments as part of the Services; and (d) such actions do not violate any applicable law, rule or regulation.

 

(d) Payment Collection. The Transport Providers or the Company will collect payment of Charges owed by you to the Transport Providers whose services you use. When we collect your payment (which may be via one or in more transactions), such collection will be made on the Transport Providers’ behalf as their limited payment collection agent. In such cases, payment of the Charges to us satisfies and shall be considered the same as your payment obligation made directly by you to the relevant Transport Provider whose services you use. 

 

(e) No Refunds. All Charges paid by you are final and non-refundable, unless otherwise determined by the Transport Provider in accordance with its terms. If you want to cancel a ride, please refer to the cancellation policy of the relevant Transport Provider with whom you booked a ride via the Services.

 

(f) Cancellation Fee. After booking a ride with a Transport Provider, you may elect to cancel the ride at any time prior to the commencement of such ride as may be available via the Services, in which case you may be charged a cancellation fee as determined by the Transport Provider. If you want to cancel a ride, please refer to the cancellation policy of the relevant Transport Provider with whom you booked a ride via the Services. You may also be charged a cancellation fee as determined by the applicable Transport Provider if you fail to show up after you booked a ride. We are not responsible for setting or determining the cancellation policy and/or fee that may be set by the respective Transport Provider, and the exact amount of the cancellation fee will vary from one Transport Provider to another in accordance with their cancellation policy.

 

(g) Damage Fee. If a Transport Provider informs us that you have materially damaged the vehicle used to provide you with the ride you booked and used, you agree to pay to the Transport Provider  a “Damage Fee” depending on the extent of the damage you have caused (as determined by the Transport Provider in its sole discretion) toward vehicle repair or cleaning. The Company reserves the right (but is not obligated) to verify or otherwise require documentation of damages prior to processing any Damage Fee.

 

(h) Coupons. You may receive coupons that you can apply toward payment of certain Charges upon completion of a ride. Coupons cannot be combined. Coupons are only valid for use via the Services and are not transferable or redeemable for cash, except as required by applicable law. If the cost of your ride exceeds a coupon’s credit or discount value, we will charge the payment method that we have on file for you, for the outstanding cost of the ride. Additional restrictions on coupons may apply as communicated to you in a relevant promotion or by clicking on the relevant coupon.

 

(i) In addition to the foregoing, when we collect your Charges and any other payment which is due to the Transport Provider from you, the following shall apply:

 

(1) Facilitation of Charges. All Charges are facilitated through third-party payment processing service(s) providers (“Payment Providers”) that provide payment services to us in connection with the Services, including with respect to (a) collection of funds from users of the Services in connection with booked rides; (b) remittance of funds to Transport Providers in connection with completed or cancelled rides; and (c) protection against fraud, unauthorized transactions (such as money laundering), claims or other liabilities in connection with making payments via the Services. In addition, we, through our Payment Providers, reserve the right to cancel booked rides or place funds on hold for any suspected fraudulent transactions made in connection with the Services.

 

Payment Providers may also collect such other information as necessary for proposes of processing withdrawal payments. Please see our Privacy Notice for more information.

 

(2) Credit Card Authorization and Related Fees. When we add a new payment method or with each ride request, we may require authorization of your selected payment method to verify it, ensure the ride cost will be covered, and protect against unauthorized behavior. The authorization is not a charge; however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your bank account, you may be subject to overdraft or Non-Sufficient Funds (NSF) charges by the bank or entity issuing your debit or prepaid card. We are not responsible for these charges and are unable to assist you in recovering them from your bank or issuer.  

 

(j) Payment Confirmation; Invoice. Once your ride has been completed, you will receive a payment confirmation that includes information about the ride, including the amount you paid. If you wish to receive an invoice, please contact us at: mobility.apps.support@here.com.

 

If you have any questions regarding payments, please contact us at: mobility.apps.support@here.com.

 

9.         Electronic Communications.

You agree that we may provide you with notices and messages about the Services: (a) within the Services or (b) sent to your contact information which is part of your User Account (e.g., phone number). You agree to keep the contact information that you shared with us up-to-date at all times during the term of this Agreement.  

 

You agree that text messages may be generated by automatic systems. Communications from us, our affiliated companies, and other Services users may include text messages, and push notifications regarding the operation of your User Account or the Services, updates regarding new, existing, and discontinued features of the Services, and invitations to join groups, or shared rides. We do not charge for text messages, but standard or other charges imposed by your carrier may apply.  Please check your carrier’s plan before using the Services to be sure you understand what charges may be incurred by you. 

 

You may unsubscribe from promotional e-mails at any time by using the “Unsubscribe” link at the bottom of text messages we send to you, or by emailing us at: mobility.apps.support@here.com.

 

10.       Changes of this Agreement.

We reserve the right, at our discretion, to update, change, modify, add, or remove portions of this Agreement at any time in order to conform them to our business practices. All non-material changes are effective immediately when we post them and apply to all access to and use of the Services thereafter.  If we make material updates to this Agreement that would negatively impact your rights or increase your obligations under this Agreement, we will notify you of the change in advance via the Services or at the contact information you provided us with, as set forth in Section 9 above. If you do not agree with the change, you have the right to terminate this Agreement by closing your User Account. Your continued use of the Services following such notification will constitute your acceptance of the change and consent to the updated Agreement.

 

11. Allegations of Copyright Infringement.

You may notify us of copyright infringement on the Services by providing notice (a) by email with “Copyright Notification” in the subject line to copyright.notices@HERE.com, (b) by a document titled “Copyright Notification” mailed to HERE North America LLC, Attn: Copyright Agent, 425 W. Randolph Street, Chicago, Illinois 60606, USA or (c) via the online form, if available. Your notice must:

(a) identify the original copyrighted work you claim is infringed;

(b) identify the content on the Service that you claim is infringing the copyrighted work. Please provide enough detail for us to locate the allegedly infringing content on the Services;

(c) provide your contact information, including your full name, mailing address, telephone number, and email address, if available;

(d) provide a statement that you have a good faith belief that the use of the content in the manner complained of is not authorized by the copyright owner, its agent, or the law;

(e) provide this statement: “I swear, under penalty of perjury, that the information in this notification and complaint is accurate and that I am the copyright owner or am authorized to act on behalf of the copyright owner of an exclusive right that is infringed.”; and

(f) provide your signature, as applicable.

 

12.       Intellectual Property Rights.

The Services, the Content and all upgrades, updates, corrections, and enhancements thereto and all copyrights and other intellectual property rights related thereto are the property of Company, its affiliates, its licensors or suppliers, and Company, its affiliates, its licensors and suppliers retain all right, title, and interest in and to the Services, the Content and all intellectual property rights therein or in connection thereto. The Services and Content are owned and operated by the Company and they are licensed, not sold, to you.

 

All the Company logos, trademarks, designs, graphics, icons, scripts and service names are registered trademarks or trade dress of the Company (collectively, the “Company Marks”). In addition, the design, trade dress, and the ‘look and feel’ of the maps available to you as part of the Services are protected works under applicable copyright laws and we and our affiliates, licensors and suppliers retain all intellectual property rights in them. The license granted to you in this Agreement does not extend to or include a license to use the maps displayed by the Services or any mark, indicator, logo or notation embedded in the maps other than as part of the Services. You agree that you will not in any way modify, alter or tamper with any proprietary marks, copyright notices or other notices, or the Company Marks, that may be provided and/or displayed through the Services. You acknowledge that we are the owner and licensor of the Company Marks, including all goodwill associated therewith, and that your use of the Company Marks will confer no additional interest in or ownership of the Company Marks in you but inures to the benefit of the Company.

All other trademarks, logos, service marks, company or product names set forth in the Services, such as the logos or trademarks of any third-party provider of transportation services, are the property of their respective owners.

 

 13.      Your Data and Content.

Through your use of the Services, we will automatically collect your information as described in the Privacy Notice, and you may, in addition and as described in the Privacy Notice, actively enter and submit information or data in connection with your use of the Services, including information provided in the free-text comments box of group invitations, your User Account, information you publish or share, and photos (collectively “User Data”). You assume sole responsibility for any User Data you share, and you alone are liable for the consequences when you post User Content (as defined below) or User Data. All User Data is subject to the Privacy Notice.

To enable us to provide you with the Services, you hereby grant us: (a) a non-exclusive, worldwide, royalty-free, transferable, sublicensable, right and license to collect, process, and use your User Data as set forth in the Privacy Notice and this Agreement; and (b) an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, transferable and sublicensable right and license to use for any lawful purpose your User Data in anonymized form. 

 

Information that we collect from you and your use of the Services may be transferred to or stored in a different country than the country in which you are utilizing the Services, or where the Company is located, including a country with data privacy laws that may not be as protective as the laws in your country. If you provide the Company with your information, you hereby expressly agree to such transfer, storage, and processing.

 

In addition, in the course of your use of the Services, you will submit and share content and information with us or with other users of the Services, which may include feedback, comments, improvements, suggestions, questions, ideas or other information (collectively “User Content”). You represent and warrant that you own all intellectual property rights in your User Content or otherwise have the right, and received all required consents, authorizations and licenses to use the User Content for the Services and to provide the User Content to us as contemplated hereunder, and that by submitting or sharing your User Content with us, you are granting us and our affiliates with an irrevocable, worldwide, perpetual, unrestrictive, non-exclusive, royalty-free, transferable and sublicensable right and license to use, copy, distribute, disseminate, prepare derivative works of, and display your User Content in any manner we deem fit, including for commercial purposes or otherwise, at our sole discretion and without acknowledgment or compensation to you. 

 

You are solely responsible for taking backup copies of your User Data and User Content. If the Services are discontinued or canceled, we may permanently delete your User Data and User Content in accordance with the terms of the Privacy Notice.

 

14.       Geographic Restrictions.

The Services and the Content are provided from the Netherlands as well as countries in which the Company utilizes data centers. You acknowledge that you may not be able to access all or some of the Content outside of your country, and that access thereto may not be legal by certain persons or in certain countries. If you access the Content from outside your country, you are responsible for compliance with local laws, including any laws applicable to the export of software or technology.

 

15.       Updates; Availability.

The Company may from time to time in its sole discretion develop and provide updated to the Services updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features or modifications or discontinuation of existing features (collectively, including any related documentation, “Updates”).  Updates may also modify or delete in their entirety certain features and functionality of the Services.  You agree that the Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.  Based on your Device(s) settings when your Device(s) is/are connected to the internet either: (a) the Services will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates.

 

You shall promptly download and install all Updates and acknowledge and agree that the Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Services and be subject to all terms and conditions of this Agreement.

 

The Services and the Content availability and functionality depends on multiple factors. We do not warrant or guarantee that the Services and the Content will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access error-free. The availability of the Services and the Content may vary and is subject to our sole discretion. We reserve the right at our sole discretion to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Services (or any part or feature thereof) without notice, at any time and at our sole discretion.  The Services, the Content and their operation and certain features available therein may also be dependent on the network you use, compatibility of your Device(s), and the content formats supported. You will have the right to terminate this Agreement if we make any material changes to the Services that you do not agree with. 

 

16.       Third-Party Materials.

The Services may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that the Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof.  The Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third-parties’ terms and conditions.

 

17.       Term and Termination.

This Agreement is effective upon your acceptance of this Agreement and the creation of your User Account. However, if you wish to delete all your User Account information, you must either (y) delete your User Account via the App settings, or (z) send us an email to mobility.apps.support@here.com with your request for deletion. For details of how to access your data and/ or delete your data, please see Sections 3 (How Your Information is Shared or Disclosed) and 6 (Your Choices) of the Privacy Notice.

 

We may terminate this Agreement at any time without notice for any reason, including if we cease to support the Services, which we may do in our sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

 

We may terminate this Agreement at any time if: (1) you breach, or we reasonably believe that you are in breach of any term within this Agreement or applicable law; or (2) you are misusing the Services or the Content, or pose a threat to the security of the Services.

 

Upon termination of this Agreement, either by you or by us: (i) all rights granted to you under this Agreement will terminate; (ii) you must cease all use of the Services and delete all copies of the Services from your Device(s) and your User Account; and (iii) our rights with respect to User Data shall survive only as set forth in the Privacy Notice.

 

Except as set forth in the Privacy Notice, we are not responsible for any removal or loss of your User Data or User Content. When information or content is removed from the Services by either you or us, traces or copies may still remain elsewhere.

 

The termination of this Agreement will not limit any of the Company’s rights or remedies at law or in equity.

 

In addition to our right to terminate this Agreement, we reserve the right, without limitation and at our sole discretion, to:

(a)  limit, suspend, prohibit or otherwise restrict your use of the Services, including your ability to create or modify groups, or to plan, offer, find, or join shared ride; and

(b) remove any content from the Services, including without limitation, User Content, immediately and without notification to you, if we believe, at our sole discretion, that such content is infringing, offensive, harmful or inappropriate. 

 

18.       Your Responsibilities as a User of our Services.

(a) You acknowledge that the Services allow you to connect with other users of the Services as part of groups, or other users searching for or creating ride shares. Any group, or ride share that you may enter into by accessing the Services, is solely between you and the applicable users in that group, or ride share or their creator and is to be done strictly for non-commercial purposes. You may only use the Services and the Content for your private and personal purposes unless you use the features and applicable Content that is available to you, as part of the Services by Your Contracting Entity. The Company has no monitoring, enforcement, or other obligations or responsibilities in relation to available groups or offered or participation in ride shares. The Company provides the Services merely as a means of facilitating the creation of groups and matching of non-commercial ride sharing offers between users of the Services.

 

(b) You acknowledge that if you disable certain functionalities of the Services including geotagging and/or location services, the Services will not function as intended. You are responsible for, and will indemnify and hold the Company, its affiliates, and its and their respective directors, officers, employees, contractors, agents, representatives, successor and assigns, harmless from and against any claims arising out of your responsibilities or failure to comply with this Agreement, or your failure to use the Services as intended.

 

(c) By using the Services to offer and accept requests for shared rides and/or to request transportation services from Transport Providers, you accept, agree, and acknowledge that a direct legal relationship is created and assumed solely between you and the driver/passenger and/or the relevant Transport Provider. The Company shall not be responsible or liable for the actions, omissions, and behavior of other users of the Services and/or the Transport Providers or in relation to your and/or the Transport Providers activities and/or your vehicle and/or the vehicle you chose to ride in.

 

(d) You represent and undertake to procure and ensure that you comply with, adhere to and observe the terms and conditions set forth in this Agreement and all applicable laws, regulations, rules, statutes or ordinances governing or otherwise relating to your use of the Services. 

 

(e) You undertake that you will safeguard, protect, and keep your User Data, and the data of any other user of the Services, confidential and shall not disclose it to any person, or store the information in any manner, except as required by applicable law.

 

(f) You agree to comply with all applicable laws, including laws related to privacy and use of your information and the information of minors, before using the Services to send invitations to potential users in your contact list.

 

(g) You shall immediately notify the Company of any actual, suspected, or potential security breach or improper use of the Services or the User Data.

 

(h) You agree that you will behave in a safe and lawful manner while participating in any shared ride and that you will not engage in reckless or unsafe behaviors, including carrying a weapon, refusing to abide by traffic safety or other laws, or threatening the health, safety, and wellbeing of yourself, other passengers of your shared rides, or other third parties while participating in any shared ride.

 

(i) You agree to only use the Services if you are of the legal age to use them, or otherwise of the legal age of majority in the jurisdiction in which you are providing any shared ride.

 

Additionally, while we make an effort to remove offensive or infringing content and/or users of the Services, we do not control the behaviors or content of other users of the Services. If you feel that any use of the Services or sharing of content violate this Agreement, for example if there are groups or descriptions of groups you find offensive or infringing, you may report it to us via the contact us feature available in the Services or via email to: mobility.apps.support@here.com.

 

19.       Disclaimer of Warranties.

THE SERVICES AND CONTENT, INCLUDING WITHOUT LIMITATION THE APP AND THE SITE, ARE PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES AND CONTENT INCLUDING WITHOUT LIMITATION, THE APP AND THE SITE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES, INCLUDING WITHOUT LIMITATION THE APP AND THE SITE, WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

 

Without limitation to the foregoing, Company and its affiliates, or any of its or their respective licensors or service providers, make no representations or warranties that:

 

(a) the driver of any shared ride you join will: (i) be who s/he claims to be or will not engage in or act under false pretense; (ii) have a valid driver's license or be authorized to operate a vehicle in the jurisdiction where the shared ride is rendered or performed or be medically fit to operate a motor vehicle; (iii) have and maintain a valid policy for the appropriate (transportation, personal injury, third party, or general) liability insurance or any other such insurance required by law for the operation of the vehicle used in any shared ride, including insurance for yourself and all passengers in the vehicle used in the shared ride; (iv) abide by all applicable laws and regulations with respect to operation of a motor vehicle while providing ride sharing services; (v) operate the vehicle safely at all times, including obeying all traffic laws and regulations and will not engage in reckless or unsafe driving behaviors, including carrying a weapon or operating the vehicle while under the influence of alcohol or drugs, or take action that harms or threatens the health, safety, and wellbeing of you, other passengers of your shared rides, or other third parties; or (vi) own or have the legal right to operate the vehicle used in the shared ride, and maintain the vehicle used in the shared ride in good operating condition, duly licensed and tested, and with all required registrations and approvals under applicable law.

 

(b) any passengers or riders of any shared ride you are a part of, whether as a passenger or a driver, will: (i) be who s/he claims to be or will not engage in or act under false pretense; (ii) be of the legal age to use the Services or otherwise of the legal age of majority in the jurisdiction in which you are providing the shared ride; or (iii) behave in a safe and lawful manner while participating in any shared ride and will not engage in reckless or unsafe behaviors, including carrying a weapon, refusing to abide by traffic safety or other laws, or threatening the health, safety, and wellbeing of you, other passengers of your shared ride, or other third parties while participating in the shared ride.

 

(c) the vehicle used for any shared ride you join will be suitable for performing the ride sharing services contemplated by this Agreement or in compliance with all applicable federal, state and local laws; or

 

(d) a ride or shared ride booked through a Transport Provider you use via the Services will meet the standards of use described in this Agreement.

 

You acknowledge and agree that use of the Services is at your own risk. By using the Services and the Content, you agree to accept such risks and agree that the Company and its affiliates, or any of its or their respective licensors or service providers, are not responsible for any acts or omissions of other users of the Services or users or persons participating in ride shares. 

 

20.       Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES OR THE CONTENT OR ANY RIDE OR SHARED RIDE YOU SET UP OR FIND THROUGH THE SERVICES FOR: (A) PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; OR (B) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, OR THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

WHILE TRANSPORT PROVIDERS PROVIDE YOU WITH THEIR TRANSPORTATION SERVICES VIA THE SERVICES, IT IS YOUR CHOICE WHETHER TO USE THEIR SERVICES OR NOT AND WE ARE NOT RESPONSIBLE FOR ANY TRANSPORTATION SERVICES THAT MAY BE ACCESSED VIA THE SERVICES. ANY ISSUE THAT YOU MAY HAVE WITH ANY SUCH TRANSPORT PROVIDER SHOULD BE ADDRESSED TO THAT TRANSPORT PROVIDER AND WILL BE SUBJECT TO THAT TRANSPORT PROVIDER’S TERMS AND CONDITIONS AND LIABILITY PROVISIONS.

 

THE PARTIES AGREE THAT WITH RESPECT TO ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO ANY PART OF THIS AGREEMENT, THE PRIVACY NOTICE, THE SERVICE TERMS OR THE SERVICES, UNLESS SUCH CAUSE OF ACTION COMMENCES WITHIN TWELVE (12) MONTHS AFTER SUCH CAUSE OF ACTION ACCRUES (OR THE SHORTEST PERIOD OF TIME OTHERWISE PERMITTED UNDER APPLICABLE LAW, WHICHEVER IS SHORTER), SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

 

21.       Indemnification

You agree to indemnify, defend, and hold harmless the Company, its affiliates, and its and their respective directors, officers, employees, contractors, agents, representatives, successor and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to: (a) your use or misuse of the Services and the Content; (b) your breach of this Agreement, including but not limited to your User Content you submit or make available through the Services; and (c) any personal or property damage caused by you. You and the Company acknowledge that in the event of any third-party claim that the Services and/or the Content or your possession and use of the Services and/or Content infringes that third-party’s intellectual property rights, the Company, and not the Third Party Outlet(s), will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

 

22.       General.

This Agreement and the Privacy Notice constitute the entire agreement between you and the Company with respect to the Services and the Content and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Services and the Content. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

 

23.       Assignment.

You may not assign or transfer your rights in and to the Services, without our prior written consent. We may assign our rights in and to the Services, to any third party at our sole discretion, provided that such third party undertakes to comply with our obligations to you under this Agreement.

 

24.       Severability.

If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

 

25.       Governing Law.

This Agreement is governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule.

 

26.       Arbitration and Class Action Waiver.

(a) Informal Process First.  You agree that in the event of any dispute between you and the Company, you will first contact the Company and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.

 

(b) Arbitration Agreement and Class Action Waiver.  After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of the Company’s services and/or products, including the Services, will be resolved by arbitration. You and the Company agree that any Claim will be finally settled by final and binding arbitration, and not in a court of law, using the English language, administered by the American Arbitration Association (the “AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of this Agreement. The AAA Rules are available at https://www.adr.org/sites/default/files/document_repository/Consumer_Ru…) or by calling the AAA at 1-800-778-7879. A party that desires to initiate arbitration hereunder must provide the other party with a written claim for arbitration as specified in the AAA Rules. The Arbitration will be handled by a sole arbitrator (“Arbitrator”) in accordance with the AAA Rules. The parties agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Section 26, including any claim that all or any part of this Section 26 is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether this Agreement is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Any arbitration under this Agreement will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to this Agreement, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and the Company will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.

 

(c) Costs of Arbitration. Payment for any and all reasonable AAA filing, administrative and arbitrator fees will be in accordance with the AAA Rules. If the value of your claim does not exceed US$10,000, the Company will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.

 

(d) Arbitrator's Decision. The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. The Company will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys' fees and expenses if you prevail in arbitration.

 

(e) Opt-Out. If you do not want to arbitrate disputes with the Company and you are an individual, you may opt out of the arbitration requirement in this Section 26 by sending an e-mail to mobility.apps.support@here.com within thirty (30) days of the first of the date you access or use the Service.

 

 

(f) Severability and Survival. In addition to the severability provisions set forth in Section 24 above, if any portion of this Section 26 is found to be unenforceable or unlawful for any reason, (i) the unenforceable or unlawful provision shall be severed from this Agreement; (ii) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 26 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 26; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

 

27.       Export Control.

You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

 

28.       California Residents.

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

 

29.       Relationship Between You and the Company.

This Agreement and your use of the Services, do not, and shall not be construed as creating any relationship, joint venture, partnership, employment, or agency in any way and of any kind between you and the Company. Your access and use of the Services is intended for your enjoyment and benefit and the provision of the Services to you (subject to your compliance with this Agreement) constitutes the sole and sufficient consideration that you are entitled to receive for any User Data or other contributions you have made to the Services, or any part thereof.

 

30.       Notice.

If you have any questions or concerns about this Agreement or the Services, please contact us via email at mobility.apps.support@here.com or at:

 

HERE Global B.V.

Kennedyplein 222-226

5611 ZT Eindhoven

The Netherlands

 

31.       Third Party Outlets.

When you access and use the Services from your Device(s), you agree that:

 

(a) The Services are made available to you via third parties, including Apple, Inc.’s “App Store” or Google, Inc.’s “Google Play” store (collectively, the “Third Party Outlets”).

 

(b) This Agreement is between you and the Company only. Third Party Outlets have no obligations to you or responsibility for the Services, including without limitation, to any obligation to furnish any maintenance and support services for the Services. We are responsible for addressing any claims of any user or any third party relating to the Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

 

(c) The Third Party Outlets and their subsidiaries are third-party beneficiaries of this Agreement, and that upon your acceptance of this Agreement, each Third Party Outlet will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.

 

32.       No Third-Party Rights.

This Agreement is solely between you, as the user of the Services, and the Company.  Except as described in Section 31 of this Agreement, nothing in this Agreement, express or implied, is intended to or does create any rights in any other person or confer upon any other person any benefits, rights, or remedies, and no person is or is intended to be a third-party beneficiary.