UNDRIVEABLE™ TERMS AND CONDITIONS
Last updated: December 16, 2020
PLEASE READ THESE USER TERMS CAREFULLY BEFORE DOWNLOADING THE UNDRIVEABLE APPLICATION AND/OR USING OUR WEBSITE AND/OR SERVICE.
The UNDRIVEABLE Terms and Conditions (“User Terms”) constitute a legally binding agreement between CAR ADVISOR LLC, d/b/a UNDRIVEABLE™. (“UNDRIVEABLE” “we”, “us”, or “our”), the owner and operator of the www.UNDRIVEABLE.com website and its related software application and platform (hereafter, collectively referred to as the “UNDRIVEABLE Service”) and you (“you” or “your”), the user of the
UNDRIVEABLE Service. BY USING THE UNDRIVEABLE SERVICE IN ANY FORM OR FASHION (INCLUDING, WITHOUT LIMITATION, NAVIGATING UNDRIVEABLE.COM OR UTILIZING THE UNDRIVEABLE MOBILE APPLICATION OR ONLINE PLATFORM), YOU ACKNOWLEDGE AND AGREE TO THESE USER TERMS, AND UNDRIVEABLE PRIVACY POLICY, WHICH CAN BE FOUND AT HTTP://WWW.UNDRIVEABLE.COM/PRIVACY-POLICY/ AND WHICH ARE INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, YOU MAY NOT USE THE UNDRIVEABLE SERVICE.
THE USER TERMS ARE INTENDED FOR ALL USERS OF THE UNDRIVEABLE SERVICE, INCLUDING THOSE WHO ARE SIMPLY NAVIGATING THE WEBSITE OR THOSE WHO REGISTER AN ACCOUNT. HOWEVER, DIFFERENT SECTIONS OF THE USER TERMS AFFECT USERS DIFFERENTLY, SO PLEASE BE SURE TO READ THESE TERMS AND CONDITIONS CAREFULLY.
IMPORTANT NOTICE: YOUR USE OF the UNDRIVERABLE SERVICE IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 21 OF THESE USER TERMS, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. Please carefully review Section 21 of these User Terms for more information.
1. UNDRIVEABLE™ Service Overview.
UNDRIVEABLE™ provides an online platform whereby users can connect with service providers who offer roadside assistance, repairs and tow services (hereafter, “Providers”). Users can access the UNDRIVEABLE Service through the use of the UNDRIVEABLE.com website, the UNDRIVEABLE mobile application or through certain third-party sites or services. UNDRIVEABLE is not directly involved in or otherwise a party to any transactions that may take place between users and Providers. UNDRIVEABLE has no control over the quality, safety, or legality of any aspect of Providers’ services or offerings or any claims made by Providers about the services they offer, the truth or accuracy of warranties or pricing supplied by Providers to UNDRIVEABLE, the ability of Providers to provide the services offered, or the ability of users to pay for Provider’s services. UNDRIVEABLE is not a broker, agent or insurer for any users or Providers. UNDRIVEABLE makes no representations, warranties or guarantees regarding any content or information provided by users or Providers. We encourage you to communicate directly with potential transaction partners through the tools available within UNDRIVEABLE Services. All purchases made by users from Providers are made at each party’s own risk. UNDRIVEABLE has customer information and privacy policies as set forth in its Privacy Policy. Please review our privacy policy for more information.
2. Registration for UNDRIVEABLE™ Service.
Registration with the UNDRIVEABLE Service is subject to the following additional terms and conditions:
(a) Eligibility: By registering with UNDRIVEABLE, you represent and warrant that all registration information you submit, including, without limitation, your first and last name, mobile telephone number, vehicle information (make, model, year, etc.), and credit card or financial account payment information is completely accurate and truthful. UNDRIVEABLE may, in our sole discretion, refuse to offer access to or use of the UNDRIVEABLE Services to any party and change the eligibility criteria at any time. By registering with UNDRIVEABLE, you represent that if you are an individual, you are of legal age to enter into a binding contract and that if you are registering on behalf of a legal entity, that you are authorized to enter into, and bind the entity to, these User Terms and register for the UNDRIVEABLE Service.
(b) Security of Registration Information: You are solely responsible for maintaining the security and correctness of your registration information. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify UNDRIVEABLE of any unauthorized use of your password or any breach of security. You also agree that UNDRIVEABLE shall not be liable for any loss or damage arising from your failure to keep your password secure. The UNDRIVEABLE Service may allow you to store your login credentials in your web browser (or in-app) so that you can be automatically logged in each time you access the UNDRIVEABLE Service. If someone else has access to your computer, smart phone, or web browser, the automatic login feature may allow that person to have access to your account. You are responsible for any damages to UNDRIVEABLE, our Provider or the UNDRIVEABLE Service resulting from unauthorized access to the UNDRIVEABLE Service from your account and we will have no liability to you or any third party for damages or loss related to such unauthorized access or use.
(c) Compliance: You agree to comply with all federal, state, and local laws regarding online conduct and acceptable content. In addition, you must abide by our policies as stated in the User Terms as well as all other operating rules, policies and procedures that may be published from time to time via the UNDRIVEABLE Service, each of which is incorporated herein by reference and each of which may be updated by UNDRIVEABLE from time to time without notice to you.
3. How to use the UNDRIVEABLE™ Service.
The UNDRIVEABLE Service offers you a platform to send a request for roadside assistance, repairs or tow services to a Provider. The GPS receiver, which should be installed on the mobile device (smart phone), or Internet Protocol address on your computer, requests your permission to detect your location and sends your location information to the relevant Provider. The Provider has sole and complete discretion to accept or reject each request for service. The Provider also has sole and complete discretion over whether to use the UNDRIVEABLE Service to receive the leads generated through the UNDRIVEABLE platform. If the Provider accepts a request, the UNDRIVEABLE mobile application notifies you and provides information regarding the Provider – including vehicle information, and the ability to contact the Provider by telephone or text message via a masked number. You phone number will not be provided without your consent.
Once you select a Provider, please note the following:
PAYMENT AUTHORIZATION: UNDRIVEABLE may place an immediate payment authorization to your credit card account in the estimated amount of the service (or in the case of third-party payment, for any costs not covered by a third party). The final charge to your credit card account may differ from this initial estimate and authorization.
CANCELLATION
You may cancel your request at any time until the Provider’s quote is accepted. Once accepted, you may only cancel by contacting the Provider by phone and requesting the cancellation. The Provider is not obligated to cancel the job once they are en route and you may therefore be responsible for up to 100% of the costs quoted or incurred.
If the Provider arrives at the requested location and cannot complete the requested service, cancellation is subject to a $30 non-refundable charge.
You will be charged the full amount of the quoted service price for any of the following cancellation instances/reasons: Provider is on scene and you cancel for any reason; Provider determines you have inaccurately stated the conditions of your vehicle thus the cost of service will be higher than initially quoted and you cancel service; you are Gone On Arrival (GOA) and/or fail to cancel service.
ADDITIONAL CHARGES:
To the extent your description of the services needed and/or conditions impacting your vehicle are deficient, inaccurate or otherwise misstated and/or the services required are more extensive than your description indicated, the price quote provided through the UNDRIVEABLE mobile application shall not be binding and you are responsible for paying for any additional services needed and/or requested.
For the avoidance of doubt: UNDRIVEABLE itself does not provide any roadside assistance or tow services, and UNDRIVEABLE is not a services carrier. Any roadside assistance and/or tow services are through the Provider. UNDRIVEABLE solely provides the platform through which you and the Provider can learn about each other. The provision of the services by the Provider to you is therefore subject to any agreement that you choose to enter into with the Provider. UNDRIVEABLE is never a party to any such agreement and you hereby agree to release UNDRIVEABLE from all liability and claims arising from any acts or omissions of Provider.
4. Your Use of the UNDRIVEABLE™ Service.
By using the UNDRIVEABLE Services, you agree to the following restrictions on your use of the UNDRIVEABLE Service:
You warrant that the information you provide to UNDRIVEABLE is accurate and complete. UNDRIVEABLE is entitled at all times to verify the information that you have provided and to refuse the UNDRIVEABLE Service for any reason or no reason. You may only access the UNDRIVEABLE Service using authorized means. UNDRIVEABLE is not liable if you do not have a compatible mobile device or computer.
Your access to the Undriveable Service is provided on a temporary basis with no guarantee of future availability or continued right to access. You agree that we may immediately suspend or terminate your access to the Undriveable Service or any part thereof. Cause for such measures include, without limitation: (1) breach or violation of these User Terms, or other incorporated agreements or guidelines; (2) discontinuance or material modification to the UNDRIVEABLE Service; (3) unexpected technical or security issues or problems; (4) extended periods of inactivity; (5) your engagement in fraudulent or illegal activities (6) you rattempt to access the UNDRIVEABLE Service with an incompatible or unauthorized device or computer. You further agree that such measures may be taken in our sole discretion and without liability to you or any third party.
You will only use the UNDRIVEABLE Service for your sole, personal use and will not resell it to a third party;
You will not authorize others to use your account;
You will not assign or otherwise transfer your account to any other person or legal entity;
You will not use an account that is subject to any rights of a person other than you without appropriate authorization;
You will not use the UNDRIVEABLE Service for unlawful purposes, including but not limited to sending or storing any unlawful material or for fraudulent purposes;
You will not use the UNDRIVEABLE Service to cause nuisance, annoyance or inconvenience;
You will not try to harm the UNDRIVEABLE Service or impair the proper operation of any related network, platform or application in any way whatsoever;
You will not copy, or distribute the UNDRIVEABLE Service or any portion or feature thereof without advance written permission from UNDRIVEABLE;
You will keep secure and confidential your account password or any identification we provide you which allows access to the UNDRIVEABLE Service;
You will provide us with whatever proof of identity we may reasonably request;
You will only use an access point or 3G data (or later) account which you are authorized to use;
You are aware that when requesting services by SMS (if available in your jurisdiction), standard messaging charges will apply;
You will not use the UNDRIVEABLE Service with an incompatible or unauthorized device or computer;
You will comply with all applicable laws and regulations while using the UNDRIVEABLE Service. UNDRIVEABLE reserves the right to immediately terminate the UNDRIVEABLE Service should you not comply with any of the foregoing.
You will comply with all applicable law from your home nation, the country, state and/or city in which you are present while using the Application or Service. UNDRIVEABLE reserves the right to immediately terminate the Service and the use of the Application should you not comply with any of the foregoing.
5. Payment
Use of the UNDRIVEABLE Service without obtaining Provider services is free of charge for users. UNDRIVEABLE reserves the right to introduce certain fees in the future. However, UNDRIVEABLE shall provide you with prior written notice of such fees.
The rates for the services charged by Providers can be accessed through the UNDRIVEABLE Service. These may be modified or updated by UNDRIVEABLE from time to time. It is your own responsibility to remain informed about the current rates for the services.
You agree that you will pay for all services you purchase from the Provider, and that UNDRIVEABLE may charge your credit card account as provided by you when registering for the UNDRIVEABLE Service for the Provider services, including any taxes and late fees, as applicable, that may be accrued by or in connection with your account. You are responsible for the timely payment of all fees and for providing UNDRIVEABLE with a valid credit card account for payment of all fees at all times. All payments are non-refundable, subject to applicable law. If you want to use a different payment method than the one you signed up to use during registration, or if there is a change in your credit card validity or expiration date, you may edit your payment method information by logging in to your account and viewing your account details or by contacting us.
UNDRIVEABLE uses a third-party payment processor (the “Payment Processor”) to link your credit card account to the UNDRIVEABLE Service. The processing of payments or credits, as applicable, in connection with your use of the UNDRIVEABLE Service will be subject to the terms, conditions and privacy policies of the Payment Processor and your credit card issuer in addition to these User Terms. UNDRIVEABLE is not responsible for any errors by the Payment Processor and you hereby agree to release UNDRIVEABLE from all liability arising from any acts or omissions of Payment Processor. In connection with your use of the UNDRIVEABLE Service, UNDRIVEABLE will obtain certain transaction details, which shall be maintained in accordance with UNDRIVEABLE’s Privacy Policy. If any bank or other financial institution refuses to honor any payment of yours, we or our Payment Processor may charge you a fee up to the maximum amount permitted under applicable law.
6. No Employment/Agent/Broker Relationship.
UNDRIVEABLE is not an employment service and does not serve as an employer of any user of the UNDRIVEABLE Service or Provider. UNDRIVEABLE is not liable for any tax or withholding, including but not limited to unemployment insurance, employer’s liability, social security or payroll withholding tax in connection with any use of the UNDRIVEABLE Service or Provider’s services. No brokerage, agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by these User Terms. Without limiting the foregoing, except as expressly set forth herein, UNDRIVEABLE is not acting and does not act as an agent or broker for any users, Providers, or any other user of the UNDRIVEABLE Service.
7. Indemnification.
By using the UNDRIVEABLE Service, you agree that you shall defend, indemnify and hold UNDRIVEABLE, its affiliates, its licensors, and each of their officers, directors, other users, employees, attorneys and agents (“Released Parties”) harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) your violation or breach of any term of these User Terms or any applicable law or regulation, whether or not referenced herein; (b) your violation of any rights of any third party, including Providers arranged via the UNDRIVEABLE Service, (c) your use or misuse of the UNDRIVEABLE Service, or (d) your negligence or willful misconduct.
8. Liability Limitation.
BY USING THE UNDRIVEABLE SERVICE OR ANY PORTION THEREOF, YOU AGREE THAT RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR: (i) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF PROPERTY, DAMAGE TO PROPERTY, LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; AND (ii) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING, BUT NOT LIMITED TO, LOSS OR DAMAGE AS A RESULT OF (a) ANY CHANGES WHICH WE MAY MAKE TO THE UNDRIVEABLE SERVICE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN PROVIDING THE UNDRIVEABLE SERVICE (OR ANY SERVICES OFFERED THROUGH OR FEATURES OF THE UNDRIVEABLE SERVICE), (b) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE UNDRIVEABLE SERVICE, (c) YOUR FAILURE TO PROVIDE UNDRIVEABLE WITH ACCURATE ACCOUNT INFORMATION, (d) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, (e) YOUR USE OR MISUSE OF THE UNDRIVEABLE SERVICE, (f) ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, (g) HYPERLINKS TO WEB SITES OR CONTENT OR RESOURCES PROVIDED BY COMPANIES OR PERSONS OTHER THAN UNDRIVEABLE. THESE FOREGOING LIMITATIONS ON OUR LIABILITY SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING; (h) PROVIDER RELATED DAMAGES OR LOSSES INCLUDING, BUT NO LIMITED TO, DAMAES OR LOSSES CAUSED BY PROVIDER: (I) FAILING TO ARRIVE AT YOUR LOCATION, OR TO ARRIVE ON TIME, (II) CHARGING RATES THAT ARE ABOVE PREVAILING MARKET RATES FOR SERVICES OF A SMILAR NATURE, (III) CAUSING DAMAGE TO YOUR PROPERTY OR PERSON (WHETHER NEGLIGENT OR OTHERWISE), (IV) FAILING TO PERFORM SERVICES ACCURATELY, COMPLETELY, OR WITHOUT FAULT; (V) FAILING TO OTHERWISE PERFORM IN A PROFESSIONAL, WORKMANLIKE MANNER AT ALL TIMES DURING THE PROVISON OF SERVICES.
NOTWITHSTANDING THE FOREGOING, THE CUMULATIVE LIABILITY OF RELEASED PARTIES TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE USER TERMS OR YOUR USE OF THE UNDRIVEABLE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED $100. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE USER TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW FOR LIMITED LIABILITY OR EXCLUSION OF IMPLIED WARRANTIES, SO NOT ALL OF THE LIMITATIONS IN THESE USER TERMS MAY APPLY TO YOU. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN THE PARTIES HERETO, THAT THE PARTIES HAVE RELIED UPON SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY, AND THAT ABSENT SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY, THE TERMS AND CONDITIONS OF THESE USER TERMS WOULD BE SUBSTANTIALLY DIFFERENT.
IF YOU ARE A CALIFORNIA RESIDENT OR COULD OTHERWISE CLAIM THE PROTECTIONS OF CALIFORNIA LAW, YOU FURTHER EXPRESSLY WAIVE THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO THE CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND SECTION 1542 OF THE CALIFORNIA CIVIL CODE, AND YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER THAT SECTION AND ANY LAW OF ANY JURISDICTION OF SIMILAR EFFECT WITH RESPECT TO YOUR RELEASE OF ANY CLAIMS YOU MAY HAVE AGAINST RELEASED PARTIES.
9. Disclaimer.
The information, recommendations and/or services provided to you on or through the UNDRIVEABLE Service is for general informational purposes only and does not constitute advice. UNDRIVEABLE does not guarantee continuous, uninterrupted access to the UNDRIVEABLE Service. Although UNDRIVEABLE attempts to maintain the integrity and accuracy of the information accessible through the UNDRIVEABLE Service, we make no guarantees as to its correctness, completeness, or accuracy. Furthermore, we make no guarantees as to the reliability or availability of the UNDRIVEABLE Service. We do not guarantee, represent, or warrant that our Service will always be available. We are not liable to you or any third party for damages or losses related to our Service being unavailable. Portions of the UNDRIVEABLE Service may contain typographical errors, inaccuracies, or other errors or omissions. Also, unauthorized additions, deletions, or alterations could be made to the UNDRIVEABLE Service by other users or third parties without UNDRIVEABLE’s knowledge. UNDRIVEABLE cannot and does not guarantee that (the contents of) the UNDRIVEABLE Service (including the UNDRIVEABLE website and the UNDRIVEABLE mobile application) are free of errors (both human or technological), defects, malware and viruses. UNDRIVEABLE reserves the right to cancel any payment, even if it has been previously confirmed by us in writing, as a result of incorrect or mistaken pricing or product or service description or other error. If we do cancel a payment, you will receive a full refund or credit as appropriate and you acknowledge and agree that a refund or credit is your sole remedy.
The quality of the services requested through the use of the UNDRIVEABLE Service is entirely the responsibility of the Provider who ultimately provides such services to you. UNDRIVEABLE under no circumstance accepts liability in connection with and/or arising from the services provided by the Provider or any acts, action, behavior, conduct, and/or negligence on the part of the Provider, including but not limited to the Provider not arriving at your requested location or any accident or damage or similar occurrence caused by the Provider. You hereby agree to release UNDRIVEABLE from all liability and claims arising from the foregoing. Any complaints about the services provided by the Provider should therefore be submitted to the Provider.
UNDRIVEABLE AND ITS AFFILIATES PROVIDE THE UNDRIVEABLE SERVICE “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE UNDRIVEABLE SERVICE IS AT YOUR SOLE RISK AND THAT UNDRIVEABLE AND ITS AFFILIATES DO NOT REPRESENT OR WARRANT TO YOU THAT: (i) YOUR USE OF THE UNDRIVEABLE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF THE UNDRIVEABLE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR (BOTH HUMAN OR TECHNOLOGICAL); (iii) ANY INFORMATION OR RESULTS OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE UNDRIVEABLE SERVICE WILL BE ACCURATE OR RELIABLE; AND (iv) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS A PART OF THE UNDRIVEABLE SERVICE WILL BE CORRECTED. UNDRIVEABLE AND ITS AFFILIATES SPECIFICALLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM UNDRIVEABLE OR ITS AFFILIATES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE USER TERMS. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
10. License Grant, Restrictions and Copyright Policy.
For purposes of these User Terms, the following definitions apply:
“Content” means all content featured or displayed, including, but not limited to, logos, icons, trademarks, text, graphics text, graphics, photographs, images, moving images, sound, illustrations, music, software (excluding the UNDRIVEABLE mobile application), opinion, remarks, comments, artwork, links, questions, suggestions, information or other materials.
“UNDRIVEABLE Content” means Content owned or used by UNDRIVEABLE, its affiliates or licensors and made available through the UNDRIVEABLE Service (including the UNDRIVEABLE website and UNDRIVEABLE mobile application), including any Content licensed from a third party, but excluding User Content.
“User Content” means Content that an UNDRIVEABLE user posts, uploads, publishes, submits or transmits to be made available on the UNDRIVEABLE website or through the UNDRIVEABLE Service.
“Collective Content” means, collectively, UNDRIVEABLE Content and User Content.
Subject to your compliance with these User Terms, UNDRIVEABLE grants you a limited, non-exclusive, non-transferable, non-sublicensable license:
to view, download and print any UNDRIVEABLE Content solely for your personal and non-commercial purposes; and to view any User Content to which you are permitted access solely for your personal and non-commercial purposes.
You may not use, copy, adapt, modify, create derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, reproduce, transmit, stream, broadcast or otherwise exploit the UNDRIVEABLE Service or Collective Content, except as expressly permitted in these User Terms. You may not reuse any Collective Content without first obtaining the written consent of UNDRIVEABLE. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by UNDRIVEABLE or its licensors, except for the licenses and rights expressly granted in these User Terms.
11. License Granted by User.
We may, in our sole discretion, permit users to post, upload, publish, submit or transmit User Content on the UNDRIVEABLE Service. User Content will be deemed non-confidential and non-proprietary. Accordingly, UNDRIVEABLE shall have the right and you hereby grant UNDRIVEABLE the non-exclusive, royalty-free, transferable, irrevocable, perpetual right to use, copy, publicly display, publicly perform, modify, adapt, translate, distribute, sublicense through multiple tiers, dispose of, assign, create derivative works of and otherwise use or exploit, for any purpose, in any medium and throughout the world, any Content that you post, upload, publish, submit or transmit to be made available on the UNDRIVEABLE website or through the UNDRIVEABLE Service (“License Grant”). You represent and warrant that any Content posted or transmitted by you does not and will not infringe any third party rights, including any intellectual property rights, rights of privacy or personality rights and does not contain any defamatory content. Furthermore, you represent and warrant that you have obtained all necessary permission to post any such Content and to grant UNDRIVEABLE the rights granted in the License Grant without restriction.
You acknowledge that UNDRIVEABLE only acts as a passive conduit for the distribution of the User Content and is not responsible or liable to you or to any third party for the content or accuracy of the User Content. UNDRIVEABLE does not continuously monitor User Content published by you or any other user or moderate between users and UNDRIVEABLE is under no obligation to do so. Without limiting the foregoing, you acknowledge and agree that any remarks, opinions, comments, suggestions and other information expressed or included in the User Content do not necessarily represent those of UNDRIVEABLE. Any use by you of the User Content is entirely at your own risk.
You agree to indemnify and hold harmless UNDRIVEABLE, its affiliates and licensors against all costs, expenses, damages, losses and liabilities incurred or suffered by UNDRIVEABLE or its affiliated companies related to any Content posted or transmitted by you or your other use of the UNDRIVEABLE Service.
UNDRIVEABLE reserves the right at its sole discretion to block or remove (in whole or in part) any User Content which UNDRIVEABLE believes is not in accordance with these User Terms (including materials which infringe or may infringe third party intellectual property rights, rights of privacy or personality rights), or is otherwise unacceptable to UNDRIVEABLE.
12. UNDRIVEABLE Mobile Application License.
Subject to your compliance with these User Terms, UNDRIVEABLE grants you a limited non-exclusive, non-transferable license to use the UNDRIVEABLE mobile application and to access the UNDRIVEABLE Service via a single mobile device or computer that you own or control and to run such copy of UNDRIVEABLE mobile application solely for your own personal use.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the UNDRIVEABLE mobile application in any way; (ii) modify or make derivative works based upon the UNDRIVEABLE Service or UNDRIVEABLE mobile application; (iii) create Internet “links” to the Service or “frame” or “mirror” the UNDRIVEABLE mobile application on any other server or wireless or Internet-based device; (iv) reverse engineer or access the UNDRIVEABLE mobile application in order to (a) design or build a competitive product or service, (b) design or build a product using similar ideas, features, functions or graphics of the UNDRIVEABLE Service or UNDRIVEABLE mobile application, or (c) copy any ideas, features, functions or graphics of the UNDRIVEABLE Service or UNDRIVEABLE mobile application, or (v) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the UNDRIVEABLE Service or UNDRIVEABLE mobile application.
You shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the UNDRIVEABLE Service or the data contained therein; or (v) attempt to gain unauthorized access to the UNDRIVEABLE Service or its related systems or networks.
UNDRIVEABLE will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. UNDRIVEABLE may involve and cooperate with law enforcement authorities in prosecuting users who violate these User Terms. You acknowledge that UNDRIVEABLE has no obligation to monitor your access to or use of the UNDRIVEABLE Service or Collective Content or to review or edit any Collective Content, but has the right to do so for the purpose of operating the UNDRIVEABLE Service, to ensure your compliance with these User Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. UNDRIVEABLE reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that UNDRIVEABLE, at its sole discretion, considers to be in violation of these User Terms or otherwise harmful to the UNDRIVEABLE Service.
13. Intellectual Property Ownership.
UNDRIVEABLE (and its licensors, where applicable) own all right, title and interest, including all related intellectual property rights, in and to the UNDRIVEABLE Service (including the UNDRIVEABLE website and UNDRIVEABLE mobile application) and any suggestions, ideas, enhancement requests, Feedback, recommendations or other information provided by you or any other party relating to the UNDRIVEABLE Service, in which you hereby assign all rights, title and interest to UNDRIVEABLE.
These User Terms do not constitute a sale and do not convey to you any rights of ownership in or related to the UNDRIVEABLE Service or any intellectual property rights owned by UNDRIVEABLE. UNDRIVEABLE’s name, logo, and the product names associated with the UNDRIVEABLE Service are trademarks of UNDRIVEABLE, its affiliated companies or third parties, and no right or license is granted to use them.
We welcome your comments, feedback, information, or materials regarding the Undriveable Service or any of our other products or services (collectively, “Feedback”). Your Feedback will become our property upon your submission to us. By submitting your Feedback to us, you agree to assign, and hereby irrevocably assign to us, all right, title, and interest in and to the Feedback and all copyrights and other intellectual property rights embodied in such Feedback on a worldwide basis. We will be free to use, copy, distribute, publish and modify your Feedback on an unrestricted basis, without compensation to you. Moreover, you hereby assign or waive, as the case may be, any moral rights that you may have in or to the Feedback.
14. App Store Sourced Application.
With respect to any application accessed through or downloaded from the Apple App Store (“App Store Sourced Application”), you agree that you will use the App Store Sourced Application only: (i) on an Apple-branded product that runs iOS (Apple’s proprietary operating system software); and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. UNDRIVEABLE reserves all rights in and to the application not expressly granted to you under these User Terms.
You acknowledge and agree that (i) these User Terms are valid between you and UNDRIVEABLE only, and not Apple, and (ii) UNDRIVEABLE, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will, where applicable, refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between UNDRIVEABLE and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of UNDRIVEABLE.
You and UNDRIVEABLE acknowledge that, as between UNDRIVEABLE and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
You and UNDRIVEABLE acknowledge that, in the event of any third party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between UNDRIVEABLE and Apple, UNDRIVEABLE, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these User Terms.
You and UNDRIVEABLE acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries relating to your license of the App Store Sourced Application, and that, upon your acceptance of these User Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the rights under these User Terms as related to your license of the App Store Sourced Application against you as a third party beneficiary thereof.
Without limiting any other provisions of these User Terms, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.
15. Third Party Interactions.
During the use of the UNDRIVEABLE Service, links to websites that are owned and controlled by third parties may be provided from time to time in order to enter into correspondence with, purchase goods or services from, participate in promotions of third parties, including Providers. These links take you off the UNDRIVEABLE Service and are beyond UNDRIVEABLE’s control.
During use of the UNDRIVEABLE Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party service providers, advertisers or sponsors showing their goods and/or services through a link on the UNDRIVEABLE Service. These links take you off the UNDRIVEABLE Service and are beyond UNDRIVEABLE’s control. The websites you can link to have their own separate terms and conditions as well as a privacy policy. UNDRIVEABLE is not responsible and cannot be held liable for the content and activities of these websites. You therefore visit or access these websites entirely at your own risk.
Please note that these other websites may send their own cookies to users, collect data or solicit personal information, and you are therefore advised to check the terms of use or privacy policies on those websites prior to using them.
16. Termination of the Agreement.
The agreement between UNDRIVEABLE and you embodied by these User Terms may be terminated at any time.
If you wish to terminate the Agreement, you must permanently delete the UNDRIVEABLE mobile application installed on your smart phone, thus disabling your use of the UNDRIVEABLE Service.
UNDRIVEABLE is entitled to terminate the Agreement at any time and with immediate effect (by disabling your use of the UNDRIVEABLE Service). UNDRIVEABLE is not obliged to give notice of the termination of the Agreement in advance. After termination UNDRIVEABLE will give notice thereof if required by these User Terms.
17. Invalidity of one or more provisions.
If any provision of these User Terms should be held to be unenforceable or invalid for any reason, then such provision or portion thereof shall be modified or deleted in such manner as to render these User Terms (as modified) legal and enforceable to the maximum extent permitted under applicable laws.
18. Modification of the Service and User Terms.
UNDRIVEABLE may change these User Terms and will post the modified terms (which shall then become the agreement between you and UNDRIVEABLE) with the new effective date listed above. UNDRIVEABLE will also give you prior notice that the User Terms have been changed using the contact information provided by you. Therefore, you agree to keep your account information up-to-date. UNDRIVEABLE also encourages you to check the terms of these User Terms from time to time to see if they have been updated. If you do not agree to the modified User Terms, your sole recourse is to stop using the UNDRIVEABLE Services. Your continued use of the UNDRIVEABLE Services after the date the modified User Terms are posted will constitute your acceptance of the modified User Terms.
19. Notice.
UNDRIVEABLE may give notice by means of a general notice on the UNDRIVEABLE Service or mobile application, or by electronic mail to your email address on record in UNDRIVEABLE’s account information, or by written communication sent by regular mail to your address on record in UNDRIVEABLE’s account information.
We use and rely upon electronic records and electronic signatures for the execution and delivery of these User Terms and any other agreements, undertakings, notices, disclosures or other documents, communications or information of any type sent or received in accordance with these User Terms and in performing our obligations and exercising our rights under these User Terms. You agree not to contest the authorization for, or validity or enforceability of, electronic records and electronic signatures, or the admissibility of copies thereof, under any applicable law relating to whether certain agreements, files, or electronic records are to be in writing or signed by you to be bound thereby. You will bear your own costs and expenses in conducting business electronically, and will undertake all steps necessary, including software, hardware, and other equipment upgrades and purchases, in order to be able to conduct business electronically.
20. Assignment.
You may not assign your rights under these User Terms without prior written approval of UNDRIVEABLE.
21. Applicable law and Dispute Resolution.
The User Terms and the resolution of any dispute related to these User Terms will be governed and interpreted by and under the laws of the State of Kansas, without giving effect to any conflicts of laws principles that require the application of the law of a different state.
You and UNDRIVEABLE agree to resolve any disputes between us in accordance with this Section 21. If you believe that UNDRIVEABLE has not adhered to the User Terms or you have any dispute with UNDRIVEABLE, please contact UNDRIVEABLE using the contact information provided below. We will do our best to address your concerns and each party agrees to attempt to resolve any disputes with the other amicably.
Except as provided herein, you and UNDRIVEABLE agree that we will resolve any disputes between us that we cannot resolve as provided above through binding and final arbitration instead of through court proceedings. All such controversies, claims, counterclaims, or other disputes arising between you and UNDRIVEABLE relating to the UNDRIVEABLE Services or these User Terms (each a “Claim”) shall be submitted for binding arbitration in accordance with the rules of the American Arbitration Association (“AAA”). If AAA is not available to arbitrate, the parties shall agree to select an available alternative dispute resolution provider (“ADR Provider”) and the rules of such provider shall govern all aspects of the arbitration. The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs, documents, or other evidence submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.
For any claim where the total amount of the award sought is $10,000 or less, the AAA (or ADR Provider, if applicable), you and UNDRIVEABLE must abide by the following rules: (a) the arbitration will be conducted solely based on written submissions; and (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA (or ADR Provider, if applicable) rules, and the hearing (if any) will be held in a location reasonably convenient to both parties unless the parties agree otherwise on a specific location.
If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, UNDRIVEABLE will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
This arbitration agreement does not preclude you from seeking action by federal, state, or local government agencies. You and UNDRIVEABLE also have the right to bring qualifying claims in small claims court. In addition, you and UNDRIVEABLE retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these User Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these User Terms.
Neither you nor UNDRIVEABLE may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your and/or UNDRIVEABLE’s individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
If any provision of this Section 21 is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section 21 shall continue in full force and effect. No waiver of any provision of this Section 21 will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of this User Terms. This Section 21 will survive the termination of this User Terms or your relationship with UNDRIVEABLE.
THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION OR TO HAVE A TRIAL BY JURY, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM AND THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES OR THE RULES OF AN ADR PROVIDER.
22. Entire Agreement
These User Terms and any hyperlinked policies and procedures constitute the entire agreement between you and UNDRIVEABLE with respect to the subject matter hereof and supersede all prior agreements, both oral and written, with respect to the subject matter hereof.
23. Survival
The provisions of these User Terms that by their content are intended to survive the expiration or termination of these User Terms, including, without limitation, provisions governing ownership and use of intellectual property, representations, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination, and interpretation of this agreement, will survive the expiration or termination of these User Terms for their full statutory period.
24. Contact Us.
If you have any questions about the User Terms of the UNDRIVEABLE Service, please contact us at:
11104 W 59th Terrace
Shawnee, KS 66203
25. English Text.
The English text of these User Terms constitutes the sole authentic text. In the event of any discrepancy between the English text and a translation into a foreign language, the English text shall prevail.
© 2021 UNDRIVEABLE