You understand and agree that we may change these Terms at any time without prior notice. You may read a current, effective copy of these Terms at any time by selecting the 'Terms of Service' link on the App. The revised terms and conditions will become effective at the time of posting. Any use of the App, products, or services after such date shall constitute your acceptance of such revised terms and conditions. If any change to these Terms is not acceptable to you, your sole remedy is to cease accessing, browsing, and otherwise using the App, products, or services. We will not be liable if for any reason all or any part of the App, products, or services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the App, products, or services to users, including registered users. You are responsible for making all arrangements necessary on your end to have access to the App, products, or services and ensuring that all persons who access the App, products, or services through your internet connection are aware of and comply with these Terms of Service.
You agree that your access and usage of the App will comply with all applicable federal, state, and local laws, including the California Consumer Privacy Act of 2018, the General Data Protection Regulation (GDPR), and the California Privacy Rights Act (CPRA), and any industry guidance that may be applicable.
PLEASE NOTE THESE TERMS OF SERVICE CONTAIN AN ARBITRATION AGREEMENT THAT GOVERNS HOW CLAIMS BETWEEN YOU AND US CAN BE BROUGHT (SEE “DISPUTE RESOLUTION” SECTION BELOW). THIS MEANS THAT DISPUTES BETWEEN YOU AND US MUST BE HANDLED BY INDIVIDUAL ARBITRATION IF YOU OR WE ELECT, AND THAT YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT, USE A JURY, OR BE PART OF A CLASS ACTION. YOU CAN OPT OUT OF THIS PER DISPUTE RESOLUTION” SECTION BELOW.
1) Eligibility. The App, and our products and services are offered and available to users who are 18 years of age or older. Further eligibility requirements must be met to obtain and use our products and services. By using our App, or accessing and using our products and services, you represent and warrant that you are authorized to access the on behalf of the business for whom you are performing services, and that you are of legal age to form a binding contract with us and meet all the eligibility requirements. If you do not meet all these requirements, you must not access or use the App or our products and services. You further represent and warrant that (a) you or your business are not located or operated 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
2) Compatibility; Performance. To use the App, you must provide your own compatible device with access to an active internet connection via a wireless network and pay any cellular or data service, communication, use, access, and connection fees as may be applicable with such network access. The connection can be Wi-Fi or provided by your mobile network provider, but we cannot take responsibility for the full functionality of the App if you do not have access to the internet. If you are using the app outside of Wi-Fi, the terms of agreement with your mobile network provider will still apply. Data and/or roaming charges may apply. Autonomy is not responsible for paying any fees associated with the foregoing. Application performance can be affected by a variety of factors, such as your location, your device, and the availability and speed of your Internet connection.
3) License. When you download our App, you may do so through a third party's app store to your mobile device solely for your own business commercial use to access and use our products and services. Subject to your acceptance of these Terms and other agreements between you and us, we hereby grant to you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to use the App only in the United States, foreign countries where we offer our products and services, and certain third party or other platforms accessible through the Services. We are offering the App to use for your own business purpose, but you should be aware that you cannot send it on to anyone else, and you are not allowed to copy or modify any part of the App or our trademarks in any way. You are also not allowed to use any robot, spider, crawl, scraper, or other automated means to use or access the App. You agree to only use the App on a device or product that runs the operating system for which the App was intended and in compliance with the applicable app store's terms of service or its equivalents. You acknowledge that these Terms are between you and us and not the applicable app store. We may stop providing the products, services, or the App, and may terminate use of it at any time without giving notice of termination to you. Upon termination, the rights and licenses granted to you in these terms will end.
4) Restrictions. Except where otherwise expressly permitted by applicable law or the licensing terms governing open-sourced components included within the Application, you will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of or included in the Application, documentation, or data related to the Application; modify, translate or create derivative works based on the Application; copy (except for archival purposes), distribute, sublicense, pledge, assign or otherwise transfer or encumber rights to the Application; use the Application for timesharing or service bureau purposes or otherwise for the benefit of a third party or where it could be used by multiple devices at the same time; remove any proprietary notices or labels; attempt to, or assist, authorize, or encourage others to, circumvent, disable, or defeat any of the security features or components of the Application. The foregoing restrictions are applicable to the Application as a whole, all parts of the Application, all updates to the Application, and all Autonomy proprietary materials displayed within the Application.
5) Intellectual Property. As between the parties, the Application, including, without limitation, any and all documentation, images, video, content, trademarks, service marks, trade dress, logos, or other branding, custom graphics, design and user interface elements, scripts, and other materials contained therein or provided in connection therewith, and all modifications, enhancements, and updates thereto, as well as all IP Rights associated with any of the foregoing (collectively, “Autonomy IP“) are owned by Autonomy and/or its third party sponsors, partners, and suppliers. You have no right or license in or to the Autonomy IP other than the right to use the Application, in compliance with these Terms. You may not use, imitate, or copy, in whole or in part, any Autonomy trademark, service mark, trade dress, logo, or other branding without, in each instance, Autonomy’s prior written consent, which may be given or withheld in Autonomy’s sole discretion. All permitted use of the foregoing will inure to the benefit of Autonomy.
6) Customer Information. You will use commercially reasonable efforts to protect all information collected from Customers through the Application from unauthorized access, use, or disclosure. When your use of the Application is no longer authorized, you must delete your account and the Application. “Customer” as used herein, means and refers to any third-party whose personal information or any information related to their Autonomy subscription is available in the Application.
7) Security Breach. In the event of a security breach involving unauthorized access, use, disclosure, or destruction of Customer’s personal data, you will work Autonomy to promptly remedy any security breach, and in the event any security breach involves the Autonomy Application or customer data, you will make no public statement regarding such breach without Autonomy’s prior written consent, unless such public statement is required by law. If you become aware of the breach before Autonomy, you will immediately and promptly notify Autonomy of the breach.
10) Electronic Communication.
- b) You expressly consent and agree that we can contact you using written, electronic, or verbal means, including by manual dialing, emails, in-app messaging, leaving prerecorded/artificial voice messages or using an automatic telephone dialing system to call or text your mobile/cellular telephone number, as necessary to complete transactions requested by you and to service your account and as the law allows, even if those phone numbers are registered by you on any federal or state Do-Not-Call/Do-Not-email registry. You agree that we may use any email address or telephone number you provide as set forth here, now or in the future, including mobile phone numbers. You also agree that we may monitor and record calls regarding your account to ensure the quality of our service or for other reasons. Message and data rates may apply. You may withdraw your consent from account related texts by replying “STOP” at any time to any account related text received from us. By entering a mobile phone number, you certify that this is your number or that you have the authority to provide this number for contact. The account texts we send may be seen by anyone with access to your phone, and you should safeguard the confidentiality of your devices.
11) Ownership. Using our Web Site, App, products, or services does not give you ownership of any intellectual property rights in our Web Site, App, products, or services or the content you access. The Web Site, App, products, or services, and their contents, features and functionality and all intellectual property located on the Web Site, App or in the materials published or otherwise made available through our products and services (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by us or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. These Terms of Service permit you to use the Web Site, App, and our products and services for your personal and business use only. Except for the Communications as specified in these Terms of Service, you may not reproduce, reverse engineer, attempt to extract the source code, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the App. You also may not use any robot, spider, crawl, scraper, or other automated means when using or accessing the App.
These terms do not grant you the right to use any branding or logos used in or on our Web Site, App, products, or services. You should not remove, obscure, or alter any legal notices displayed in the Web Site, App or along with our product and services.
12) Copyright Complaints. The Digital Millennium Copyright Act of 1998 (the 'DMCA') provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials on the App infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. Notices and counter-notices must meet the then current statutory requirements imposed by the DMCA. Notices and counter notices with respect to the App should be sent to the Autonomy at:
NextCar Holding Company, Inc.
225 Santa Monica Blvd Fl 12.
Santa Monica, California 90401
13) Prohibited Activities/Content
- a) Lawful Purposes Only. You may use the Application only for lawful purposes. You may not use the Application or allow any third party to use the Application for any purpose that is determined by Autonomy, in its discretion, to be unlawful, invasive, infringing, obscene, offensive, defamatory or fraudulent, or to engage in, promote or encourage illegal activity.
- b) Private Information and Images. You may not post or disclose any personal or private information obtained through the Application or in the course of your use of the Application, including phone numbers, name, Vehicle type, license information, about any third party.
- c) Violations of Third Party Rights. Your use of the Application may not violate, or encourage the violation of, the intellectual property rights, rights of privacy, rights of publicity, or other legal rights of any third party. Autonomy may remove or block access to the Application upon receipt of proper notice of a violation of third-party rights.
- d) Hacking and related activities are prohibited. “Hacking” includes, but is not limited to, the following activities: illegally or without authorization, accessing computers, accounts or networks, penetrating or attempting to penetrate security measures, port scans, stealth scans, and other activities designed to assist in hacking.
- e) You will not use the Application, or allow any third party to use the Application, to generate, distribute, publish or facilitate unsolicited mass email, auto-dialed texts or phone calls, promotions, advertisements or other solicitations (“spam”).
15) Termination. You agree that Autonomy, in its sole discretion, may suspend or terminate your access to the App, for any reason, including, without limitation, for lack of use or if Autonomy believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of App, may be referred to appropriate law enforcement authorities. Autonomy may also in its sole discretion and at any time discontinue providing the App, or any part thereof, with or without notice. You agree that any termination of your access to the App under any provision of these Terms may be effected without prior notice, and acknowledge and agree that Autonomy may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the App. Further, you agree that Autonomy will not be liable to you or any third party for any termination of your access to the App.
16) Compliance with the Law. This Web Site, and our App is hosted in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the App, or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
18) Dispute Resolution (Arbitration Agreement / Class Action Waiver / Jury Trial Waiver)
- a) Please read this Arbitration Agreement, Class Action Waiver, and Jury Trial Waiver (“Arbitration Provision”) carefully. It provides that all Disputes between you and Autonomy shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this Arbitration Provision, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Entering into this Arbitration Provision constitutes a waiver of your right to litigate claims in court and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this Arbitration Agreement and can award the same damages and relief as a court (including attorney’s fees, if otherwise authorized by applicable law).
- b) Scope & Definitions. This Arbitration Provision governs disputes arising from or related to these Terms, the Application, and any other action or transaction resulting from the foregoing (“Disputes”). “Dispute” means any dispute, claim, or controversy between you and Autonomy regarding any aspect of your relationship with Autonomy, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, gross negligence or reckless behavior), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Arbitration Provision (with the exception of the enforceability of the Class Action Waiver in this Arbitration Agreement). “Dispute” is to be given the broadest possible meaning that will be enforced. Dispute shall not include: (a) the exercising of any self-help or non-judicial remedies, or (b) the right to pursue disputes on an individual basis in small claims court (or your state’s equivalent court) in the state where you reside if the court has jurisdiction over the dispute and the dispute remains in that court; provided, however, that if the dispute is moved to a different court, it will be subject to this Arbitration Provision. For the purpose of this Arbitration Provision, “Autonomy” means NXCR Services, LLC, and its parents, subsidiaries, and affiliated companies, and each of their respective officers, directors, employees, and agents.
YOU AND AUTONOMY EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS ARBITRATION AGREEMENT.
- c) Pre-Arbitration Dispute Resolution. For all Disputes you must first give Autonomy an opportunity to resolve the Dispute. You must commence this process by mailing written notification to Autonomy at 1014 Broadway # 1350, Santa Monica, CA 90401, Attention Legal Department or email@example.com. That written notification must include (1) your name, (2) your address, (3) a written description of the Dispute, and (4) a description of the specific relief you seek. If Autonomy does not resolve the Dispute to your satisfaction within 45 days after it receives your written notification, you may pursue your Dispute in arbitration.
- d) Arbitration Procedures. You and we agree that, upon demand by either you or us, any dispute between you and us will be resolved by binding arbitration, and each party voluntarily and knowingly and voluntarily waives any right to adjudication in a court of law and to a jury trial. Either party may require the submission of a Dispute to binding arbitration at any reasonable time, even if a lawsuit of other proceeding has already been filed or started. You and we agree that all Disputes that are arbitrated must be resolved on an individual basis and that representative actions, such as class actions, are prohibited.
- e) Trial Waiver, Class Action Waiver. By agreeing to this Arbitration Provision, you acknowledge and agree that you are giving up any right you may have to (i) go to court to assert or defend your rights under this Agreement, (ii) be a class representative or class member in a class action claim, (iii) participate in any consolidation of individual arbitration actions, (iv) participate in any class action or representative arbitration, and (vi) a jury trial. Further, you understand that the information that can be obtained in discovery in arbitration is generally more limited than in a lawsuit and that other rights that parties may have in court may not be available in arbitration.
- f) Arbitration Rules. Either party may choose to arbitrate under the rules and procedures of the American Arbitration Association (“AAA”), www.adr.org, or any other arbitration organization as you and we may agree; however, in the event of a conflict between the rules and procedures of the AAA or other arbitration provision and this Arbitration Provision, the parties agree that this Arbitration Provision governs for that specific conflict. The arbitrator shall have no authority to consider or resolve any Dispute on any basis other than on an individual basis. The arbitrator shall have no authority to consider or resolve any Dispute on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that individual party’s claims. The arbitrator will decide the substance of all claims in accordance with applicable law and will honor all claims of privilege recognized by law. The arbitration shall take place in the federal district of your residence, at a location determined by the arbitrator. If you demand arbitration first, you will pay the claimant’s initial arbitration filing fees up to $250, and we will pay or reimburse you for any remaining initial filing fee. If we demand arbitration first, we will pay the entirety of the filing fees. Additionally, we agree to pay the arbitration costs and fees up to a maximum of $2,500 in the aggregate for the first day of arbitration. Notwithstanding the foregoing, we will also pay amounts that the arbitrator determines that we must pay to assure the enforceability of this Arbitration Provision. The party asserting the Dispute is responsible for initiating the arbitration proceeding, regardless of who requested arbitration. The arbitrator may hear and rule on appropriate dispositive motions as part of the arbitration proceeding, such as motions for summary judgment. The arbitrator’s award shall be final and binding on all parties. The arbitrator may award reasonable expenses and attorney’s fees to the prevailing party if allowed by applicable law or statute. The arbitration award is subject to appeal according to the rules of the FAA. The appealing party will be responsible for all filing fees and arbitration costs unless otherwise directed by the arbitration panel. Judgment upon any award can be entered in any court with jurisdiction. An arbitration award and any judgment confirming it cannot be used in any case or arbitration except to enforce the award. All parties agree to make best efforts to ensure that the arbitration proceeding as described in this Arbitration Provision is completed within 6 months of filing the Dispute. You and we agree not to disclose the existence, content, or results of the arbitration, except for disclosures of information required in the ordinary course of business or as permitted by applicable law.
- g) Arbitration Award. The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator shall make any award in writing but need not provide a statement of reasons unless requested by a party. Such award by the arbitrator will be final and binding on the parties, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
- h) You and we agree that this Agreement evidences a transaction in interstate commerce. This Arbitration Provision is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., (“FAA”). If the FAA is inapplicable for any reason, then this Arbitration Agreement is governed by the laws of the State of Delaware, without regard to choice of law principles.
- i) Severability: If any clause within this Arbitration Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Arbitration Provision, and the remainder of this Arbitration Provision will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, then this entire Arbitration Provision will be unenforceable, and the Dispute will be decided by a court.
- j) Continuation: This Arbitration Provision shall survive the expiration or termination of your contract with Autonomy and your use of Autonomy Services.
- k) If you do not want this Arbitration Provision to apply, you may reject it by sending us a written rejection notice signed by you describing this Agreement (e.g, “the Autonomy Fleet App Arbitration Provision”) and advising us that you are rejecting this Arbitration Provision by email at firstname.lastname@example.org or by mail at 1014 Broadway # 1350, Santa Monica, CA 90401. You must also include your name, address, the name of your employer, and your account number. A rejection notice is effective only if signed by you and sent to us within 30 days of the Date you first accept these Terms. The rejection of this Arbitration Provision will not affect any other provision of these Terms or the status of the Terms. If you do not reject this Arbitration Provision, it will be effective as of the Date you first accept these Terms.
19) General. These Terms constitute the entire agreement between you and Autonomy and govern your use of the App, superseding any prior agreements between you and Autonomy with respect to the App. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third-party content, or third-party software. The failure of Autonomy to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the App, or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms without the prior written consent of Roadster, but Roadster may assign or transfer these Terms, in whole or in part, without restriction. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The App may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the App.
Last Updated: October 3, 2022