Effective Date: 2021-05-04

General terms

Please read this Terms of Use Agreement (these “Terms”) carefully before using the RideFlag mobile app (the “App”). Your use of the App constitutes acceptance of these Terms and forms a legally binding contract between you and RideFlag Technologies Inc., also doing business as “RideFlag” (the “Company”), the owner of the App.

If you do not agree to these Terms, immediately discontinue using the App and delete it from your mobile device.

Your agreement to these Terms also includes your agreement to the terms of our Privacy Policy, which is incorporated by reference into this Agreement and is an integral part of this Agreement.

The Company may change these Terms, at any time, without prior notice to you, by posting a new version. The latest version will become effective on the date it is posted, which will be listed at the top of the Terms as the Effective Date. It is your responsibility to review these Terms and the Privacy Policy periodically. Your continued use of the App after the Effective Date is your acceptance of the new Terms.  If you do not agree to the revised Terms, you must immediately discontinue using the App and delete it from your mobile device.

Services

The App is a digital carpool occupancy count verification (“OCV”) system used by government agencies and toll operators to verify two Riders plus a Driver. You may use the App as either a registered driver (a “Driver”) or a registered passenger (a “Passenger”) to earn incentives. (Drivers and Passengers may be referred to collectively as “Users”).

The Company does not offer transportation services and is not a transportation company. The Company is not involved in the actual transportation provided by Drivers to Passengers.

References to any other products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation of such, or any affiliation with, by the Company or the App.

The services the App provides may be temporarily unavailable from time to time for maintenance or other reasons. The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers, or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet, on the App, or any website or any combination thereof, including injury or damage to User’s mobile device related to or resulting from using or downloading the App and/or in connection with the services provided by the App.

Parties

The parties to these Terms are you, as a User, and the Company. All references to “we,” “us,” or “our” will be construed to mean the Company. Your access and use of the App constitute your agreement to be legally bound by these Terms and establish a contractual relationship between you and the Company.

Use and Restrictions

Subject to these Terms and our Privacy Policy, you may use the App only for your personal, noncommercial use.

You are expressly prohibited from the following:

  1. Taking any action that will cause an unreasonable burden on the Company’s infrastructure;
  2. Attempting to access or navigate the content through any manner other than the App;
  3. Reverse engineering, disassembling, modifying, adapting, or otherwise attempting to derive the source code, algorithms, or other trade secrets of the Company;
  4. Attempting to exploit any possible vulnerability in the App or overloading, “flooding,” “spamming,” “crashing,” or otherwise attempting to interfere with the Company’s service to others;
  5. Attempting to inject a virus, worm, or other malware into the App;
  6. Removing, circumventing, disabling, damaging, or otherwise interfering with security-related features of the App, features that prevent or restrict the use of copying of any content accessible through the App, or features that enforce limitations on the use of the App; or
  7. Mining the content or performing any other data gathering or extraction.

This list of prohibitions is not exhaustive. At any time, with or without notice and with or without cause, for any reason or no reason, if the Company determines, in its sole discretion, that any of your actions are inappropriate or disruptive, the Company reserves the right to terminate access to your account.

The Company will investigate actions that may involve violations of system or network security and may involve and cooperate with law enforcement agencies in the prosecution of users who are involved in such violations. These violations may result in civil and/or criminal liability.

You are responsible for keeping your password secret and secure, and you shall be solely responsible for the use of your account. You acknowledge and understand that you may incur standard data carrier charges for the use of the App.

All rights not expressly granted by these Terms are reserved by the Company and our licensors.

User Requirements

  1. In consideration for your use of the App, you agree (a) that you are at least eighteen (18) years old (or the age of majority in your jurisdiction) and have the capacity to agree to these Terms or, if you are less than the age of majority in your jurisdiction, you have reviewed these Terms with your legal guardian and this legal guardian understands he/she is responsible for your actions when using the App, (b) to provide accurate, current, and complete information when you create an account, and (c) to maintain the security of your password and identification.
  2. You are the sole authorized User of your account. You may not authorize others to use your User status, and you may not assign or otherwise transfer your account to any other person or entity. You are responsible for maintaining the confidentiality of any password provided by you or the Company for accessing the Services.
  3. By using the App, you represent and warrant that you currently meet and will continue to meet the following eligibility requirements (“Requirements”) for as long as you use the App: (a) you have and will at all times comply with all laws and regulations; and (b) you have the right, authority, and capacity to enter into these Terms and to abide by all of its terms and conditions. By using the App, you understand and agree the Company may rely on the above Requirements, representations, and warranties as true and to continue to abide by these and any revisions to these Requirements in the future.
  4. You authorize the Company to verify your representations and warranties, and you acknowledge and agree that the Company has the right, but not the obligation, to verify such information. You further agree that the Company may take any such action as it, in its sole discretion, deems appropriate, including but not limited to suspending and/or terminating your account.
  5. By using the App, you are agreeing to leave your Express Pass on at all times. If you turn your Express Pass off, you will not be eligible for any incentives

Incentives

To receive any incentives for the ride, the Driver and Passengers must be validated at the beginning and end of such ride to confirm the individuals in the vehicle have not changed during the ride. In addition, Passengers will only receive incentives if they have the App installed on their individual mobile devices.

You understand and agree that you are solely responsible for ensuring this validation is done at both the beginning and end of the ride and that you have the App installed on your mobile device. You also understand and agree that any failure to do so will result in forfeiture of any incentives you might have otherwise been entitled to. The Company disclaims any liability for rewards lost because Users have failed to perform either of these validations.

Third Parties

Third-party beneficiaries

If you use the App on an Apple iOS device, Apple Inc. will be a third-party beneficiary of these Terms. If you use the App on an Android operating system device, Google, Inc. will be a third-party beneficiary to these Terms. These third-party beneficiaries are not parties to these Terms and are not responsible for the provision or support of the App in any manner. Furthermore, you are subject to the terms and conditions set forth in the applicable third-party beneficiary’s terms of service and privacy policy.

Third-party software components

The App may contain third-party software components that require notices and/or additional terms and conditions. Such required third-party notices and/or additional terms and conditions may be requested from the Company and are made part of and incorporated by reference into these Terms. By using the App, you are also accepting the additional terms and conditions, if any, required by these third-party component notices and terms and conditions.

Use of Google Services

The App incorporates specific software provided by Google (namely, the Maps API). Your use of the Apps various technologies to determine location, including but not limited to IP address, GPS, and other sensors that may, for example, provide the Company with information on nearby devices, such as Wi-Fi access points and cell towers.

When you use the App, you will be asked to allow it to collect your location information from your device. By sharing your geolocation information with the Company, you agree to be bound by Google’s Terms of Use (https://www.google.com/intl/en_ALL/help/terms_maps.html). We use the Maps API(s) in our mobile applications, and incorporated by reference to this Policy is the Google privacy policy (currently https://www.google.com/privacy.html), as amended by Google from time to time.

Intellectual property

The material provided in the App is protected by law, including, but not limited to, United States copyright law and international treaties. The Company is the exclusive owner of or is the licensed user of all designs, text, graphics, images, video, information, logos, button icons, software, audio files, and other content on the App. Furthermore, RideFlag’s mobile phone proximity and vehicle/mobile phone biometric validation and other processes are USPTO and International PCT Patent Protected.

The Company also owns or is licensed to use the computer code, scripts, design elements, graphics, interactive features, artwork, text communications, and any other content. The intellectual property of the Company and/or third-party licensors is protected by copyright, trademark, and/or patent laws. All rights not expressly granted in these Terms are reserved by the Company.

You shall not copy or adapt any computer code that the Company creates for the generation or display of the App; this code is protected under copyright law.

You shall not reproduce, display, publicly perform, distribute, or otherwise use the content generated by the App for any public or commercial purpose in any manner likely to cause confusion among consumers as to its source that dilutes the strength of the Company’s property, or that otherwise infringes the Company’s intellectual property rights.

Availability of the Services Provided by the App

Although it is the Company’s intention for the services provided by the App (the “Services”) to be available as much as possible, there will be occasions when the Services may be interrupted, including, but not limited to, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. The Company will not be liable to you for any modification, suspension, discontinuation of Services, or lack of access to your data. In addition, the Company assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with the App.

Warranties and disclaimers

The App is provided “as-is” and “as available,” and neither the Company nor any of its licensors make any representation or warranty with respect to the services provided by the App. The Company disclaims any implied warranties, including, but not limited to, implied warranties of merchantability, completeness, timeliness, correctness, or fitness for a particular purpose. In addition, the Company and its licensors do not represent or warrant that: (i) the App will be secure, timely, uninterrupted, or error-free; (ii) the App will meet your requirements or expectations; (iii) the results that may be obtained through the use of the App will be effective, accurate, or reliable; (iv) the quality of the App or service provided by the App will meet your expectations; (v) the App will be error- or virus-free, or (vi) any errors in the App will be corrected. 

Limitation of liability

To the full extent permitted by law, the Company is not liable to anyone for any direct, indirect, punitive, special, exemplary, incidental, consequential, or other damages or any type or kind (including, without limitation, loss of business, loss of data, revenue, profits, or loss of any other economic advantage) arising out of, or in any way connected with the App, inaccuracy, error, or omission, regardless of the form of action, whether in contract, tort, strict product liability or otherwise, even if the Company has previously been advised of the possibility of such damages. This includes damages due to: (i) the use of or inability to use the App; (ii) the cost of procurement of substitute services resulting from any transactions entered into through the App; or (iii) statements or conduct of any third party on the App, including, without limitation, unauthorized access to or alteration of transmission of data. These limitations will apply notwithstanding any failure of the essential purpose of any limited remedy. If your jurisdiction does not allow for the exclusion of limitation of liability or liability for consequential or incidental damages, the maximum liability arising out of or in connection with the App, whether in contract or tort (including, but not limited to negligence) or otherwise, will be limited to a maximum amount of $100.00.

You and the Company agree that the warranty disclaimers and limitations of liability in these Terms are material, bargained-for bases of these Terms and that they have been taken into account in determining the consideration to be given by each party under these Terms. You and the Company agree that the warranty disclaimers and limitations of liability in these Terms are fair and reasonable.

Except as provided for in this provision, if you are dissatisfied with the App or do not agree with any provisions of these Terms, your sole and exclusive remedy is to discontinue using the App.

Indemnity

You agree to indemnify and hold the Company harmless from all claims or causes of action, liabilities, damages, costs, fines, penalties, and expenses (including attorneys’ fees) occurring from or related to: (i) your use or misuse of the App; (ii) acts and omissions on or off the App; (iii) violation of these Terms; (iv) violation of any law or regulation; (v) violations of any rights of a third party including, but not limited to, other Users, or allegations thereof; (vi) inaccurate untimely, incomplete, or misleading registration information; (vii) misstatements or misrepresentations; (viii) any claim or damages arising as a result of any of your content or anything submitted via your account (including but not limited to photographs of your Passengers); (ix) any other’s party access and use of the App with your unique username and password; or (x) any and all claims or damages (alleged or actual) that arise as a result of a ride that your provided as a Driver or a ride you take as a Passenger. This indemnification extends to all of the Company’s agents, affiliated companies, employees, contractors, directors, and officers and anyone involved in creating or providing services to the Company. The Company may assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In this case, you agree to cooperate in asserting any available defenses.

Governing law and jurisdiction

Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to these Terms or a breach of these Terms will be submitted and finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. There will be one arbitrator, and such arbitrator will be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration will take place in Fort Lauderdale, Florida, USA, and may be conducted by telephone or online. The arbitrator will apply the laws of the State of Florida, USA, to all issues in dispute. The controversy or claim will be arbitrated on an individual basis and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitrator’s findings will be final and binding on the parties and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment will be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorneys’ fees and costs up to $1000.00.

The courts of Broward County in the State of Florida, USA, and the nearest U.S. District Court in the State of Florida, will be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under these Terms.

These Terms will be construed under the laws of the State of Florida, USA, excluding rules regarding conflicts of law.

Designed for Use Within the United States

This App is designed for use from within the United States. We do not represent that the app is appropriate for use elsewhere. Access to this App from locations where its contents are illegal is not authorized.

Force Majeure

The Company will not be liable for damages or any delay or failure of the App arising out of causes beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures.

User submissions to the Company

The Company welcomes your feedback with regard to the App. However, the Company will not accept any creative ideas, suggestions, inventions, or materials other than those we have specifically requested (“Submissions”). If you disregard this stated policy and submit those Submissions anyway, the Submissions will automatically become the property of the Company. None of the Submissions will be subject to any obligation of confidentiality, and the Company shall not be liable for its disclosure or use. The Company will have exclusive ownership of all now known or later discovered rights to the Submissions. It will be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to you.

Severability

If any provision of these Terms is declared invalid or unenforceable, that provision will be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision will not affect any other provision of these Terms, and these Terms will continue in full force and effect, and be construed and enforced, as if such provisions had not been included, or had been modified as described above, whichever the case may be.

Privacy

Please review the App’s Privacy Policy, which is incorporated by reference into these Terms. This Privacy Policy governs your use of the App.