This is a legal agreement ("Agreement") between BeeFree, LLC d/b/a Freebee ("Freebee") and you ("User"), a user of Freebee services ("Services") and the mobile application(s) and related websites provided for you to use in connection with those Services (collectively, the "App").
By signing up for an account with Freebee or by using the App or the Services, you acknowledge that you have read and understand all the terms in this Agreement, and agree to be bound by it, effective as of the date you accept these terms (such date being the "Effective Date"). You may not proceed to use the App or Services if you do not accept these terms.
a. Each vehicle ("Vehicle") is customized by Freebee with marketing content ("Content") on behalf of one of Freebee's advertising partners (each, an "Advertiser"). Each Vehicle will have a sponsor Advertiser, who may provide Content or other marketing materials to User during the course of a ride. An Advertiser may request information from Users, such as contact information or survey responses for marketing purposes, but each User is free to decline to provide such information. Each Advertiser is an independent contractor of Freebee, and there is no employment, partnership, joint venture, or agency relationship between the Advertisers and Freebee. Content included in or on a Vehicle does not imply that Freebee agrees with such Content or an Advertiser's products and services, and Freebee will not be responsible or liable for any Content or any products or services provided by an Advertiser.
b. Users are not under any obligation to provide any compensation to the Vehicle's driver, but may offer the driver gratuities or other compensation at User's sole option. Drivers will be entitled to keep all gratuities received from User.
c. USER AGREES THAT FREEBEE WILL HAVE NO LIABILITY WITH RESPECT TO ANY TRANSPORTATION SERVICES PROVIDED TO USER USING A FREEBEE VEHICLE OR BY A FREEBEE DRIVER.
Freebee has made the App available for User to download from various mobile app stores for use in connection with the Services, specifically, to connect Drivers and Users. Freebee hereby grants User a limited, personal, revocable, non-exclusive, non-transferable right to install, access, and use the App solely in connection with the Services provided to User by Freebee under and subject to the terms of this Agreement. By signing up for an account, Freebee will provide User with credentials or keys to access the App. User agrees not to give these credentials or keys to anyone else or allow anyone else to use or access the App or the Services.
3. Intellectual Property and Confidentiality
a. The App and the Services contain valuable intellectual property of Freebee and/or its suppliers, including patent rights, copyrights, trademarks, service marks, trade dress, and trade secrets. All rights not expressly granted in this Agreement are exclusively reserved to Freebee. User may not (i) duplicate, modify, create derivative works of, publically display, distribute, sublicense, sell, transfer, or make available to any third party the App or the Services; (ii) remove, modify, or obscure any copyright, trademark, or other proprietary notice from the App; (iii) reverse engineer the App or use it to develop or market a competing product or service; (iv) interfere with or interrupt the operation of the App or Service in any way, including using malicious code or hacking; (v) use the App or Service for any unlawful or criminal activity or to harm any person; or (vi) use the App or Service in any manner other than as expressly permitted under this Agreement.
b. The App or Service may contain, reference, or link to content created, owned, or controlled by third parties, including but not limited to the Content provided by an Advertiser. User understands and agrees that Freebee is not responsible for any such third-party content. User understands that such third-party content may be subject to different or additional terms and conditions, and User agrees to abide by such terms and conditions as provided by the third party. Without limiting the generality of the foregoing, if User has downloaded the App from an app store or similar online or mobile portal ("App Store"), User agrees that the App Store and its owners or licensors have no responsibility whatsoever for the App, and will not be obligated to provide any support or maintenance for the app. User agrees to comply with the relevant terms and conditions of any license agreement applicable to the App Store.
c. User agrees not to use or disclose to anyone any technical, business, or other proprietary or confidential information about Freebee or the App or Services disclosed to User under this Agreement, except for the purposes contemplated herein. Information that User elects to provide to Freebee, including suggestions, ideas, or feedback, will not be subject to any confidentiality obligations, and Freebee will be free to use such suggestions, ideas, or feedback in any manner and without restriction or obligation of any kind. User agrees that information User provides in connection with an Advertiser's content (for example, responding to an Advertiser's request for information during a ride) may be used for marketing purposes, unless otherwise indicated.
4. Disclaimer of Warranty
THE APP, SERVICES AND ALL CONTENT THEREIN ARE PROVIDED ON AN "AS-IS" AND "AS- AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND. FREEBEE AND ITS SUPPLIERS EXPRESSLY DISCLAIM AND EXCLUDE TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FREEBEE AND ITS LICENSORS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS OF CORRECTNESS, COMPLETENESS, ACCURACY, QUALITY, RELIABILITY, AVAILABILITY, SUPPORT, TIMELINESS, SAFETY, OR PERFORMANCE WITH RESPECT TO THE USE OF THE SITE, ITS CONTENT, OR THE
SERVICES. FREEBEE MAKES NO WARRANTY THAT THE APP, SERVICES, OR ANY CONTENT WILL MEET USER'S NEEDS, BE ERROR FREE OR ACCURATE, WILL OPERATE WITHOUT INTERRUPTION, OR THAT ALL ERRORS WILL BE CORRECTED. ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY CONTAINED IN THIS AGREEMENT WILL NOT BE ENFORCEABLE.
User agrees to defend and hold harmless Freebee and its affiliates, and their employees, contractors, directors, managers, and representatives, from and against any damages, losses, or costs (including reasonable attorneys' fees), arising from or in connection with any claim, suit, or action arising out of or relating to (i) User's use of the App or Services; (ii) User's violation or infringement of any right of a third party or any applicable law in connection with the App or Services; or (iv) User's breach of any of the terms of this Agreement.
6. Limitations and Exclusions of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, FREEBEE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, IN TORT, OR OTHERWISE, INCLUDING FOR LOSS, CORRUPTION, OR INACCURACY OF DATA, LOST PROFITS, LOST BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR LIABILITY OR INJURY TO THIRD PERSONS, WHETHER FORESEEABLE OR NOT AND REGARDLESS WHETHER FREEBEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL FREEBEE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. THIS LIMITATION WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND REGARDLESS WHETHER FREEBEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USER UNDERSTANDS THAT THE APP AND SERVICES ARE BEING PROVIDED WITHOUT CHARGE AND IN THE ABSENCE OF THIS LIMITATION OF LIABILITY, THE TERMS UNDER WHICH THE APP AND SERVICES WOULD BE PROVIDED WOULD BE SUBSTANTIALLY DIFFERENT.
7. Term and Termination
This Agreement is effective as of the earlier of the Effective Date or upon use of the App or Services. Either party may terminate this Agreement at any time upon notice to the other party. The App, Services, or any of their features or content are subject to change without notice or obligation to User. This Agreement and any policies or guidelines for the App or Services may be revised at any time in Freebee's sole discretion, and upon continued use of the App or Services, User agrees to be bound to any updated terms, policies, or guidelines. Sections 1(c) and 3-8 will survive the termination or expiration of this Agreement for any reason.
8. Governing Law; Arbitration
Both parties agree that all claims or disputes arising out of the App, Services, or this Agreement shall be submitted to binding arbitration, provided that the parties shall first attempt to resolve such claim or dispute informally. The arbitration shall be conducted by the American Arbitration Association under the Commercial Arbitration Rules and the
Supplementary Procedures for Consumer-Related Disputes in Miami-Dade County, Florida, or as otherwise mutually agreed to by the parties. Any judgment on the award rendered by the arbitrator shall be able to be entered in any court having competent jurisdiction. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses. Both parties agree that any claim or dispute shall be brought only in a party's individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate more than one person's claims. USER AGREES THAT BY ENTERING INTO THIS AGREEMENT, USER AND FREEBEE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
Notwithstanding the foregoing, each party retains the right to seek injunctive or other equitable relief from any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of that party's data security, intellectual property rights, or other proprietary rights. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to rules or principles regarding conflicts of laws.
Each party must deliver all notices, consents, and approvals required or permitted under this Agreement in writing to the other party at the address such party has on file and/or has noticed the other party, by certified mail (postage prepaid and return receipt requested), by a nationally recognized overnight carrier, or by fax or e-mail (where receipt is confirmed). Notice will be effective upon receipt or refusal of delivery. Each party may change its address for receipt of notice by giving written notice of such change to the other party.
This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between them. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, which is not embodied herein, have been made by any party or anyone acting on behalf of any party, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. No waiver of any right will be effective unless in writing and signed by the party to be charged. The rights and remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party at law or in equity. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. The parties are independent contractors; nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship between the parties, and neither party by virtue of this Agreement will have any right, power, or authority to act or create any obligation, expressed or implied, on behalf of the other party. This Agreement may not be assigned or delegated by the User without Freebee's prior written consent, and any such attempted assignment or delegation will be void and of no effect, and will constitute a breach of this Agreement. Freebee may assign this agreement or any rights or obligations hereunder without requiring the User's consent. This Agreement shall inure to the benefit of each party's permitted successors and assigns. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Headings herein are for convenience of reference only and shall not affect interpretation of the Agreement.