In consideration of Your use of the Wheels Services (defined below) provided by Wheels
Labs, Inc. (“Wheels”, or “We”), You (“You” or “Your”) agree to all terms and
conditions of this Rental Agreement and Release (“Agreement”).
IMPORTANT: PLEASE REVIEW THE MUTUAL ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY,
AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH WHEELS ON AN INDIVIDUAL BASIS (WAIVING YOUR RIGHT TO FILE A CLASS
ACTION) THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE
READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS
THIS AGREEMENT ALSO CONTAINS RELEASES, LIMITATIONS ON LIABILITY, AND PROVISIONS ON
INDEMNITY AND ASSUMPTION OF RISK, ALL OF WHICH MAY LIMIT YOUR LEGAL RIGHTS AND REMEDIES. PLEASE REVIEW THEM
By accessing or using our Services (defined below), you agree to be legally bound by
this Agreement and the Additional Terms as described below.
The Wheels “Services” are
composed of several elements, including: (1) Wheels scooters and bicycles (collectively “Vehicle(s)”), (2) Wheels mobile application (“Mobile Application”) and the Wheels websites www.wheels.co and
www.takewheels.com (“Website”) (the Mobile
Application and the Website are collectively referred to as the “Platform”), and (3) all related information, personnel, and equipment.
For purposes of this Agreement and only when capitalized, the term “Use” means “riding,
operating, activating, parking or any other action in connection with or on a Vehicle.”
of Use, and other any notices applicable to your use of the Platform are
incorporated by reference into this Agreement (the “Additional Terms”), as updated from time to time.
BY ACCESSING OR USING THE SERVICES, YOU ACCEPT THESE ADDITIONAL TERMS. We will make Additional Terms available for
you to read through the Platform. If you do not agree to abide by the Additional Terms, you automatically opt out
of and are prohibited from using the Platform. If you violate the provisions of the Additional Terms, Wheels may,
in its sole discretion, suspend, discontinue, or change your account or any aspect of your access to or use of the
Services in whole or in part. By continuing to use the Services, you agree to the Additional Terms and any future
amendments and additions to the Additional Terms as published from time to time through the Platform. Please
review the Additional Terms periodically to ensure you are up-to-date with any changes
Rental and Use of Vehicle.
Sole User of the Services. You certify and expressly agree
that You are the sole renter and user of the Vehicle and You are responsible for compliance with all terms and
conditions in this Agreement. You understand that when You activate and/or Use a Vehicle via Your account, the
Vehicle must only be Used by You. You must not allow anyone other than You to Use a Vehicle that You have
activated, and this includes, without limitation, transporting other adults, children or pets on a Vehicle. For
the sake of clarity, Vehicles are intended to carry one adult person only and at all times.
At Least 18 Years Old. YOU CERTIFY
AND REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU HAVE A VALID DRIVER’S LICENSE. OPERATION OR USE OF THE SERVICES OR ANY VEHICLE BY A MINOR IS EXPRESSLY PROHIBITED. If You allow a
minor to use the Services or Use a Vehicle You have activated, You shall be responsible for any and all misuse,
consequences, claims, demands, causes of action, losses, liabilities, damages, injuries, fees, costs and
expenses, penalties, attorneys’ fees, judgments, suits and/or disbursements of any kind, or nature
whatsoever, whether foreseeable or unforeseeable, and whether known or unknown.
Competent Vehicle Operator. You certify and represent that
You are familiar with the operation of the Vehicle, and You are reasonably competent and physically fit to use
the Services and Use the Vehicle. You assume all responsibilities and risks for any injuries and/or medical
conditions as detailed further below. You are responsible for determining whether conditions such as (but not
limited to) rain, snow, hail, fog, ice, electrical storms, heat, or wind and/or any other conditions, whether
caused by the weather or otherwise, make it dangerous to Use a Vehicle. You are advised to adjust Your riding
behavior and braking distance to suit all conditions and variables, including weather and traffic.
Vehicle is the Exclusive Property of Wheels. You agree that
the Vehicles and any equipment attached thereto, at all times, remain the exclusive property of Wheels. You must
not dismantle, write on, or otherwise modify, repair or deface any Vehicle or any part of any Vehicle in any
way. You must not use any Vehicles for any advertising or commercial purpose.
Only Use Vehicles Where Allowed. You expressly agree that
You will only Use the Services and Vehicles in areas where the Vehicles are legally permitted, and You are
solely responsible for determining whether an area permits the Use of the Vehicles. You agree that You will not
Use Vehicles in any restricted areas (such as cities that prohibit Vehicles in certain places or throughout)
(each a “Restricted Area”), and You assume all responsibility and liability for any Use of any
Vehicle in any Restricted Area, including all fines or fees as a result of Your Use of any of the Vehicles in
any Restricted Areas. If You use the Services or Use the Vehicles in any Restricted Areas, Wheels reserves
the right to charge You , including for actual fees incurred by such Use and to immediately terminate Your
access to the Services in its sole and absolute discretion.
Compliance with Laws. You agree to follow, and are solely
responsible for determining, all laws, rules, regulations, and/or ordinances pertaining to the use, riding,
parking, and/or operation of the Vehicles, including those pertaining to the Vehicles in the area where You are
Using the Vehicles, including, without limitation, any and all applicable helmet laws. You also agree to act
with courtesy and respect towards others while using the Services or Using the Vehicles.
YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY VIOLATION OF THIS AGREEMENT, AND ANY
LAWS, RULES, REGULATIONS, AND/OR ORDINANCES WHILE USING THE SERVICES, INCLUDING IMPROPER RIDING AND/OR PARKING,
AND YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY AND ALL CONSEQUENCES AND CLAIMS (AS SET FORTH IN
SECTION 7.1(a)(i) (INCLUDING IMPOUNDING FEES CHARGED BY ANY
LOCAL GOVERNMENT) OF ANY KIND, OR NATURE WHATSOEVER, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER KNOWN OR
UNKNOWN, AS A RESULT OF USING ANY OF THE SERVICES.
Payment of Fines and Fees. You agree to pay any fines, fees,
penalties, impounding charges, and/or any other charges incurred by Wheels, that result from You Using any
Vehicle improperly, or as a result of Your violation of any law, rule, regulation and/or ordinance while using
Helmets; Safety. WE STRONGLY
RECOMMEND THAT YOU WEAR A SNELL, CPSC, ANSI, OR ASTM APPROVED HELMET THAT HAS BEEN PROPERLY SIZED, FITTED, AND
FASTENED, ACCORDING TO THE MANUFACTURER’S INSTRUCTIONS WHILE OPERATING A VEHICLE.
Wearing such a helmet may protect against an injury or may lessen the severity of an injury caused by an impact
to the head; however, helmets do not protect against all head injuries and do not protect against other injuries
and may not be 100% effective. You agree that, when Using any Vehicles, You may also need to take additional
safety measures and precautions that are not specifically addressed in this Agreement and that should be
independently assessed and determined by You.
Prohibited Acts. YOU EXPRESSLY CERTIFY AND AGREE THAT YOU
Allow a minor to use the Services;
Ride a Vehicle while carrying any briefcase, backpack, bag or other item if it
impedes Your ability to safely Use the Vehicle;
Use or wear any cellular phone, table, laptop, text messaging device, portable music
player, or other handheld or other device that may distract You from safely Using the Vehicle;
Operate or Use a Vehicle under the influence of any alcohol, drugs, medication, or
other substance that may impair Your ability to safely operate the Vehicle;
Carry, tow, or otherwise transport a second person (including a child or pet) while
Using a Vehicle;
Dock or lock any Vehicle other than by using the locking mechanisms provided by
Bring or transport a Vehicle in a car, ferry, or train;
Violate any applicable federal, state, or local law, or any command or instruction
from law enforcement personnel, including those for bicycle or scooter riders;
Attach anything to a Vehicle, including, but not limited to, baskets, cup holders,
electric drives, child seats, trailers, or tandem bicycles;
Exceed the maximum weight limit for a Vehicle or otherwise use any included basket
improperly with regard to type of contents or any visual obstruction or riding impediment;
Allow others to Use a Vehicle you have activated;
Park or place any Vehicle in an unlawful manner or a manner that prevents Wheels
from accessing it; and
Park or place any Vehicle on private party, in a locked area, in a heavily
trafficked area if the Vehicle impedes the flow of pedestrian or vehicular movement, or is in danger of being
knocked down, or any other unapproved non-public space, including without limitation sidewalks.
YOU UNDERSTAND AND ASSUME THE RISKS OF YOUR VIOLATION OF ANY PROHIBITED ACT SET OUT IN
THIS SECTION. SUCH RISKS ARE SIGNIFICANT AND MAY INCLUDE INJURY OR DEATH TO YOU AND OTHERS, DAMAGE TO OR
DESTRUCTION OF YOUR AND OTHERS’ PROPERTY, AND THE POTENTIAL THAT YOU WILL BE CITED OR ARRESTED FOR VIOLATION
OF APPLICABLE LAWS.
Vehicles Intended Only for Limited Types of Use. You agree
that You will not Use the Vehicle for racing, mountain riding, stunt, or trick riding. You agree that You will
not operate and/or Use any Vehicles on unpaved roads, through water, or in any location that is prohibited,
illegal and/or a nuisance to others, or in any location that would reasonably be deemed unfit for the Use of a
Vehicle. You agree not to use the Vehicles for hire or reward, or use the Vehicles or Service in a manner that
violates any law, rule regulation and/or ordinance. Wheels does not provide or maintain places to ride the
Vehicles, and does not guarantee that there will always be a safe place to ride any particular Vehicle. Roads,
bicycle lanes, and routes may become dangerous due to weather, traffic, and/or other hazards outside of
Wheels’ control, and without limitation, Wheels will not be liable for any of the foregoing. YOU ARE
SOLELY RESPONSIBLE FOR CHOOSING A RESPONSIBLE AND SAFE ROUTE, OBEYING ALL LAWS AT ALL TIMES IN CHOOSING A ROUTE,
AND BEING FAMILIAR WITH THE APPLICABLE LAWS, RULES, REGULATIONS, AND/OR ORDINANCES OF THE JURISDICTION IN WHICH
YOU ARE USING THE VEHICLE OR SERVICES.
No Common Carrier. You represent, warrant and agree that
Wheels is not a common carrier. Alternative means of public and private transportation are available to the
general public and to You, including public buses and rail services, taxis, and pedestrian paths. Wheels
provides Vehicles only as a convenience and recreational activity, not as a public service, and such rental
availability is intended to be used only by those persons who are able and qualified to operate a Vehicle on
their own and who have agreed to all the terms and conditions of this Agreement.
Reporting Damage and Accidents. You agree to immediately
report any accident, crash, damage, personal injury, stolen or lost Vehicle to Wheels. If any personal injury is
sustained relating to Your Use of the Vehicle, You shall file a report with the local police department and
notify Wheels of the same within 24 hours. YOUR INSURANCE POLICIES MAY NOT PROVIDE
COVERAGE FOR ACCIDENTS INVOLVING THE USE OF THE BICYCLE OR VEHICLE. TO DETERMINE IF COVERAGE IS PROVIDED
YOU SHOULD CONTACT YOUR INSURANCE COMPANY OR AGENT.
Vehicle Damage; Vandalism. You agree to return any Vehicle
to Wheels in the same condition in which such Vehicle was activated by You. You agree that You will be
responsible for the cost of repairing and/or replacing any Vehicle that You damage and/or cause damage to. If
any Vehicle is damaged or vandalized as a result of Your Use, You shall be liable for up to $3,000 in
Wheels’ sole and absolute discretion and no matter the extent of the damage. You will not be responsible
for normal wear and tear of the Vehicles.
Lost or Stolen Vehicle. A Vehicle may be deemed lost or
stolen if (i) it is not returned within 24 consecutive hours, (ii) the Vehicle’s GPS unit is disabled,
(iii) the Vehicle is parked on unauthorized private property, in a locked, area, in any other non-public space,
or is otherwise inaccessible to Wheels for more than ten (10) minutes after the ride ends; (iv) the Vehicle
moves more than thirty (30) feet after a rental has ended and Wheels believes such movement was due to Your
failure to secure or return the Vehicle properly; or (v) other circumstances or facts that suggest to Wheels in
its reasonable and good faith determination that a Vehicle has been lost or stolen. You agree to report any
Vehicle theft or disappearance immediately to Wheels. As the last user of the Vehicle, You agree that You shall
be responsible for a lost or stolen Vehicle and that Wheels shall have the authority to take any and all actions
it deems appropriate (with respect to You as the last user of the Vehicle), including (without limitation)
obtaining restitution and other appropriate compensation and damages, and filing a police report with the
relevant authorities. You agree that any data generated by the Vehicle computer is conclusive evidence of the
period of Use of a Vehicle by You.
Availability of Vehicles and Services. While Wheels
endeavors to provide the Services on an ongoing basis, You agree and acknowledge that the Service or Vehicles
may not be available at all times, as force majeure events or other circumstances might prevent Wheels from
providing the Services from time to time. Access to the Services is also conditioned on the availability of and
level of charge remaining in the Vehicle as applicable. As certain Vehicles may require periodic charging in
order to operate, Vehicle operational capabilities may decrease (or cease in their entirety) and level of charge
or rate of loss of charging power is not guaranteed and will vary based on the Vehicle, road conditions, weather
conditions, and/or other factors. It is Your responsibility to check the level of charge power in the Vehicle to
ensure it is adequate for the ride before initiating operation of the Vehicle. Wheels may require You to return
a Vehicle at any time, and You agree to do so when requested.
Safety Inspection. Before each use of a
Vehicle, You agree to conduct a safety inspection of the Vehicle, which You acknowledge You are competent to do,
and which may include, but is not limited to, inspecting for: (i) proper tire pressure; (ii) trueness of wheels;
(iii) safe operation of all brakes and lights; (iv) proper attachment of the battery, seat, pedals, and basket;
(v) alignment of fender and metal rods holding fender in place; (vi) good condition of the frame; and (vii) no
sign of damage, unusual or excessive wear, or other mechanical problem or maintenance need. You may not ride the
Vehicle if You notice any mechanical or other problem or safety issue; and, in such case, You must promptly
notify Wheels of all problems and issues. DO NOT ATTEMPT TO REPAIR ANY VEHICLE.
Payment and Fees.
Fees. You may use the Vehicle in accordance with the fee
schedules that are provided to You from time to time by Wheels including through the Platform. Each use of a
Vehicle begins when you activate the Vehicle and terminates when you click “Trip Completed” or
equivalent on the Platform . In each case, fees and other charges may be subject to applicable taxes and
other local and/or state government charges, which may be charged and collected directly by Wheels. Wheels will
charge Your credit card or debit card (collectively, your “Card”) or other agreed payment methods the amount of the fees for your use of the Vehicle.
Coupon Codes. If You have received a coupon or discount code
for Wheels, You may use the code in accordance with the user rules provided on or with such code. Wheels
reserves the right to modify or cancel such codes at any time, subject to applicable laws.
Maximum Rental Time and Charges. Maximum rental time is 24
consecutive hours. You agree that You will return the Vehicle within 24 hours of the time that activation and
rental of the Vehicle began. You may then rent again. You agree that You are solely responsible for being aware
of any elapsed time related to timely return of the Vehicle. The maximum charge is $100 for any Vehicle based on
a 24-hour period. After return of the Vehicle, You will be charged the accumulated rental charges or the maximum
24-hour charge, whichever is less. Vehicles unreturned (with trip concluded through the Platform) after 24
hours from the time of activation will be considered lost or stolen, and You may be charged up to $3,000
for each Vehicle and a police report may be filed against You. For rentals returned in excess of 24 hours where
the Vehicle is not considered lost or stolen, Wheels may also charge a service fee of $100, in our sole
Valid Card. You must input a valid Card
number and expiration date before You will be registered to use the Services. You represent and warrant to
Wheels that You are authorized to use any Cards You furnish to Wheels. YOU AUTHORIZE WHEELS, ONE TIME AND ON A
RECURRING BASIS, TO CHARGE THE CARD FOR ANY AND ALL FEES INCURRED BY YOU, INCLUDING ANY APPLICABLE SALES TAXES
OR OTHER GOVERNMENT CHARGES, WHICH FEES ARE DETERMINED BY YOUR USE OF THE SERVICES AS FORTH HEREIN. If You
dispute any charge on Your Card, You must contact Wheels within ten (10) business days from the end of the month
with the disputed charge and provide all necessary trip information to identify the disputed charge (such as the
date of the trip, and approximate start and end times). You agree to immediately inform Wheels of all changes
relating to your Card.
Pick Up Fees. If You are unable to return any Vehicle to a
valid area (i.e., You deactivate a Vehicle on private property, a locked community, and/or any other unreachable
area), then Wheels, in its sole and absolute discretion, may charge You a pick-up fee up to $120. If any Vehicle
accessed under Your account is abandoned without notice, You will be responsible for all fees until the Vehicle
is recovered and deactivated, plus a service charge of up to $120, to recover the Vehicle.
Refund Policy. All purchase transactions made through the
Services are subject to Wheels’ refund policy in effect at the time of purchase. Currently, Wheels’
refund policy is to not offer refunds for purchases through the Services, except in Wheels’ sole and
Modification to Prices or Billing Terms. The rental of
Vehicles and/or use of the Services is subject to availability. Vehicles and Services displayed on the Platform
may not be available at all times and may be substituted or discontinued at any time. Wheels reserves the right,
at any time, to change its prices and billing methods for Service, and such changes will be effective
immediately upon posting on the Platform or by electronic delivery to You.
Term and Termination. This Agreement, and any
Additional Terms, will continue to apply until terminated by either You or Wheels; provided, however, that Your personal financial responsibility under
Section 3.4 of this Agreement expires one (1) year after Your
last use of the Services. At any time, and without Your consent, Wheels may unilaterally terminate Your right to
use any of the Services, in Wheels’ sole discretion and without any notice of cause. You may terminate
Your use of the Services at any time. To learn how to terminate your Wheels account, please contact us at
Effect of Termination. Whether terminated by You or by
Wheels, You acknowledge and understand that (i) no refund will be provided to You, (ii) the term of this
Agreement continues in accordance with this Section, and (iii) You may still be charged any applicable
additional fees arising under this Agreement. This section will be enforced to the fullest extent permissible by
applicable law. Any sections of this Agreement, including but not limited to Sections 1, 3, 4.2 and 6 through
11, that either explicitly or by their nature, must remain in effect even after termination of this Agreement,
shall survive termination
Privacy. You understand and agree that all
personal information that is (i) provided by You to Wheels or (ii) pertains to You and is collected by Wheels in
connection with the Services will be used and kept by Wheels in accordance with its Privacy
Consent to Receive Calls, Text Messages, Emails and Other Communications. You expressly consent to receive and accept communications from
Wheels, including via e-mail, telephone calls and text messages as set forth in the Terms
of Use. Any personal information collected via such communications is processed as
outlined in our Privacy
Ownership. All of the content featured or displayed in
connection with the Services or on the Platform, including, without limitation, logos, text, graphics,
photographs, images, sound, and illustrations (“Content”), is owned by Wheels, or its licensors, vendors, agents, and/or Content providers. All
trademarks, service marks, and trade names of Wheels used in relation with the Services (including but not
limited to: Wheels Labs, Wheels , the Services name, the Services design, and/or any logos (collectively,
“Marks”) are trademarks or registered trademarks of
Wheels or its affiliates, partners, vendors, or licensors. All elements of the Services, including, without
limitation, the general design, the Content, and the Marks are protected by trade dress, copyright, moral
rights, trademark and/or other laws relating to intellectual property rights.
Limitations on Use; No Endorsement. Except as permitted by
law, You may not modify any of the Content and You may not copy, distribute, transmit, display, perform,
reproduce, publish, license, create derivative works from, transfer or sell Content, Marks or any information
contained on the Services. Except as authorized under applicable laws, You are responsible for obtaining
permission before reusing any copyrighted material that is available on the Services. You may not use, copy,
reproduce, republish, upload, post, transmit, distribute, or modify the Content or Marks in any way
without Wheels’ prior written consent. You shall not use the Content or Marks or any language, pictures or
symbols in any manner whatsoever which could, in Wheels’ judgment, imply Wheels’ endorsement,
sponsorship, or affiliation of such use where such endorsement, sponsorship, or affiliation does not exist. You
will not remove any copyright, trademark or other proprietary notices or materials found on the Vehicles or
Releases; Limitation of Liability; Assumption of Risk; Indemnification
EXCHANGE FOR BEING ALLOWED TO USE ANY OF THE SERVICES, INCLUDING YOUR USE OF ANY VEHICLES AND OTHER EQUIPMENT OR
RELATED INFORMATION PROVIDED BY WHEELS, YOU (ACTING FOR YOU AND FOR ALL OF YOUR FAMILY, HEIRS, AGENTS,
AFFILIATES, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS) HEREBY FULLY AND FOREVER WAIVE, RELEASE, HOLD HARMLESS,
PROMISE NOT TO SUE, AND DISCHARGE ALL RELEASED PERSONS (DEFINED BELOW) FROM ANY AND ALL CLAIMS (ALSO DEFINED
BELOW) THAT YOU HAVE OR MAY HAVE AGAINST ANY RELEASED PERSON ARISING OUT OF IN ANY WAY RELATED TO YOUR USE OF
THE SERVICES OR USE OF THE VEHICLES. Such releases are intended to be general and
complete releases of all Claims. The Released Persons may plead such releases as a complete and sufficient
defense to any Claim, as intended third party beneficiaries of such releases.
“Claims” means collectively, and without limitation, any and all claims, injuries, demands,
liabilities, disputes, causes of action (including statutory, contract, negligence, or other tort theories),
proceedings, obligations, debts, liens, fines, charges, penalties, contracts, promises, costs, expenses
(including attorneys’ fees, whether incurred pre-litigation, pre-trial, at trial, on appeal, or
otherwise), damages of any kind whatsoever (including consequential, compensatory, or punitive damages), or
losses (whether known, unknown, asserted, non-asserted, fixed, conditional, or contingent) that arise from or
relate to (i) any of the Services, including any of the Vehicles, equipment or related information and/or (ii)
Your use of any of the foregoing, including without limitation Your Use of any Vehicles.
means, collectively, Wheels and all of its owners, managers, affiliates, employees, agents, representatives,
successors, and assigns and to the fullest extent permitted by law any municipality (including its elected and
appointed officials, officers, employees, agents, contractors, and volunteers) which has contracted with Wheels
to provide the Services.
Waiver of California Civil Code Section 1542. You expressly
agree and acknowledge that You may discover facts or law different from, or in addition to, the facts or law
that You know or believe to be true with respect to the Claims and the Released Persons. Nonetheless, You
expressly agree and acknowledge that Section 7.1 and Section 7.3 shall be and remain effective in all respects
notwithstanding such different or additional facts or the discovery of them. YOU EXPRESSLY AGREE AND ACKNOWLEDGE
THAT ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542 ARE EXPRESSLY WAIVED. California Civil Code Section
A GENERAL RELEASE DOES NOT EXTEND TO 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 also agree to waive any similar or analogous rights under the laws of any
Limited Liability. WITHOUT LIMITATION OF THE
FOREGOING GENERAL RELEASES, YOU ACKNOWLEDGE AND AGREE THAT, EXCEPT AS MAY OTHERWISE BE LIMITED OR EXPANDED BY
APPLICABLE LAW, WHEELS AND ALL OTHER RELEASED PERSONS ARE NOT RESPONSIBLE OR LIABLE FOR ANY CLAIM, INCLUDING
THOSE THAT ARISE OUT OF OR RELATE TO (I) ANY RISK, DANGER, OR HAZARD DESCRIBED IN THIS AGREEMENT AND ANY
RELEASE, (II) YOUR USE OF, OR INABILITY TO USE, ANY OF THE SERVICES, (III) YOUR BREACH OF THIS AGREEMENT AND ANY
RELEASE, INCLUDING BUT NOT LIMITED TO YOUR VIOLATION OF ANY PROHIBITED ACT SET OUT IN THE AGREEMENT, OR YOUR
VIOLATION OF ANY LAW, OR OF GOOD SAFETY PRACTICES, (IV) ANY NEGLIGENCE, MISCONDUCT, OR OTHER ACTION OR INACTION
BY YOU OR BY WHEELS OR ANY RELEASED PERSON, (V) YOUR FAILURE TO WEAR A BICYCLE HELMET OR OTHER PROTECTIVE GEAR
OR CLOTHING WHILE USING VEHICLE, OR THE FAILURE OF SUCH HELMET OR PROTECTIVE GEAR OR CLOTHING TO PREVENT DEATH
OR INJURY, OR (VI) ANY NEGLIGENCE, MISCONDUCT, OR OTHER ACTION OR INACTION OF ANY THIRD PARTY. YOU RELEASE AND
WAIVE ALL CLAIMS WITH RESPECT TO ANY OF THE FOREGOING, INCLUDING THOSE BASED IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), STATUTORY, OR OTHER GROUNDS, EVEN IF WHEELS, OR ANY OF THE OTHER RELEASED PERSONS HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH CLAIMS.
Voluntary Assumption of the Risk. You are solely and fully
responsible for the safe operation of the vehicle at all times. You understand that this release and other
sections in this Agreement describe and relate to the risks relating to Your use of the Services and Use of the
Vehicles. You affirm that You have read, understand, and accept the entire release and the Agreement. You agree
that the Vehicles are machines that may malfunction, even if properly maintained, and that such malfunction may
cause injury. You further agree that, before any Use of a Vehicle, You will perform the safety inspection
described in Section 2.15, and You will not Use a Vehicle that
fails the safety inspection and will immediately notify Wheels of such failure. You agree that Using a Vehicle
involves many inherent, obvious and not-so-obvious risks, dangers, and hazards which may result in injury or
death to You or to others, as well as damage to property, and that such risks, dangers, and hazards cannot
always be predicted or avoided. Such risks, dangers and hazards include and relate to, but are not limited to:
other vehicles, bicycles, pedestrians, buildings, objects, potholes, curbs, pavement cracks, ruts, uneven or
unstable roadways or bike paths, light rail or rail road tracks, weather/road conditions, animals, road kill,
vegetation, component malfunction or failure, the possibility of criminal or other third-party acts or
omissions, negligent acts by any Released Person, Your or any third person’s negligent acts or omissions,
and Your underlying known or unknown health conditions.
YOU AGREE THAT ALL SUCH RISKS, DANGERS, AND HAZARDS, WHETHER KNOWN OR UNKNOWN,
ARE YOUR SOLE RESPONSIBILITY AND YOU ASSUME ALL RELATED RISKS.
You further agree that if Your use of any of the Services, including without
limitation Your Use of the Vehicles, causes any injury or damage to another person or property, than You may be
liable for all resulting injuries, damages and related costs, and You agree to indemnify the Released Persons with
respect to any such claims. By choosing to Use a Vehicle, You assume full and complete responsibility for all
related foreseeable and unforeseeable risks, dangers, and hazards, and You agree that Wheels, and all other
Released Persons are not responsible for any death, injury, damage, or cost caused by You with respect to any
person or property, including the Vehicle itself.
Indemnification. You agree to defend, indemnify, and
hold harmless the Released Persons from and against any and all Claims, including all consequences, demands,
causes of action, losses, liabilities, damages, injuries, fees, costs and expenses, penalties, attorneys’
fees, judgments, suits settlements, and/or disbursements of any kind, or nature whatsoever, whether foreseeable
or unforeseeable, and whether known or unknown, that directly or indirectly arise from or are related to any
claim, suit, action, demand, or proceeding made or brought against any Released Person, or on account of the
investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring
heretofore or hereafter: (i) Your use or misuse of the Services, including without limitation Your Use of the
Vehicles; (ii) Your activities in connection with Your use of the Services, including without limitation Your
Use of the Vehicles; (iii) Your breach or alleged breach of this Agreement; (iv) Your violation or alleged
violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or
quasi-governmental authorities in connection with Your use of the Services (including without limitation Your
Use of the Vehicles) or Your activities in connection with the Services; and (vii) any misrepresentation made by
You (all the foregoing “Losses”). You will
cooperate as fully required by the Released Persons in the defense of any of the foregoing. Notwithstanding the
foregoing, the Released Persons retain the exclusive right to settle, compromise, and pay any and all Claims or
Losses, with all costs to be covered by You. Released Persons reserve the right to assume the exclusive defense
and control of any Claims or Losses, with all costs to be covered by You. You will not settle any Claims or
Losses without, in each instance, the prior written consent of an officer of a Released Persons.
Disclaimer of Warranties. TO THE
FULLEST EXTENT PERMITTED BY LAW, AND WITH RESPECT TO YOUR USE OF ANY OF THE SERVICES, VEHICLES OR RELATED
EQUIPMENT, WHEELS AND ALL OTHER RELEASED PERSONS DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Service Provided As-Is. ALL OF THE
SERVICES, VEHICLES, AND RELATED EQUIPMENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND
“WITH ALL FAULTS” (AND YOU RELY ON THEM SOLELY AT YOUR OWN RISK). The
Released Persons hereby disclaim and make no representations, warranties, endorsements, or promises, express or
implied, as to:
the Services (including the Vehicles, the Content, and the equipment rented through
the functions, features, or any other elements on, or made accessible through the
any instructions offered, referenced, or linked through the Services, or that any
information (including instructions) on the Services is accurate, complete, correct, adequate, useful, timely or
whether the Services or the servers that make the Services available are free from
any harmful components (including viruses, Trojan horses, or other technologies that could adversely impact Your
use of the Services or Your personal property;
whether any defects to or errors on the Services will be repaired or corrected;
whether the Services will be available at any particular time or location, or
whether Your access to the Services will be uninterrupted; and
whether your use of the Services, including without limitation Your Use of the
Vehicles, is lawful in any particular jurisdiction.
Some jurisdictions limit or do not allow the disclaimer of implied or other warranties
so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable. However, in
those jurisdictions, Wheels expressly disclaims any and all warranties to the fullest extent permitted by
Notice. You may contact Wheels
Labs, Inc. by writing or emailing as follows:
8730 Sunset Blvd., Suite 290 Los Angeles, California 90069
BINDING ARBITRATION; CLASS ACTION WAIVER.
Dispute Resolution. Certain portions of this Section 10 are deemed to be a “written agreement to
arbitrate” pursuant to the Federal Arbitration Act (“FAA”). You and Wheels expressly agree and intend that this Section
10 satisfies the “writing” requirement of the Federal Arbitration Act.
This Section 10 can only be amended by mutual agreement.
Informal Resolution of Disputes and Excluded Disputes. If any Claim or Losses arises out of or relates to the Services or this Agreement, then You and
Wheels agree to send notice to the other providing a reasonable description of the Claim or Losses, along with a
proposed resolution of it. Wheels notice to You will be sent to You based on the most recent contact information
that You provide Wheels. If no such information exists or if such information is not current, Wheels has no
obligation under this Section 10.2. For a period of sixty (60)
days from the date of receipt of notice from the other party, You and Wheels will engage in a dialog to attempt
to resolve the Claim or Losses, though nothing will require either You or Wheels to resolve the Claim or Losses
on terms with respect to which You and Wheels, in each of our sole discretion, are not comfortable.
BINDING ARBITRATION AND CLASS ACTION WAIVER. If You
and Wheels cannot resolve a Claim or Losses, within sixty (60) days of the receipt of the notice, then You agree
that that any such Claim or Losses and all other disputes arising out of or relating to the interpretation,
applicability, enforceability or formation of this Agreement, including, but not limited to any claim that all
or any part of this Agreement are void or voidable, or whether a claim is subject to arbitration relating to
Your use of the Services, will be resolved by binding arbitration, rather than in court. The FAA, not state law,
shall govern the arbitrability of such disputes, including the class action waiver below. However, You and
Wheels agree that California state law or United States federal law shall apply to, and govern, as appropriate,
any and all Claims or Losses arising between You and Wheels regarding this Agreement and the Services, whether
arising or stated in contract, statute, common law, or any other legal theory, without regard to choice of law
principles. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
However, an arbitrator must follow the terms of this Agreement as a court would. This Section 10 and provisions on binding arbitration and class action waiver
shall survive any termination of your Account or the Services.
Initiating Arbitration. To begin an
arbitration proceeding, You must send a letter requesting arbitration and describing Your claim to Wheels at
8730 Sunset Blvd., Suite 290, Los Angeles, California 90069. The arbitration will be conducted by JAMS in
accordance with the JAMS Streamlined Arbitration Procedure Rules in effect at the time the arbitration is
initiated, excluding any rules or procedures governing or permitting class actions. Payment of all filing,
administration and arbitrator fees will be governed by JAMS's rules. The arbitration shall take place in San
Jose, California or at such other venue (and pursuant to such procedures) as is mutually agreed upon. You can
obtain JAMS procedures, rules, and fee information as follows: JAMS: 800.352.5267 and http://www.jamsadr.com.
Fees. You and Wheels will pay the administrative and
arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable
arbitration rules or laws require Wheels to pay a greater portion or all of such fees and costs in order for
this Section 10 to be enforceable, then Wheels will have
the right to elect to pay the fees and costs and proceed to arbitration. Arbitration rules may permit You to
recover attorneys’ fees. Wheels will not seek to recover attorneys’ fees and costs in arbitration
unless the arbitrator determines the claims are frivolous.
Class Action Waiver. YOU AND WHEELS EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN
INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.You and Wheels each agree that such proceeding shall take solely by
means of judicial reference pursuant to California Code of Civil Procedure section 638.
Exclusions; Venue. Notwithstanding the agreement to resolve
all disputes through arbitration, You or Wheels may bring suit in court to enjoin infringement or other misuse
of intellectual property rights (including patents, copyrights, trademarks, trade secrets, and moral rights, but
not including privacy rights). You or Wheels may also seek relief in small claims court for Claims or Losses
within the scope of that court’s jurisdiction. In the event that the arbitration provisions above
are found not to apply to You or to a particular Claim or Losses, either as a result of Your decision to opt-out
of the arbitration provisions or as a result of a decision by the arbitrator or a court order, You agree that
the venue for any such Claim or dispute is exclusively that of a state or federal court located in Santa Clara
County, California. You and Wheels agree to submit to the personal jurisdiction of the courts located within
Santa Clara County, California for the purpose of litigating all such Claims, Losses or any other disputes
arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement
or Your use of the Services in the event that the arbitration provisions are found not to apply. In such a case,
should Wheels prevail in litigation against You to enforce its rights under this Agreement, Wheels shall be
entitled to its costs, expenses, and reasonable attorneys’ fees (whether incurred at or in preparation for
trial, appeal or otherwise) incurred in resolving or settling the dispute, in addition to all other damages or
awards to which Wheels may be entitled.
Limited Time to File Claims. TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, IF YOU OR WHEELS WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WHEELS
MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH HEREIN) WITHIN ONE (1)
YEAR AFTER THE DISPUTE ARISES OR IT WILL BE FOREVER BARRED. Commencing means, as
applicable: (i) by delivery of written notice as set forth herein; (ii) filing for arbitration with JAMS as set
forth herein; or (iii) filing an action in state or federal court. This provision will not apply to any legal
action taken by Wheels to seek an injunction or other equitable relief in connection with any Losses (or
potential Losses) relating to the Services, any Content, intellectual property rights of Wheels, and/or
Wheels’ operation of the Vehicles and/or Services.
Your Right to Opt-Out. You have the right to opt-out and not
be bound by the arbitration and class action waiver provisions set forth above by sending written notice of Your
decision to opt-out to: email@example.com with the subject
line “WHEELS ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty
(30) days of Your first use of the Services, otherwise you shall be bound to arbitrate any disputes in
accordance with the terms of this Agreement providing for binding arbitration. If You opt-out of these
arbitration provisions, Wheels also will not be bound by them.
Reservation of Rights. Wheels reserves the right, without
any limitation to: (i) investigate any suspected breach of the Services’ security or information
technology or other systems or networks; (ii) investigate any suspected breach of this Agreement; (iii)
investigate any information obtained by Wheels in connection with reviewing law enforcement databases or
complying with criminal laws; (iv) involve and cooperate with law enforcement authorities in investigating any
of the foregoing matters; (v) prosecute violators of this Agreement; and (iv) discontinue the Services, in whole
or in part, or suspend or terminate Your access to it, in whole or in part, without notice, for any reason and
without any obligation to You or any third party. Any suspension or termination will not affect Your obligations
to Wheels under this Agreement.
Waivers. No waiver or any breach of any provision this
Agreement is a waiver of any other breach or of any other provision of this Agreement. To the extent permitted
by applicable law, You agree to waive, and You hereby waive, any applicable statutory and common law that may
permit a contract to be construed against its drafter.
Headings. The headings within this Agreement are a matter of
convenience and for reference purposes only. The headings are not to be used as an aid in interpretation or in
any way define, limit, construe or describe the scope or intent of such section.
Survival. All sections, which by their context ought to
survive this Agreement, shall survive any termination or expiration of this Agreement.
Severability. If a court deems any provision of this
Agreement, including but not limited to the binding arbitration and class action waiver provisions, illegal or
otherwise unenforceable for any reason, You agree that such provision shall be severed from the Agreement and
shall be inoperative, and the remainder of the Agreement shall remain operative and shall be binding on the
Cumulative Remedies. All rights and remedies granted under
or referred to in this Agreement are cumulative and nonexclusive, and resort to one by Wheels does not preclude
the availability or applicability of another or to any other right, remedy or defense provided by law.
Updates to Terms. AS THE WHEELS
SERVICES EVOLVE, THE TERMS AND CONDITIONS UNDER WHICH WHEELS OFFERS SERVICES MAY BE MODIFIED. AS SUCH, YOU
EXPRESSLY AGREE TO THE FOLLOWING:
At any time and from time to time, and without Your consent, Wheels may unilaterally
amend, modify, or change this Agreement, in its sole discretion and without any notice or cause. Wheels may
cease offering the Services under the terms for which they were previously offered.
Whenever a change is made to this Agreement, Wheels will post a notification on the
Platform. You agree that the revised Agreement will be effective as to new use and transactions as of the time
that such updates are posted, or such later date as may be specified in them or in any other notice to You by
You agree to check the Platform and keep the contact information that You provide to
Wheels up to date. You agree that any update to this Agreement and notice to You via such contact information is
a reasonable manner of providing You notice. In the event any notice to You of new, revised or additional terms
is determined to be insufficient, the prior agreement between You and Wheels shall continue until sufficient
notice to establish a new agreement occurs.
By continuing to use any Services after any amendment, modification, or change, You
have agreed to be bound by all such amendments, modifications, and changes. You can reject any new, revised or
additional terms by discontinuing use of the Services and related services.
California Consumer Rights. Residents of California are
entitled to the following specific consumer rights information: You may contact the Complaint Assistance Unit of
the Division of Consumer Services of the Department of Consumer Affairs by mail at: 400 R St., Suite 1080,
Sacramento, California, 95814, by telephone at (916) 445-1254, or visit their website at http://www.dca.ca.gov.
Final Agreement. This Agreement constitutes the sole and
entire agreement between the You and Wheels with respect to the subject matter of this Agreement and supersedes
all prior and contemporaneous understandings, agreements, and representations and warranties, both written and
oral, with respect to such subject matter.