Vibe Ride Terms of Service
Last Updated: May 2019
Information We CollectA. Information You Provide to Us
Registration Information. When you sign up for a Vibe account, you give us your name, email address, and phone number. If you decide to sign up for Vibe using any other process, we will also get basic information from your profile like your name, gender, profile photo, and friends.
User Profile Information. When you join the Vibe community, you can create a Vibe Profile to share fun facts about yourself and discover mutual friends and interests. Filling out a profile is optional, and you can share as little or as much as you want. Your name (and for Drivers, Profile photos) is always part of your Profile. Read more below about how you can control who sees your Profile.
Payment Method. When you add a credit card or payment method to your Vibe account, a third party that handles payments for us will receive your card information. To keep your financial data secure, we do not store full credit card information on our servers.
Communications. If you contact us directly, we may receive additional information about you. For example, when you contact the Action Desk, we will receive your name, email address, phone number, the contents of a message or attachments that you may send to us, and other information you choose to provide.
Driver Application Information. If you decide to join our Vibe Driver community, in addition to the basic registration information we ask you for your date of birth, physical address, Social
Security number, Driver’s license information, vehicle information, car insurance information,and in some jurisdictions we may collect additional business license or permitting information. We share this information with our partners who help us by running background checks on Drivers to help protect the Vibe community.
Payment Information. To make sure Drivers get paid, we keep information about Drivers’ bankrouting numbers, tax information, and any other payment information provided by Drivers.
B. Information We Collect When You Use the Vibe Platform
Location Information. Vibe is all about connecting Drivers and Riders. To do this, we need to know where you are. When you open Vibe on your mobile device, we receive your location. We may also collect the precise location of your device when the app is running in the foreground orbackground. If you label certain locations, such as “home” and “work,” we receive thatinformation, too.
Your location information is necessary for things like matching Riders with nearby Drivers, determining drop off and pick up locations, and suggesting destinations based on previous trips. Also, if the need ever arises, we may use and share location information to help protect the safetyof Vibe Users or a member of the public. In addition to the reasons described above, Drivers’location information and distance travelled is necessary for calculating charges and insurance for Vibe rides. If you give us permission through your device settings or Vibe app, we may collect your location while the app is off to identify promotions or service updates in your area.
Device Information. Vibe receives information from Users’ devices, including IP address, webbrowser type, mobile operating system version, phone carrier and manufacturer, application installations, device identifiers, mobile advertising identifiers, push notification tokens, and, if you register with an outside account, your account identifier. We may collect mobile sensor datafrom Drivers’ devices (such as speed, direction, height, acceleration or deceleration) to improvelocation accuracy and analyze usage patterns.
Usage Information. To help us understand how you use the Vibe Platform and to help us improve it, we automatically receive information about your interactions with the Vibe Platform, like the pages or other content you view, your actions within the Vibe app, and the dates and times of your visits.
Call and Text Information. We work with a third-party partner to facilitate phone calls and text messages between Riders and Drivers who have been connected for a ride. We receive information about these communications including the date and time of the call or SMS message,the parties’ phone numbers, and the content of any SMS messages. For security purposes, wemay also monitor and/or record the contents of phone calls made on the Vibe Platform, such as those between Riders and Drivers. You will be given notice that your call may be recorded, and by proceeding you agree to allow Vibe to monitor and/or record your call.
User Feedback. At Vibe, we want to make sure Users are always enjoying great rides. Riders and Drivers may rate and review each other at the end of every ride. We receive information about ratings and reviews and, as we explain below, give Riders information about Drivers’ratings and reviews and vice versa.
Information from Cookies and Similar Technologies. We collect information through the useof “cookies”, tracking pixels, and similar technologies to understand how you navigate through the Vibe Platform and interact with Vibe advertisements, to learn what content is popular, and to save your preferences. Cookies are small text files that web servers place on your device; they are designed to store basic information and to help websites and apps recognize your browser. We may use both session cookies and persistent cookies. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be accessed every time you use the Vibe Platform. You should consult your web browser(s) to modify your cookie settings. Please note that if you delete or choose not to accept cookies from us, you may be missing out on certain features of the Vibe Platform.
C. Information We Collect from Third Parties
Third Party Services. If you choose to register for Vibe or otherwise link your Vibe accountwith a third party’s service (such as Facebook), we may receive the same type of information wecollect from you (described above) directly from those services.
Third Party Partners. We may receive additional information about you, such as demographic data, payment information, or fraud detection information, from third party partners and combine it with other information that we have about you.
Background Information on Drivers. Vibe works with third party partners to perform driving record and criminal background checks on Drivers, and we receive information from them suchas publicly available information about a Driver’s driving record or criminal history.
How We Use the Information We Collect
We use the information we collect from all Users to:
Connect Riders with Drivers;
Provide, improve, expand, and promote the Vibe Platform;
Analyze how the Vibe community uses the Vibe Platform;
Communicate with you, either directly or through one of our partners, including for marketing and promotional purposes;
Personalize the Vibe experience for you and your friends and contacts;
Send you text messages and push notifications;
Facilitate transactions and payments;
Provide you with customer support;
Find and prevent fraud; and
Respond to trust and safety issues that may arise, including auto incidents, disputes between Riders and Drivers, and requests from government authorities. Additionally, we use the information we collect from Drivers for the following purposes related to driving on the Vibe Platform:
Sending emails and text messages to Drivers who have started the Driver application process regarding the status of their application;
Determining a Driver’s eligibility to drive for Vibe
Notifying Drivers about ride demand, pricing and service updates; and
Calculating and providing Vibe’s auto insurance policy and analyzing usage patterns for safety and insurance purposes.
How We Share the Information We Collect
A. Sharing Between Users
Sharing between Riders and Drivers. Riders and Drivers that have been matched for a ride are able to see basic information about each other, such as names, photo, ratings, and any information they have added to their Profiles. Riders and Drivers who connect their Vibe accounts to social media sites may also be able to see their mutual friends during the ride. Drivers see the pick-up location that the Rider has provided. Riders see a Driver’s vehicleinformation and real-time location as the Driver approaches the pick-up location. Riders’ ratings of Drivers are shared with Drivers on a weekly basis. We de-identify the ratings and feedback,but we can’t rule out that a Driver may be able to identify the Rider that provided the rating orfeedback.
Although we help Riders and Drivers communicate with one another to arrange a pickup, we do not share your actual phone number or other contact information with other Users. If you report a lost or found item to us, we will seek to connect you with the relevant Rider or Driver, including sharing actual contact information with your permission.
Sharing between Vibe Riders. Riders who have been matched with you will be able to see your name, photo and any information you have added to your Profile. If you connect your Vibe account to social media sites, we may show your mutual friends with other Riders who are also connected. Any future services that might match multiple users for the same ride may show photos of possible matches to you and other Riders.
B. Sharing Between Vibe and Third Parties
API and Integration Partners. If you connect to the Vibe Platform through an integration with a third-party service, we may share information about your use of the Vibe Platform with that third party. We may share your information with our third-party partners in order to receive additional information about you. We may also share your information with third party partners to create offers that may be of interest to you.
Third Party Services. The Vibe Platform may allow you to connect with other websites, products, or services that we don’t have control over (for example, we may give you the abilityto order a food delivery from a restaurant from within the Vibe app). If you use these services, we will provide the third party with information about you to allow them to provide the service to you (for example, we would give the restaurant your name, phone number and address to dropoff the food). We can’t speak to the privacy practices of these third parties, and we encourageyou to read their privacy policies before deciding whether to use their services.
Service Providers. We work with third party service providers to perform services on our behalf, and we may share your information with such service providers to help us provide the Vibe Platform, including all of the things described in How We Use the Information We Collect above.
Regional/International Partners. We’ve partnered with several ride-sharing services in the US and abroad so Riders can continue to find rides when they open the Vibe app, and Drivers can provide services to international travelers in the U.S. When we match a ride with the partner, we share the same information that is shared between matched Riders and Drivers on the Vibe Platform. In some cases, we are unable to mask your phone number if you call an international Driver, so please keep that in mind before using this feature.
Other Sharing. We may share your information with third parties in the following cases:
While negotiating or in relation to a change of corporate control such as a restructuring, merger or sale of our assets;
If a government authority requests information and we think disclosure is required or appropriate in order to comply with laws, regulations, or a legal process;
With law enforcement officials, government authorities, or third parties if we think doing so is necessary to protect the rights, property, or safety of the Vibe community, Vibe, or the public;
To comply with a legal requirement or process, including but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures.
If you signed up for a promotion with another User’s referral or promotion code, with your referrer to let them know about your redemption of or qualification for the promotion;
With our insurance partners to help determine and provide relevant coverage in the event of an incident;
To provide information about the use of the Vibe Platform to potential business partners in aggregated or de-identified form that can’t reasonably be used to identify you;
Whenever you input a Vibe Direct’s Independent Rep’s ID into your Driver or RiderApp; and
Whenever you consent to the sharing.
Email Subscriptions. You can always unsubscribe from our commercial or promotional emails but we will still send you transactional and relational emails about your account use of the Vibe Platform.
Text Messages. You can opt out of receiving commercial or promotional text messages at any time. You may also opt out of receiving all texts from Vibe (including transactional or relational messages) however, opting out of receiving all texts may impact your use of the Vibe Platform. Drivers can also opt out of Driver-specific messages.
Push Notifications. You can opt out of receiving push notifications through your device settings. Please note that opting out of receiving push notifications may impact your use of the Vibe Platform (such as receiving a notification that your ride has arrived).
Profile Information. While your name will always be shared with Drivers and fellow Vibe Riders, you can delete any additional information that you added to your Profile at any time if you don’t want Drivers and Vibe Riders to see it. Riders will always be able to see Drivers’names, rating, profile photos, and vehicle information.
Location Information. While you can prevent your device from sharing location information atany time through your Device’s operating system settings, Rider and Driver location is core to the Vibe Platform and without it we can’t provide our services to you.
Social Media Friends. You can control whether to enable or disable social media mutual friends feature through your profile settings.
Data Security. We are committed to protecting the data of the Vibe community. Even though we take reasonable precautions to protect your data, no security measures can be 100% secure, and we cannot guarantee the security of your data.
Children’s Privacy. Vibe is not directed to children, and we don’t knowingly collect personalinformation from children under 13. If we find out that a child under 13 has given us personal information, we will take steps to delete that information. If you believe that a child under the age of 13 has given us personal information, please contact us.
Vibe Ride Terms of Service
Last Updated: May 2019
These terms of service constitute a legally binding agreement (the “Agreement”) between you and Vibe Direct, LLC. (“Vibe,” “we,” “us” or “our”) governing your use of the Vibe application, website, and technology platform (collectively, the “Vibe Platform”).
Please be advised: This Agreement contains provisions that govern how claims you and Vibe have against each other can be initiated and settled. These provisions will, with limited exception, require you to submit claims you have against Vibe to binding and final arbitration on an individual basis, not as a plaintiff or class member in any class, group or representative action or proceeding. As a Driver or Driver applicant, you have an opportunity to opt out of arbitration with respect to certain claims as provided in Dispute Resolution and Arbitration Agreement.
By entering into to this Agreement, and/or by using or accessing the Vibe platform you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provisions in Dispute Resolution and Arbitration Agreement) and accept all of its terms. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access the Vibe Platform. If you use the services of Vibe or its affiliates in anothercountry, by using the Vibe Platform in that country you agree to be subject to Vibe’s terms ofservice for that country.
The Vibe Platform
The Vibe Platform provides a marketplace where persons who seek transportation to certain destinations (“Riders”) can be matched with persons driving to or through those destinations (“Drivers”). Drivers and Riders are collectively referred to herein as “Users,” and each User shallcreate a User account that enables access to the Vibe Platform. Each person may only create one User account, and Vibe reserves the right to shut down any additional accounts. As a User, you authorize Vibe to match you with a Driver or Rider based on factors such as your location, the estimated time to pick you up, your destination, user preferences, and platform efficiency, and to cancel an existing match and rematch based on the same considerations. For purposes of this Agreement, the driving services provided by Drivers to Riders that are matched through the Platform shall be referred to collectively as the “Services”. Any decision by a User to offer or accept Services is a decision made in such User’s sole discretion. Each transportation Serviceprovided by a Driver to a Rider shall constitute a separate agreement between such persons.
Modification to the Agreement
In the event Vibe modifies the terms and conditions of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Vibe reserves the right to modify any information referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the Vibe Platform or Services after any such changes shall constitute your consent to such changes. Unless material changes are made to the arbitration provisions herein, you agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration (if applicable).
The Vibe Platform may only be used by individuals who can form legally binding contracts under applicable law. The Vibe Platform is not available to children (persons under the age of 18) or Users who have had their User account temporarily or permanently deactivated. By becoming a User, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account.
As a Rider, you understand that request or use of the Services may result in charges to you(“Charges”). Charges include Fares and other applicable fees, tolls, surcharges, and taxes as setforth in your market, plus any tips to the Driver that you voluntarily elect to pay. Vibe has the authority and reserves the right to determine and modify pricing by posting applicable pricing updates or quoting you a price for a specific ride at the time you make a request. Pricing may
vary based on the type of service you request. You are responsible for reviewing the applicable price quote within the Vibe app and shall be responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts thereof.
There are two types of fares, variable and quoted.
Variable Fares. Variable fares consist of an origination charge and incremental charges based on the duration and distance of your ride. For particularly short rides, minimumfares may apply. Please note that Vibe uses GPS data from your Driver’s phone tocalculate the distance traveled on your ride. We cannot guarantee the availability or accuracy of GPS data. If we lose data we will, calculate time and distance using available data from your ride.
Quoted Fares. In some cases, Vibe may quote you a fare at the time of your request. The quote is subject to change until the ride request is confirmed. If during your ride you change your destination, make multiple stops, or attempt to abuse the Vibe Platform, we may cancel the fare quote and charge you a variable fare based on the time and distance of your ride. Vibe does not guarantee that the quoted fare price will be equal to a variable fare for the same ride.
Fees and Other Charges.
Service Fee. You may be charged a “Service Fee” for each ride as set forth on the appused to originate the ride.
Peak. At times of high demand for Services you acknowledge that Charges may increase moderately. For all rides with a variable fare, we will use reasonable efforts to inform you of any multipliers in effect at the time of your request. For quoted fares we may factor in the multiplier into the quoted price of the ride.
Cancellation Fee. After requesting a ride, you may cancel it through the app, but note that in certain cases a cancellation fee may apply. You may also be charged if you fail to show up after requesting a ride. Please contact our Action Desk to learn more about the Vibe cancellation policy, including applicable fees and taxes.
Damage Fee. If a Driver reports that you have materially damaged the Driver’s vehicle,you agree to pay a “Damage Fee” of up to $500 depending on the extent of the damage (as determined by Vibe in its sole discretion), towards vehicle repair or cleaning. Vibe reserves the right (but is not obligated) to verify or otherwise require documentation of damages prior to processing the Damage Fee.
Tolls. In some instances, tolls (or return tolls) may apply to your ride. We do not guarantee that the amount charged by Vibe will match the toll charged to the Driver, if any.
Other Charges. Other fee and surcharges may apply to your ride, including: actual or anticipated airport fees, state or local fees, event fees as determined by Vibe or its marketing partners, and processing fees for split payments. In addition, where required by law Vibe will collect applicable taxes.
● Tips. Following a ride, you may elect to tip your Driver through the Vibe application. No cash tips are allowed. Any and all tips will be 100% paid to the applicable Driver.
Facilitation of Charges. All Charges are facilitated through a third-party payment processing service (e.g., Stripe, Inc.). Vibe may replace its third-party payment processing services without notice to you. Charges shall only be made through the Vibe Platform. Cash payments are strictly prohibited. Your payment of Charges to Vibe satisfies your payment obligation for your use of the Vibe Platform and Services.
No Refunds. All Charges are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Vibe Platform, any disruption to the Vibe Platform or Services, or any other reason whatsoever.
Coupons. You may receive coupons that you can apply toward payment of certain Charges upon completion of a Ride. Coupons are only valid for use on the Vibe Platform and are not transferable or redeemable for cash except as required by law. Coupons cannot be combined, and if the cost of your ride exceeds the applicable credit or discount we will charge your payment method on file for the outstanding cost of the Ride. For quoted or variable fares, Vibe may deduct the amount attributable to the Service Fee, Tolls, or Other Charges before application of the coupon. If you split payment for a Ride with another User, your coupon will only apply to your portion of the Charges. Additional restrictions on coupons may apply as communicated to you in a relevant promotion.
Credit Card Authorization. Upon addition of a new payment method or each ride request, Vibe may seek authorization of your selected payment method to verify the payment method, ensure the ride cost will be covered, and protect against unauthorized behavior. The authorization is not a charge however, it may reduce your available creditby the authorization amount until your bank’s next processing cycle. Should the amountof our authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or prepaid card. We cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank.
If you are a Driver, you will receive payment for your provision of Services pursuant to the terms of the Driver agreement which shall form part of this Agreement between you and Vibe. The Driver Addendum is either available in the Driver dashboard when you log into your account or contained in this document.
By entering into this Agreement or using the Platform, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Vibe, its affiliated companies and/or Drivers, may include but are not limited to: operational communications concerning your User account or use of the Vibe Platform or Services, updates concerning new and existing features on the Vibe Platform, communications concerning promotions run by us or our third-party partners, and news concerning Vibe and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.
If you wish to opt out of promotional emails, you can unsubscribe from our promotional email list by following the unsubscribe options in the promotional email itself. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of using the Vibe Platform or the Services. If you wish to opt out of all texts or calls from Vibe, you acknowledge this may impact your use of the Vibe Platform or the Services.
You may be able to create or log-in to your Vibe User account through online accounts you may have with third party social networking sites (each such account, an “SNS Account”). By connecting to Vibe through an SNS Account, you understand that Vibe may access, store, and make available any SNS Account content according to the permission settings of your SNSAccount (e.g., friends, mutual friends, contacts or following/followed lists (the “SNS Content”)).
You understand that SNS Content may be available on and through the Vibe Platform to other Users. Unless otherwise specified in this Agreement, all SNS Content, if any, shall be considered to be your Information.
Promotions and Referral Programs
Vibe, at its sole discretion, may make available promotions with different features to any Users or prospective Users. These promotions, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with Vibe. Vibe reserves the right to withhold or deduct credits or benefits obtained through a promotion in the event that Vibe determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or this Agreement.
As part of your User account, Vibe may provide you with or allow you to join Vibe Direct tocreate a “Rep ID,” a unique alphanumeric code for you to distribute to your friends and family (each a “Referred User”) to become new Vibe Riders (“Referred Riders”) or Drivers (“Referred Drivers”) in your country. Use of the RepID is subject to Vibe Direct’s agreements.
From time to time, Vibe may offer you with additional incentives to refer your friends and family to become new Users of the Vibe Platform in your country (the “Referral Program”).These incentives may come in the form of Vibe Ride Credits, and Vibe may set or change the incentive types, amounts, terms, restrictions, and qualification requirements for any incentives in its sole discretion. Your distribution of Rep ID’s and participation in the Referral Program is subject to Vibe Direct’s agreements.
With respect to your use of the Vibe Platform and your participation in the Services, you agree that you will not:
impersonate any person or entity;
stalk, threaten, or otherwise harass any person, or carry any weapons;
violate any law, statute, rule, permit, ordinance or regulation;
interfere with or disrupt the Vibe Platform or the servers or networks connected to the
post Information or interact on the Vibe Platform or Services in a manner which is
fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal;
use the Vibe Platform in any way that infringes any third party’s rights, including:
intellectual property rights, copyright, patent, trademark, trade secret or other proprietary
rights or rights of publicity or privacy;
post, email or otherwise transmit any malicious code, files or programs designed to
interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Vibe Platform;
“frame” or “mirror” any part of the Vibe Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to Vibe in order to direct any person to any other web site for any purpose;
modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble
any portion of the Vibe Platform or any software used on or for the Vibe Platform;
rent, lease, lend, sell, redistribute, license or sublicense the Vibe Platform or access to
any portion of the Vibe Platform;
use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Vibe Platform or its contents;
link directly or indirectly to any other web sites;
transfer or sell your User account, password and/or identification to any other party
discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or
cause any third party to engage in the restricted activities above.
Driver Representations, Warranties and Agreements
By providing Services as a Driver on the Vibe Platform, you represent, warrant, and agree that:
You possess a valid Driver’s license and are authorized and medically fit to operate amotor vehicle and have all appropriate licenses, approvals and authority to provide transportation to Riders in all jurisdictions in which you provide Services.
You own, or have the legal right to operate, the vehicle you use when providing Services, and such vehicle is in good operating condition and meets the industry safety standards and all applicable statutory and state department of motor vehicle requirements for a vehicle of its kind.
You will not engage in reckless behavior while driving, drive unsafely, operate a vehicle that is unsafe to drive, permit an unauthorized third party to accompany you in the vehicle while providing Services, provide Services as a Driver while under the influence of alcohol or drugs, or take action that harms or threatens to harm the safety of the Vibe community or third parties.
You will only provide Services using the vehicle that has been reported to, and approved by Vibe, and for which a photograph has been provided to Vibe, and you will not transport more passengers than can securely be seated in such vehicle (and no more than seven (7) passengers in any instance).
You will not, while providing the Services, operate as a public or common carrier or taxi service, accept street hails, charge for rides (except as expressly provided in this Agreement), demand that a rider pay in cash, or use a credit card reader, such as a Square Reader, to accept payment or engage in any other activity in a manner that is inconsistent with your obligations under this Agreement.
You will not attempt to defraud Vibe or Riders on the Vibe Platform or in connection with your provision of Services. If we suspect that you have engaged in fraudulent activity, we may withhold applicable Fares or other payments for the ride(s) in question.
You will make reasonable accommodation for Riders and/or for service animals, as required by law.
You agree that we may obtain information about you, including your criminal and driving records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement.
You have a valid policy of liability insurance (in coverage amounts consistent with all applicable legal requirements) that names or schedules you for the operation of the vehicle you use to provide Services.
You will pay all applicable federal, state and local taxes based on your provision of Services and any payments received by you.
All intellectual property rights in the Vibe Platform shall be owned by Vibe absolutely and in their entirety. These rights include database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Vibe Platform are the property of their respective owners. You acknowledge and agree that any questions,comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you tous are non-confidential and shall become the sole property of Vibe. Vibe shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
VIBE and all other Vibe logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Vibe in the United States and/or other countries(collectively, the “Vibe Marks”). If you provide Services as a Driver, Vibe grants to you, duringthe term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the Vibe Marks solelyin connection with providing the Services through the Vibe Platform (“License”). The License isnon-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder withoutVibe’s prior written permission, which it may withhold in its sole discretion. The Vibe Marksmay not be used in any manner that is likely to cause confusion.
You acknowledge that Vibe is the owner and licensor of the Vibe Marks, including all goodwill associated therewith, and that your use of the Vibe Marks will confer no additional interest in or ownership of the Vibe Marks in you but rather inures to the benefit of Vibe. You agree to use the Vibe Marks strictly in accordance with Vibe’s Trademark Usage Guidelines, as may be providedto you and revised from time to time, and to immediately cease any use that Vibe determines to nonconforming or otherwise unacceptable.
You agree that you will not: (1) create any materials that use the Vibe Marks or any derivatives of the Vibe Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by Vibe in writing; (2) use the Vibe Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Vibe Marks other than in accordance with the terms, conditions and restrictions herein; (3) takeany other action that would jeopardize or impair Vibe’s rights as owner of the Vibe Marks or thelegality and/or enforceability of the Vibe Marks, including, challenging or opposing Vibe’sownership in the Vibe Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Vibe Marks, any derivative of the Vibe Marks, any combination of the Vibe Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Vibe Marks; (5) use the Vibe Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.
Violation of any provision of this License may result in immediate termination of the License, inVibe’s sole discretion. If you create any materials bearing the Vibe Marks (in violation of thisAgreement or otherwise), you agree that upon their creation Vibe exclusively owns all right, title and interest in and to such materials, including any modifications to the Vibe Marks or derivative works based on the Vibe Marks. You further agree to assign any interest or right you may have in such materials to Vibe, and to provide information and execute any documents as reasonably requested by Vibe to enable Vibe to formalize such assignment.
Vibe respects the intellectual property of others and expects users to do the same. If you believe, in good faith, that any materials on the Vibe Platform or Services infringe upon your copyrights, please advise the Vibe Corporate Office.
The following disclaimers are made on behalf of Vibe, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.
Vibe does not provide transportation services, and Vibe is not a transportation carrier. Vibe is not a common carrier or public carrier. It is up to the Driver to decide whether or not to offer a ride to a Rider contacted through the Vibe Platform, and it is up to the Rider to decide whether or not to accept a ride from any Driver contacted through the Vibe Platform. We cannot ensure that a Driver or Rider will complete an arranged transportation service. We have no control over the quality or safety of the transportation that occurs as a result of the Services.
The Vibe Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the Vibe Platform and/or the Services, including the ability to provide or receive Services at any given location or time. To the fullest extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non- infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.
We do not warrant that your use of the Vibe Platform or Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error- free, or will meet your requirements, that any defects in the Vibe Platform will be corrected, or that the Vibe Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Vibe Platform or Services.
We cannot guarantee that each Rider is who he or she claims to be. Please use common sense when using the Vibe Platform and Services, including looking at the photos of the Driver or Rider you have matched with to make sure it is the same individual you see in person. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the Vibe Platform by persons under the age of 18 in violation of this Agreement. We encourage you to communicate directly with each potential Driver or Rider prior to engaging in an arranged transportation service.
Vibe is not responsible for the conduct, whether online or offline, of any user of the Vibe Platform or Services. You are solely responsible for your interactions with other users. We do not procure insurance for, nor are we responsible for, personal belongings left in the car by Drivers or Riders. By using the Vibe Platform and participating in the Services, you agree to accept such risks and agree that Vibe is not responsible for the acts or omissions of Users on the Vibe Platform or participating in the Services.
You are responsible for the use of your user account and Vibe expressly disclaims any liability arising from the unauthorized use of your user account. Should you suspect that any unauthorized party may be using your user account or you suspect any other breach of security, you agree to notify us immediately.
It is possible for others to obtain information about you that you provide, publish or post to or through the Vibe Platform (including any profile information you provide), send to other users, or share during the Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other users on the Vibe Platform or through the Services. Please carefully select the type of information that you post on the Vibe Platform or through the Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other users (including unauthorizedusers, or “hackers”).
Opinions, advice, statements, offers, or other information or content concerning Vibe or made available through the Vibe Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the Vibe Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Vibe Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.
Location data provided by the Vibe Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Vibe, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Vibe Platform. Any of your information, including geolocational data, you upload, provide, or post on the Vibe Platform may be accessible to Vibe and certain Users of the Vibe Platform.
Vibe advises you to use the Vibe Platform with a data plan with unlimited or very high data usage limits, and Vibe shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Vibe Platform.
This paragraph applies to any version of the Vibe Platform that you acquire from the Apple App Store. This Agreement is entered into between you and Vibe. Apple, Inc. (“Apple”) is not a partyto this Agreement and shall have no obligations with respect to the Vibe Platform. Vibe, not Apple, is solely responsible for the Vibe Platform and the content thereof as set forth hereunder.However, Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement. Uponyour acceptance of this Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof. This Agreement incorporates by reference Apple’s Licensed Application End User LicenseAgreement, for purposes of which, you are “the end-user.” In the event of a conflict in the termsof the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control.
State and Local Requirements
Certain jurisdictions have additional requirements for business licenses, insurance, vehicle related, and other TNC specific requirements. Understand and follow all requirements for the jurisdiction you service.
You will defend, indemnify, and hold Vibe including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses(including reasonable attorneys’ fees) relating to or arising out of your use of the Vibe Platformand participation in the Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, Drivers, Riders, other motorists, and pedestrians, as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the Vibe Platform or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) your ownership, use or operation of a motor vehicle or passenger vehicle, including your provision of Services as a Driver; and/or (5) any other activities in connection with the Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
Limitation of Liability
In no event will Vibe, including our affiliates, subsidiaries, parents, successors and assigns, andeach of our respective officers, directors, employees, agents, or shareholders (collectively “Vibe”for purposes of this section), be liable to you for any incidental, special, exemplary, punitive, consequential, or indirect damages (including damages for deletion, corruption, loss of data, loss of programs, failure to store any information or other content maintained or transmitted by the Vibe Platform, service interruptions, or for the cost of procurement of substitute services) arising out of or in connection with the Vibe Platform, the Services, or this Agreement, however arising including negligence, even if we or our agents or representatives know or have been advised of the possibility of such damages. The Vibe Platform may be used by you to request and schedule transportation, goods, or other services with third party providers, but you agree that Vibe has no responsibility or liability to you related to any transportation, goods or other services provided to you by third party providers other than as expressly set forth in this agreement. Certain jurisdictions may not allow the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have additional rights.
Term and Termination
This Agreement is effective upon your creation of a User account. This Agreement may be terminated: a) by User, without cause, upon seven (7) days’ prior written notice to Vibe; or b) by either Party immediately, without notice, upon the other Party’s material breach of thisAgreement, including but not limited to any breach of Restricted Activities or breach of Driver Representations, Warranties and Agreements (a) through (i) of this Agreement. In addition, Vibe may terminate this Agreement or deactivate your User account immediately in the event: (1) you no longer qualify to provide Services or to operate the approved vehicle under applicable law, rule, permit, ordinance or regulation; (2) you fall below Vibe’s service rating or cancellation threshold; (3) Vibe has the good faith belief that such action is necessary to protect the safety of the Vibe community or third parties, provided that in the event of a deactivation pursuant to (1)- (3) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to Vibe’s reasonable satisfaction prior to Vibe permanently terminating the Agreement. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to Vibe’s satisfaction, this Agreement will not be permanently terminated. Modification to the Agreement, Vibe Communications, Your Information (with respect to the license), Intellectual Property, Disclaimers, Indemnity, Limitations of Liability, Terms and Termination, Dispute Resolution and Arbitration Agreement, Confidentiality, Relationship with Vibe, and General shall survive any termination or expiration of this Agreement.
Dispute Resolution and Arbitration Agreement
(a) Agreement to Binding Arbitration Between You and Vibe.
You and Vibe mutually agree to waive our respective rights to resolution of disputes in a court of law by a judge or jury and agree to resolve any dispute by arbitration, as set forth below. Thisagreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act andsurvives after the Agreement terminates or your relationship with Vibe ends. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and Vibe, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders. This Arbitration Agreement also applies to claims between you and Vibe’s serviceproviders, including but not limited to background check providers and payment processors; and such service providers shall be considered intended third-party beneficiaries of this Arbitration Agreement.
Except as expressly provided below, all disputes and claims between Vibe (each a “Claim” and collectively, “Claims”) shall be exclusively resolved by binding arbitration solely between youand Vibe. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the Vibe Platform, the Services, any other goods or services made available through the Vibe Platform, your relationship with Vibe, the threatened or actual suspension, deactivation or termination of your User Account or this Agreement, background checks performed by or onVibe’s behalf, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by Vibe, any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for
individual claims for employee benefits under any benefit plan sponsored by Vibe and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.
By agreeing to arbitration, you understand that you and Vibe are waiving the right to sue in court or have a jury trial for all Claims, except as expressly otherwise provided in this Arbitration Agreement. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.
(b) Prohibition of Class Actions and Non-Individualized Relief.
You understand and agree that you and Vibe may each bring Claims in arbitration against the other only in an individual capacity and not on a class, collective action, or representative basis(“Class Action Waiver”). You understand and agree that you and Vibe both are waiving the rightto pursue or have a dispute resolved as a plaintiff or class member in any purported class, collective or representative proceeding. Notwithstanding the foregoing, this subsection (b) shall not apply to representative private attorneys general act claims brought against Vibe, which are addressed separately in Dispute Resolution and Arbitration Agreement (c).
The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief 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 party’s individual claims.
Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, then those Claims shall be severed from any remaining claims and may be brought in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.
(c) Representative PAGA Waiver.
Notwithstanding any other provision of this Agreement or the Arbitration Agreement, to the fullest extent permitted by law: (1) you and Vibe agree not to bring a representative action onbehalf of others under the Private Attorneys General Act of 2004 (“PAGA”), in any court or inarbitration, and (2) for any claim brought on a private attorney general basis, both you and Vibe
agree that any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether you have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “representative PAGA Waiver”). Notwithstanding any otherprovision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of this representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason: (i) the unenforceable provision shall be severed from this Agreement; (ii) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Agreement or the requirement that any remaining Claims be arbitrated on an individual basis pursuant to the Arbitration Agreement; and (iii) any such representative PAGA or other representative private attorneys general act claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any Claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the representative PAGA Waiver is unenforceable with respect to those Claims, the Parties agree that litigation of those Claims shall be stayed pending the outcome of any individual Claims in arbitration.
(d) Rules Governing the Arbitration.
Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by theAmerican Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules.Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the claims presented, the arbitrator shall have the discretion to select a differentset of AAA Rules, but in no event shall the arbitrator consolidate more than one person’s Claims,or otherwise preside over any form of representative, collective, or class proceeding.
As part of the arbitration, both you and Vibe will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim. The arbitrator may award any individualized remedies that would be available in court. 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 party’s individual claims. The arbitrator willprovide a reasoned written statement of the arbitrator’s decision which shall explain the awardgiven and the findings and conclusions on which the decision is based.
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 arbitrator shall not be bound by rulings in prior arbitrations involving different Riders or Drivers but is bound by rulings in prior arbitrations involving the same Rider or Driver to the extent required by applicable law. Thearbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided that any award may be challenged in a court of competent jurisdiction.
(e) Arbitration Fees and Awards.
The payment of filing and arbitration fees will be governed by the relevant AAA Rules subject to the following modifications:
If you initiate arbitration under this Arbitration Agreement after participating in the optional Negotiation process described in subsection (k) below and are otherwise required to pay a filing fee under the relevant AAA Rules, Vibe agrees that, unless your claim is for $5,000 or more, your share of the filing and arbitration fees is limited to $500, and that, after you submit proof of payment of the filing fee to Vibe, Vibe will promptly reimburse you for all but $500 of the filing fee. If, however, the arbitrator finds that either the substance of your claim or the relief sought in the claim is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the AAA Rules.
If Vibe initiates arbitration under this Arbitration Agreement, Vibe will pay all AAA filing and arbitration fees.
With respect to any Claims brought by Vibe against a Driver, or for Claims brought by a Driver against Vibe that: (A) are based on an alleged employment relationship betweenVibe and a Driver; (B) arise out of, or relate to, Vibe’s actual deactivation of a Driver’s User account or a threat by Vibe to deactivate a Driver’s User account; (C) arise out of, or relate to, Vibe’s actual termination of a Driver’s Agreement with Vibe under the termination provisions of this Agreement, or a threat by Vibe to terminate a Driver’sAgreement; (D) arise out of, or relate to, Fares (as defined in this Agreement, includingVibe’s commission or fees on the Fares), tips, or average hourly guarantees owed by Vibe to Drivers for Services, other than disputes relating to referral bonuses, other Vibe promotions, or consumer-type disputes, or (E) arise out of or relate to background checks performed in connection with a user seeking to become a Driver (the subset of Claims in subsections (A)-(E) shall be collectively referred to as “Driver Claims”), Vibe shall payall costs unique to arbitration (as compared to the costs of adjudicating the same claims before a court), including the regular and customary arbitration fees and expenses (to the extent not paid by Vibe pursuant to the fee provisions above). However, if you are the party initiating the Driver Claim, you shall be responsible for contributing up to an amount equal to the filing fee that would be paid to initiate the claim in the court of general jurisdiction in the state in which you provide Services to Riders, unless a lower fee amount would be owed by you pursuant to the AAA Rules, applicable law, or subsection (e)(1) above. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator. For purposes of this Dispute Resolution and ArbitrationAgreement (e)(3), the term “Driver” shall be deemed to include both Drivers and Driverapplicants who have not been approved to drive.
Except as provided in Federal Rule of Civil Procedure 68 or any state equivalents, eachparty shall pay its own attorneys’ fees and pay any costs that are not unique to thearbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.).
At the end of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to you if you prevail, to the extent authorized by applicable law.
Vibe may have a right to an award of attorneys’ fees and non-filing fee expenses if it prevails in an arbitration. Vibe will determine on a case by case basis if it will seek an award.
If the arbitrator issues you an award that is greater than the value of Vibe’s last writtensettlement offer made after you participated in good faith in the optional negotiation process described in subsection (k) below, then Vibe will pay you the amount of the award or U.S. $500, whichever is greater.
(f) Location and Manner of Arbitration.
Unless you and Vibe agree otherwise, any arbitration hearings between Vibe and a Rider will take place in the county of your billing address, and any arbitration hearings between Vibe and a Driver will take place in the county in which the Driver provides Services. If AAA arbitration is unavailable in your county, the arbitration hearings will take place in the nearest available location for a AAA arbitration. If your Claim is for $2500 or less, Vibe agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as determined by the AAA Rules. If your Claim exceeds $2500, the right to a hearing will be determined by the AAA Rules.
(g) Exceptions to Arbitration.
This Arbitration Agreement shall not require arbitration of the following types of claims: (1) small claims actions brought on an individual basis that are within the scope of such small claimscourt’s jurisdiction; (2) a representative action brought on behalf of others under PAGA or otherprivate attorneys general acts, to the extent the representative PAGA Waiver in Dispute Resolution and Arbitration Agreement (c) of such action is deemed unenforceable by a court ofcompetent jurisdiction under applicable law not preempted by the FAA; (3) claims for workers’compensation, state disability insurance and unemployment insurance benefits; and (4) claims that may not be subject to arbitration as a matter of generally applicable law not preempted by the FAA.
Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor,Securities Exchange Commission, National Labor Relations Board (“NLRB”), or Office ofFederal Contract Compliance Programs, or similar local, state or federal agency, and nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration However, should you bring an administrative claim, you may only seek or recover money damages of any type pursuant to this Arbitration Provision, and you knowingly and voluntarily waive the right to seek or recover money damages of any type pursuant to any administrative complaint, except for a complaint issued by the NLRB. Should you participate in an NLRB proceeding, you may only recover money damages if such recovery does not arise from or relate to a claim previously adjudicated under this Arbitration Provision or settled by you. Similarly, you may not recover money damages under this Arbitration Provision if you have already adjudicated such claim with the NLRB. Nothing in this Agreement or Arbitration Agreement prevents your participation in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision.
In addition to the severability provisions in subsections (c) above, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
(i) Driver Claims in Pending Settlement.
If you are a member of a putative class in a lawsuit against Vibe involving Driver Claims and a Motion for Preliminary Approval of a Settlement has been filed with the court in that lawsuitprior to this Agreement’s effective date (a “Pending Settlement Action”), then this Arbitration Agreement shall not apply to your Driver Claims in that particular class action. Instead, your Driver Claims in that Pending Settlement Action shall continue to be governed by the arbitration provisions contained in the applicable Agreement that you accepted prior to this Agreement’seffective date.
(j) Opting Out of Arbitration for Driver Claims That Are Not In a Pending Settlement Action.
As a Driver or Driver applicant, you may opt out of the requirement to arbitrate Driver Claims defined in Dispute Resolution and Arbitration Agreement (e)(3) (except as limited by Dispute Resolution and Arbitration Agreement (i) above) pursuant to the terms of this subsection if youhave not previously agreed to an arbitration provision in Vibe’s Terms of Service where you had the opportunity to opt out of the requirement to arbitrate. If you have previously agreed to such an arbitration provision, you may opt out of any revisions to your prior arbitration agreement made by this provision in the manner specified below but opting out of this arbitration provision has no effect on any previous, other, or future arbitration agreements that you may have with Vibe. If you have not previously agreed to such an arbitration provision and do not wish to be subject to this Arbitration Agreement with respect to Driver Claims, you may opt out of arbitration with respect to such Driver Claims, other than those in a Pending Settlement Action, by notifying Vibe in writing of your desire to opt out of arbitration for such Driver Claims, which writing must be dated, signed and delivered by: (1) electronic mail to or (2) by certified mail, postage prepaid and return receipt requested, or by any nationally recognized delivery service (eg, UPS, Federal Express, etc.) that is addressed to:
Vibe Direct, LLC.
2300 Valley View Lane, Suite 200 Irving, Texas 75062
Cases may be filed against Vibe and may be filed in the future involving Driver Claims. You should assume that there are now, and may be in the future, lawsuits against Vibe alleging class, collective, and/or representative Driver Claims in which the plaintiffs seek to act on your behalf, and which, if successful, could result in some monetary recovery to you. But if you do agree to arbitration of Driver Claims with Vibe under this Arbitration Agreement, you are agreeing in advance that you will bring all such claims, and seek all monetary and other relief, against Vibe in an individual arbitration provision, except for the Driver Claims that are part of a Pending Settlement Action. You are also agreeing in advance that you will not participate in, or seek to recover monetary or other relief, for such claims in any court action or class, collective, and/or representative action. You have the right to consult with counsel of your choice concerning this Arbitration Agreement and you will not be subject to retaliation if you exercise your right to assert claims or opt- out of any Driver Claims under this Arbitration Agreement.
(k) Optional Pre-Arbitration Negotiation Process.
Before initiating any arbitration or proceeding, you and Vibe may agree to first attempt to negotiate any dispute, claim or controversy between the parties informally for 30 days, unless this time period is mutually extended by you and Vibe. A party who intends to seek negotiation under this subsection must first send to the other a written notice of the dispute (“Notice”). TheNotice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.
You agree not to use any technical, financial, strategic and other proprietary and confidentialinformation relating to Vibe’s business, operations and properties, information about a User made available to you in connection with such User’s use of the Platform, which may include the User’s name, pick-up location, contact information and photo (“Confidential Information”)disclosed to you by Vibe for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Vibe in order to prevent it from falling into the public domain.
Notwithstanding the above, you shall not have liability to Vibe with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Vibe or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Vibe; becomes known to you, without restriction, from a source other than Vibe without breach of this Agreement by you andotherwise not in violation of Vibe’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to Vibe to enable VIbe to seek a protective order or otherwise prevent or restrict such disclosure.
Relationship with Vibe
As a Driver on the Vibe Platform, you acknowledge and agree that you and Vibe are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Vibe expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and Vibe; and (2) no joint venture, franchisor- franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind Vibe, and you undertake not to hold yourself out as an employee, agent or authorized representative of Vibe.
Vibe does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Services, your acts or omissions, or your operation and maintenance of your vehicle. You retain the sole right to determine when, where, and for how long you will utilize the Vibe Platform. You retain theoption to accept or to decline or ignore a Rider’s request for Services via the Vibe Platform, or to cancel an accepted request for Services via the Vibe Platform, subject to Vibe’s then-current cancellation policies. With the exception of any signage required by law or permit/license rulesor requirements, Vibe shall have no right to require you to: (a) display Vibe’s names, logos orcolors on your vehicle(s); or (b) wear a uniform or any other clothing displaying Vibe’s name,logos or colors. You acknowledge and agree that you have complete discretion to provide Services or otherwise engage in other business or employment activities.
In addition to connecting Riders with Drivers, the Vibe Platform may enable Users to provide or receive goods or services from other third parties. For example, Users may be able to use the Vibe Platform to order a delivery of goods, purchase a digital item, request a carpool ride from a commuter going in your direction, or when travelling outside of the United States, to connectwith local transportation platforms and request rides from local Drivers (collectively, the “Other Services”). You understand and that the Other Services are subject to the terms and pricing of the third-party provider. If you choose to purchase Other Services through the Vibe Platform, you authorize Vibe to charge your payment method on file according to the pricing terms set by the third-party provider. You agree that Vibe is not responsible and may not be held liable for the Other Services or the actions or omissions of the third- party provider. Such Other Services may not be investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Other Services accessed through the Vibe Platform.
Except as provided in Dispute Resolution and Arbitration Agreement, this Agreement shall be governed by the laws of the State of Texas. This choice of law provision is only intended to specify the use of Texas law to interpret this Agreement and is not intended to create any other substantive right to non- Texans to assert claims under Texas law whether by statute, common law, or otherwise. If any provision of this Agreement is or becomes invalid or non- binding, the parties shall remain bound by all other provisions of this Agreement. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by Vibe, in our sole discretion by providing notice to you. Except as explicitly stated otherwise, any notices to Vibe shall be given by certified mail, postage prepaid and return receipt requested to Vibe Direct, LLC, 2300 Valley View Lane, Suite 200, Irving, Texas 75062. Any notices to you shall be provided to you through the Vibe Platform or given to you via the email address or physical you provide to Vibe during the registration process. Headings are for reference purposes only and in no way define, limit,construe or describe the scope or extent of such section. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”. A party’s failure to actwith respect to a breach by the other party does not constitute a waiver of the party’s right to actwith respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and Vibe with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.
If you have any questions regarding the Vibe Platform or Services, please contact our Customer Support Team through our Action Desk.
Vibe Driver Addendum
Last Updated: May 2019
This Vibe Driver Addendum is an addendum to the Policy and Terms of Service agreement between you and Vibe and it sets forth additional terms and conditions that are applicable to your provision of Services through the Vibe Platform. Capitalized terms herein have the meaning setforth in the Agreement. This addendum replaces and supersedes any “Commission Schedule” orprior Driver Addendum that you have previously agreed to.
Driver Fare. You are entitled to a Driver Fare for the Services you perform for Riders, asprovided in the Agreement and this Driver Addendum. The “Driver Fare” for a completed ride consists of a base fare amount plus incremental amounts based on the actual time and distance of the ride, as measured by Vibe. The applicable base fare and time and distance amounts areshown in a rate card (the “Rate Card”) in your Driver dashboard or as shown in this Addendum.
The Rate Card amounts displayed in your Driver dashboard are personal to you. The Rate Card amounts may vary by including but not limited to by factors such as the market where you provide Services or pick up a particular ride, the date you applied or became approved as a Driver, the vehicle type you use, and the type of service you are providing (for example, standard Ride, Ride Plus or Ride Lux). The rates from the market in which you pick up the Rider will apply to that ride. Please note that some larger markets have different rates for different sub- regions within the larger market. In that case, the rates from the sub-region in which you pick up the Rider will apply to that ride. In certain situations, the Driver Fare may be predetermined (such as a flat rate trip) or subject to certain minimum or maximum amounts as described to you in your Rate Card. In situations where a Rider cancels your ride in violation of Vibe’scancellation policy, we may charge the Rider a cancellation fee on your behalf. In those cases, you will earn a Driver Fare in the amount of the cancellation payment set forth in your Rate Card. Your Rate Card may not be set or available to you until you are an approved Driver, and you agree Vibe makes no representation or warranties concerning the Rate Card amounts. Your Rate Card amounts are subject to change in Vibe’s discretion and any changes shall be published on the Rate Card. By continuing to use the Vibe Platform, you are deemed to accept these changes.
Additional Payments to You. In addition to the Driver Fare, you will receive the following payments, if applicable: (i) any tips provided by a Rider to you, (ii) any tolls or surcharges we collect for remittance to you, (iii) any damage charges we collect on your behalf, and (iv) any bonuses or incentives you earn based on your provision of Services.
Payments, Adjustments and Settlement. Vibe will collect payments owed to you by Riders and other third parties as your limited payment collection agent and you agree that the receipt of
such payments by Vibe satisfies the payer’s obligation to you. Vibe reserves the right to adjust or withhold all or a portion of a Driver Fare or other payment owed to you (except tips) (i) if webelieve that you have attempted to defraud or abuse Riders, Vibe or Vibe’s payment systems, or(ii) in order to resolve a Rider complaint (e.g., you took an inefficient route or failed to properlyend a particular instance of Services in the Vibe application when the ride was over). Vibe’sdecision to adjust or withhold the Driver Fare or other payment in any way shall be exercised in a reasonable manner. If you have agreed to any other amounts being deducted from your Driver Fares with any party, those amounts will be deducted before remittance to you, and we may
determine the order of these other deductions if allowed by law. We will use reasonable efforts to ensure that your Driver Fare and any other payments to you will be paid to you on at least a weekly basis. You acknowledge and agree that all payments owed to you shall not include any interest and will be net of any amounts that we are required to withhold by law.
Rider Charges. Vibe will charge the Rider an amount calculated or determined by Vibe on your behalf of Services you perform for Riders (the “Rider Charges”). Rider Charges may bedetermined after the ride is completed based on the time and distance of the ride (a “Variable Charge”). Alternatively, Rider Charges may be quoted in advance and fixed at the time of the ride request (a “Quoted Charge”). A Quoted Charge may differ from what the Variable Chargewould have been for the same ride (as Variable Charges change depending a number of dynamic factors). In either case, your payment for services shall be the Driver Fare as described in the three paragraphs above. Riders may elect to add an additional tip to you on top of the Rider
Charges. The tip shall be paid entirely to you and shall be considered separate from the Rider Charges. Unless we indicate to you otherwise, the Rider Charges includes the Driver Fare, applicable tolls, fees retained by us (including the Service Fee and Platform Fee described below), and any Third Party Fees. “Third Party Fees” include any applicable airport fees, or any state or local fees, surcharges or taxes imposed on the provision of Services or Vibe’s provision of the Vibe Platform that Vibe is required by law or agreement to collect and remit to third parties.
Vibe Fees. In exchange for your use of the Vibe Platform and the services provided by Vibe to you, you agree to pay Vibe (and permit Vibe to retain) a service fee (“Service Fee”) and platform fee (“Platform Fee”) based on each ride you provide. The Service Fee shall be a set amount for each ride as set forth in your Rate Card or this Addendum. The Platform Fee shall be a variable amount equaling the Rider Charges minus: (i) the Driver Fare, (ii) any tolls or surcharges we collect for remittance to you, (iii) the Service Fee, (iv) any Third Party Fees that Vibe collects, and (v) any bonuses or incentives you earn based on your provision of Services. In the event of a ride where the combination of (i)-(iv) above is greater than the Rider Charges, no Platform Fee will be charged to you for that ride. In such cases, any excess amounts that you receive will be shown as an adjustment to your Platform Fee (or if necessary, as an adjustment to another payment owed to you). The Platform Fee may include any event fees in effect (as determined by Vibe) based on the location of the pick-up or drop-off of the ride. For your convenience, Vibe may collect the Service Fee, event fees, or any split payment fees as applicable from Riders on your behalf to offset your payment of such fees to Vibe.
Payment Processing. Payment processing services are provided by Payquicker and subject to the Payquicker Agreement and Terms received during sign-up upon your first payment. By
using the Vibe Platform to receive payment proceeds, you agree to be bound by the Payquicker Agreement and Terms, which may be modified from time to time. As a condition of Vibe enabling payment processing services through Payquicker, you authorize Vibe to obtain all necessary access and perform all necessary activity on your Payquicker Account to facilitate your provision of Services as contemplated by the Agreement and your relationship with Vibe. You further agree to provide accurate and complete information about you and your business, and authorize Vibe to share it and transaction information with Payquicker for the purposes of
facilitating of the payment processing services provided by Stripe. Vibe reserves the right to switch payment processing vendors or use alternate or backup vendors in its discretion.
Vibe Payquicker. You acknowledge that you will be charged a fee(s) for this Pay service as described and agreed to prior to payment account setup. In addition, fees up to $5 each can be withheld from payment at the time W-9 or other tax reporting verifications need to be completed, and for 1099 reporting. You understand that (i) your financial institution may not support Vibe Payquicker, (ii) Vibe and Payquicker make no guarantee concerning how quickly Vibe Payquicker payments will settle with your account, and (iii) not all payments through the Vibe Platform are eligible for Vibe Payquicker.
Promotions and Coupons. Vibe may, at its discretion, offer promotional or other Coupons to Riders, however such discounts shall not impact the Driver Fare or any other payments owed to
you. You agree that Vibe may sell passes or subscriptions (each, a “Ride Pass”) on your behalf togenerate additional leads for your Services. Ride Passes entitle Riders to receive discounted or capped fares for qualifying rides (subject to certain limitations, terms and conditions). When a Rider uses a Ride Pass to receive a qualifying ride, Vibe will use the Ride Pass payment in satisfaction of the ride total Charges subject to the terms and conditions of the Ride Pass. Your payment for Services arranged with a Ride Pass will be determined based on the Driver Fare for the ride as provided in this Driver Addendum. In the event that Ride Pass collections from a Rider exceed qualifying ride Charges (if any), you agree that as between you and Vibe, and to the extent permitted by law, Vibe may retain such excess amounts in consideration for Vibe’s sales and marketing of Ride Passes.
No Additional Amounts. You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, Vibe and its Affiliates may seek to generate additional demand for your Services from new and existing Riders. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement and Driver Addendum.
Rate Card – Texas
Rate Card – Florida