Arro Terms and Conditions
Last Updated May 12, 2022
PLEASE READ THESE TERMS CAREFULLY AS THEY CONSTITUTE A LEGAL AND BINDING AGREEMENT BETWEEN YOU AND ARRO.
These Arro Terms and Conditions (the “Terms” ) between you and Arro, Inc. (“Arro,” “we,” “us” or “our”) govern your usage of the Arro Platform and the Services (as defined below in Description of Services) and constitute a legal and binding agreement. If you do not agree to be bound by the Terms, you may not use/access the Arro Platform or Services (as defined below in Description of Services).
PLEASE BE ADVISED THAT THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND ARRO CAN BE BROUGHT (SEE SECTION 7 BELOW). THESE PROVISIONS WILL, WITH LIMITED EXCEPTIONS REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST ARRO TO FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU UNDERSTAND THIS AGREEMENT, (INCLUDING THE DISPUTE RESOLUTION AND ARBITRATION PROVISIONS IN SECTION 7). YOU HAVE AN OPPORTUNITY TO OPT OUT OF ARBITRATION WITH RESPECT TO CERTAIN CLAIMS AS PROVIDED IN SECTION 7.
Arro provides the Arro rideshare application (“Application”), website and technology platform (collectively, the “Arro Platform”) that enables persons who seek transportation to request and be matched with third party independent transportation providers in certain locations in the United States and enables third party independent providers of transportation to accept the transportation requests.
If you do not agree with the Terms you must not access the Arro Services (as defined below in Description of Services) or accept any trip or transportation services offered to you by Arro, or otherwise made available to you (whether or not originating from Arro) through any technology platform of Arro or its affiliates.
YOU ACKNOWLEDGE THAT ARRO DOES NOT PROVIDE TRANSPORTATION SERVICES OR LOGISTIC SERVICES, DOES NOT OWN OR OPERATE ANY TAXIS, AND THAT IT DOES NOT CONSTITUTE OR OPERATE AS A TRANSPORTATION CARRIER.
ADDITIONALLY, ARRO DOES NOT HAVE ANY CONTROL OVER THE TAXI OWNERS, MANAGERS, DRIVERS AND/OR OPERATORS.
Drivers in New York City. If you are a driver in New York City, you shall also comply with ARRO PERSONAL PROTECTIVE EQUIPMENT REQUIREMENTS FOR NEW YORK CITY DRIVERS. If you provide services related to any Access-A-Ride Program administered by MTA New York City Transit (“MTA”) (or any successor replacement thereof (“AAR Program”) your provision of transportation services is also governed by ARRO AAR PROGRAM POLICIES.
2. CHANGES TO THE TERMS
Arro reserves the right, from time to time, to change these Terms in its sole and absolute discretion. Such changes will be binding on you only upon your acceptance of the amended Terms. Arro reserves the right to modify any information on pages referenced in the hyperlinks from these Terms from time to time, and such modifications shall become effective upon posting. Continued use of the 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 these Terms does not create a renewed opportunity to opt out of arbitration.
The Terms (which, whenever used herein, include any amendment or supplemental terms) supersede any other agreement or arrangement between Arro and yourself in connection with the subject matter hereof.
3. DESCRIPTION OF SERVICES
The Arro Platform may be accessed by authorized users of the Application, Arro website (www.ridearro.com), in-vehicle equipment and certain text based messaging protocols (“Text Messaging”) (collectively, the “Channels”). The Terms shall govern both your access and use of the Arro Platform, the Channels and any of its features and functionalities that enable (a) a person or entity (each, a “Passenger”) in certain locations in the United States to, among other things, (i) locate, hail, book and hire taxicabs or other for-hire vehicles (any such taxi or other for-hire vehicle, a “Taxi”), or (ii) pay for a Taxi ride, (b) a driver (a “Driver”) to accept a Trip Offer (as described below) or (c) a party to track certain Taxi rides and related expenses through a supported computing device. Using certain Channels, you can store your payment information, set your tip preferences, and view all of your past trips and receipts. The Arro Platform, Application, Channels and all related software, including all features and functionalities associated with each of the foregoing comprise the “Services.”
The Services shall include any and all offline activities (such as the collection of data through mailings, telephone, e-mail, text or in person) and online activities (such as an Application) owned, operated, provided or made available or accessible by Arro and/or its affiliates. You acknowledge that the Services, in whole or in part, may be made available, by or in connection with any of Arro, its affiliates, third party transportation providers and/or third party logistics providers.
A trip offer (‘Trip Offer”) is a ride request made available to a Driver (whether or not originating from Arro or from Third Party Rideshare Platforms (as defined below in Fees and Services)) through any technology platform of Arro or its affiliates.
ARRO DOES NOT PROVIDE TRANSPORTATION SERVICES, DOES NOT OWN OR OPERATE ANY TAXIS, AND DOES NOT CONSTITUTE OR OPERATE AS A TRANSPORTATION CARRIER. ARRO, THROUGH THE SERVICES, ONLY PROVIDES A TECHNOLOGY PLATFORM TO (1) OBTAIN CERTAIN THIRD PARTY TRANSPORTATION SERVICES, AND (2) FACILITATE PAYMENT OF FARES (AND, WHERE APPLICABLE, GRATUITIES) FOR CERTAIN THIRD PARTY TRANSPORTATION SERVICES.
When used in these Terms, the following definitions apply:
- “affiliate(s)” in the Terms refers, collectively, to (a) the direct and indirect shareholders of Arro, (b) any Person controlling, controlled by or under common control with Arro, including any sister company of Arro, and (c) any assignee or successor of any of the foregoing.
- “Control”, with respect to an entity, means the possession, directly or indirectly, of the power to vote a majority of the securities having voting power for the election of directors (or persons acting in similar capacities) of such entity or otherwise to direct or cause the direction of the management and policies of such Person, whether through shareholders, by contract or otherwise.
- Collectively, the “Group,” and each of them individually, a “member of the Group,” refers to Arro, its affiliates, and each of Arro’s and its Affiliates’ respective officers, directors, employees, agents, shareholders, licensors, partnering cities and municipalities and suppliers of Arro, including its technology systems provider, public organizations it collaborates with such as the AAR Program, and each such affiliate. For the avoidance of doubt, but without limiting the foregoing, the “Group” shall include the City of Houston and the City of Chicago when used in the Sections of these Terms labeled Indemnification, Disclaimers and Limitation of Liability.
- “hereto”, “herein”, “hereunder” or similar, shall be a reference to the Terms.
- “including” and its variations shall be deemed to mean “including, without limitation.”
- “Person” refers to any individual, organization, corporation or other entity.
- “third party”, when this is used in the Terms, means any Person which is not Arro.
- “Users” shall be a reference to any Person which accesses, possesses or uses any of the Services (such as Passengers and Drivers).
In order to access the Services, you first need to register and maintain a personal user account via an Application or other Arro-authorized method, or if an Account has previously been created for you, to update and acknowledge your Account. (“Account”). By registering an Account, you represent and warrant that you are capable of entering into a legally binding agreement and that all information submitted by you during such registration or otherwise is truthful, complete and accurate. Arro may request reasonable proof of any such information from time to time, and in such a case, you hereby agree to provide Arro with the same on a timely basis. As part of the registration process, you will be required to provide certain personal information including an email address to associate with your Account, a phone number that is capable of receiving text messages, and if you are going to use the Services as a Passenger, one or more valid credit cards to be used in processing payment transactions for the Taxi rides you hail, book, hire, arrange and/or pay for through the Services. For each credit card, debit card or other accepted payment card that you register on your Account, you authorize Arro to confirm that such credit card is in good standing with the issuer, which may include submitting a request for a payment authorization and/or a low dollar amount credit to your card in accordance with the applicable card network rules.
It is your responsibility to ensure that the information provided to Arro (as completed below) remains up-to-date at all times, and any changes to your information below must be communicated to Arro promptly at firstname.lastname@example.org. You are responsible for any activity that occurs under your Account. Your Account is non-transferable. Each User may only have one Account unless otherwise authorized by Arro in writing.
Arro reserves the right, in its sole and absolute discretion to immediately reject, suspend, deny access to or terminate your account (with or without notice) at any time and for any reason except as otherwise required by Applicable Law (as defined below in Application of Services).
6. APPLICATION OF SERVICES
Notwithstanding anything else contained in the Terms, you shall not use the Services for any purpose other than (a) to enable Passengers to book and manage their own reservations for automobile transport (and pay for same using the Application), (b) Drivers to accept a Trip Offer, or (c) enable Passengers to pay using the application if they did not use the e-Hail feature; the whole subject to the restrictions and prohibitions set forth in these Terms.
IT IS UP TO EACH DRIVER TO DECIDE WHETHER OR NOT TO ACCEPT A TRIP OFFER THROUGH THE SERVICES, AND IT IS UP TO THE PASSENGER TO DECIDE WHETHER OR NOT TO ACCEPT A RIDE FROM ANY DRIVER CONTACTED THROUGH THE SERVICES. ANY DECISION BY A USER TO OFFER OR ACCEPT SERVICES ONCE SUCH USER IS MATCHED THROUGH THE SERVICES IS A DECISION MADE IN SUCH USER’S SOLE DISCRETION. EACH TRANSPORTATION SERVICE PROVIDED BY A DRIVER TO A PASSENGER SHALL CONSTITUTE A SEPARATE AGREEMENT BETWEEN SUCH PERSONS.
The Services are NOT designed or intended: (a) for use in environments or activities requiring fail-safe performance (such as, for example, the transportation of high-cost perishables or hazardous materials or the provision of ambulance services), or (b) for use in environments where any failure of the Application or other Services could lead to personal injury or severe property or environmental damages.
You shall not use the Services in any such manner or for any purpose which (a) would cause harm to Arro or any of its affiliates, (b) violates any applicable laws, statutes, rules, regulations, codes and legally binding ordinances including, but not limited to, policies and directives issued by bodies and other Persons mandated to regulate any sector of the transport-for-hire and/or the payment industries, which are in effect at any time and from time to time (including, without limitation, those of the New York City Taxi and Limousine Commission) (“Applicable Laws”), or (c) violates any of the Terms .
You recognize that this paragraph is subject to such additional limitations applicable to Users, including the Prohibited Actions (as defined in the Section entitled Prohibited Actions) and as may be set forth elsewhere in the Terms.
7. DISPUTE RESOLUTION AND ARBITRATION PROVISION
IMPORTANT: PLEASE REVIEW THIS ARBITRATION PROVISION CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH ARRO ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION, UNLESS YOU OPT OUT AS PROVIDED BELOW. YOU MAY OPT OUT OF THIS ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS BELOW. IF YOU DO NOT OPT OUT OF THE ARBITRATION PROVISION ALL SUCH DISPUTES MUST BE RESOLVED THROUGH THE INDIVIDUAL ARBITRATION PROCESS AND YOU WILL NOT BE ABLE TO PARTICIPATE IN ANY CLASS ACTIONS, COLLECTIVE, CONSOLIDATED AND/OR REPRESENTATIVE LAWSUITS AGAINST ARRO AND WILL NOT BE ELIGIBLE TO ANY RECOVERY IN CONNECTION WITH SUCH CLASS ACTIONS, COLLECTIVE, CONSOLIDATED AND/OR REPRESENTATIVE LAWSUITS.
A. You and Arro Agree to Binding Arbitration.
This Arbitration Provision affects your ability to participate in representative actions.
EXCEPT AS PROVIDED BELOW BOTH YOU AND ARRO AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE TERMS, INCLUDING THE BREACH, TERMINATION, INTERPRETATION OR VALIDITY THEREOF, SHALL BE FINALLY RESOLVED BY ARBITRATION ON AN INDIVIDUAL BASIS IN NEW YORK CITY.
Except as provided below, ALL DISPUTES, CLAIMS AND CONTROVERSIES BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND ARRO. These Claims include but are not limited to any Claims whether based on past, present or future events arising out of or relating to these Terms and prior versions thereof including the scope, breach, termination, enforcement, interpretation or validity thereof, the Services and your access thereto, your relationship with Arro, and incidents or accidents resulting in injury to you or any other person that you or anyone else alleges occurred in connection with your use of the Services. This agreement to arbitrate (“Arbitration Agreement”) is intended to require arbitration of every Claim 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.
BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND ARRO 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 also applies to claims between you and Arro’s service providers, including but not limited to technology system providers and payment processors; and such service providers shall be considered intended third-party beneficiaries of this Arbitration Agreement. However, if you have accepted the Uber Terms and Conditions for Accepting Ride Requests on the Uber Platform in New York City, all claims between you and Arro or Arro’s service providers, arising out of your acceptance of an Uber Third Party Ride Request (as defined below in Fees and Charges) shall be governed by the binding arbitration provisions in the Uber Terms and Conditions for Accepting Ride Requests on the Uber Platform in New York City or other location.
B. Prohibition of Class Actions and other Non-Individualized Relief
ANY ARBITRATION UNDER THIS ARBITRATION AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
YOU UNDERSTAND AND AGREE THAT YOU AND ARRO MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS. YOU UNDERSTAND AND AGREE THAT YOU AND ARRO BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR A CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDINGS.
The parties acknowledge and agree to arbitrate only in individual arbitration and that this Arbitration Agreement does not permit class arbitration, or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding, including but not limited to claims brought under any state’s Private Attorneys General Act (“Class Action Waiver”). The parties also waive the right to seek, recover or obtain any non-individual relief. The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
Notwithstanding the arbitrator’s power to rule on its own jurisdiction and the validity or enforceability of the agreement to arbitrate, the arbitrator has no power to rule on the (a) interpretation, (b) applicability, (c) validity or (d) enforceability of the agreement to arbitrate solely on an individual basis. Only a court of competent jurisdiction, and not an arbitrator, shall have the exclusive authority to resolve any and all disputes arising out of or relating to the Class Action Waiver.
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 with respect to any Claim or any particular remedy for a Claim (such as a request for public injunctive relief), then that Claim or particular remedy (and only that Claim or particular remedy) shall be severed from any remaining claims and/or remedies and may be brought in a court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims or remedies to the fullest extent possible. Notwithstanding any other provision of this Arbitration Agreement or the applicable arbitration provider’s rules, this Class Action Waiver does not prevent you or Arro from participating in a class wide, collective, coordinated, or consolidated settlement of claims.
C. Arbitration Agreement is Governed by the Federal Arbitration Act
Notwithstanding any choice of law or other provision in these Terms, the parties acknowledge and agree that this Arbitration Agreement evidences a transaction involving interstate commerce and is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”). It is the intent of the parties to be bound by the provisions of the FAA for all purposes, and that the FAA and the applicable arbitration provider’s rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and applicable arbitration provider’s rules are found to not apply to any issue regarding the interpretation or enforcement of this Arbitration Agreement, then the laws of the State of New York shall apply without regard to choice of law principles. This Arbitration Agreement survives after the Agreement terminates or your relationship with Arro ends.
D. Rules Governing the Arbitration
Any arbitration conducted pursuant to this Arbitration Provision shall be administered by JAMS. If there is a conflict between the rules of JAMS and this Arbitration Provision, including but not limited to whether any arbitration shall continue on an individualized basis, then the terms of this Arbitration Agreement shall govern.
Claims shall be heard by a single arbitrator, unless the claim amount exceeds one hundred thousand dollars ($100,000), in which case the dispute shall be heard by a panel of three arbitrators (hereafter referred to in singular or plural as, “Arbitrator”) The Arbitrator will be either (1) a retired judge or (2) an attorney licensed to practice law in the state where the arbitration is conducted with experience in the law underlying the dispute. The Arbitrator will be selected by the parties from the applicable arbitration provider’s roster of arbitrators. If the parties are unable to agree upon an Arbitrator after a good faith meet and confer effort, then the applicable arbitration provider will appoint the Arbitrator in accordance with its rules.
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.
Except where permitted by statute, the Arbitrator shall have no authority to award punitive, exemplary or multiple damages, and each party hereby waives any right to seek or recover such damages with respect to any dispute resolved by arbitration. 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.
In the event any portion of the Arbitration Agreement is deemed invalid or unenforceable, then the remaining portions of the Arbitration Agreement will remain in force and the unenforceable provisions shall be severed from this Arbitration Agreement. The severance of the unenforceable provisions shall have no impact whatsoever on the enforceability, applicability, or validity of the Arbitration Agreement or the arbitrability of any remaining claims asserted by you or Arro.
The Arbitrator is not bound by decisions reached in separate arbitrations, and the Arbitrator’s decision shall be binding only upon the parties to the arbitration that are the subject of the decision. The Arbitrator will provide a reasoned written statement of the Arbitrator’s decision which shall explain the award given and the findings and conclusions on which the decision is based. The Arbitrator’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.
Each party will pay the fees for its, his or her own attorneys and any costs that are common to both court and arbitration proceedings (such as court reporter costs and transcript fees), subject to any remedies to which that party may later be entitled under applicable law.
In any arbitration arising out of or related to this Arbitration Agreement, the Arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the Arbitrator determine a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the Arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.
F. 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 claims court’s jurisdiction; (2) claims for workers’ compensation, state disability insurance and unemployment insurance benefits; (3) claims that may not be subject to arbitration as a matter of generally applicable law not preempted by the FAA; and (4) individual claims of sexual assault or sexual harassment in connection with the use of the Services. Where these claims are brought in a court of competent jurisdiction, Arro will not require arbitration of those claims. Arro’s agreement not to require arbitration of these claims does not waive the enforceability of any other provision of this Arbitration Agreement (including without limitation the Class Action Waiver), or of the enforceability of this Arbitration Agreement as to any other dispute, claim, or controversy.
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 of Federal 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 the type that is permitted by this Arbitration Agreement 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 Agreement or settled by you. Similarly, you may not recover money damages under this Arbitration Agreement 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 Agreement.
G. Arbitration Process.
Prior to commencing arbitration, the party bringing the claim must first send a demand for arbitration in writing to the other party within the applicable statute of limitations period. Such demand shall include identification of the parties (including, if you are bringing the claim, the phone number professional driver’s license number and any email address associated with your driver account, the city in which you reside and your express authorization to bring the arbitration demand), a statement of the legal and factual basis of the Claim(s), and a specification of the remedy sought and the amount in controversy. Any demand for arbitration made to Arro shall be sent to Arro, Inc. 42-32 21st Street, Long Island City, New York 11101 Attn: Legal Department- Arbitration. Any demand for arbitration made to you by Arro shall be sent via email to the email address associated with your driver account or via SMS messaging to your mobile device.
In order to achieve the most cost-effective means of resolving a dispute, you and Arro agree to provide for a negotiation period prior to the party seeking arbitration filing a demand for arbitration with JAMS. Therefore, before a demand for arbitration is submitted to JAMS, the party bringing the Claim shall first attempt to informally negotiate with the other party in good faith to resolve such Claim for a period of sixty (60) days after sending the demand for arbitration to the other party, unless extended by mutual agreement of the parties. The parties agree that such good faith negotiations shall include a minimum of one informal dispute resolution conference either by telephone or in person. The party bringing the arbitration shall be required to participate and such negotiations must be conducted on an individual basis. If either party is represented by counsel, such counsel shall be permitted to participate in the conference. Such informal conference is a condition precedent which must be fulfilled before commencing arbitration. All applicable statutes of limitation and defenses based upon the passage of time shall be tolled during such sixty (60) days or any extended period agreed upon by the parties.
All offers, conduct and statements whether oral or written, made in the course of the informal negotiation, including but not limited to the dispute resolution conference made by any of the parties, their agents, employees, experts and attorneys are confidential privileged and inadmissible for any purpose, including 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. At no time prior to the end of the sixty (60) days shall either side initiate an arbitration or litigation related to this Arbitration Agreement except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the parties.
If informal negotiations are not successful, the party bringing the claim in arbitration shall file the claim for arbitration with JAMS. Delivering a demand for arbitration is a separate obligation of the party seeking arbitration. The party seeking arbitration has the obligation to serve a copy of any filings made to JAMS on the other party and such party’s counsel that participated in the informal negotiations.
H. Claims in a Pending Settlement.
If you are a member of a putative class in a lawsuit against Arro for Claims and a Motion for Preliminary Approval of a Settlement has been filed with the court in that lawsuit prior to this Arbitration Agreement’s effective date (a “Pending Settlement Action”), then this Arbitration Agreement shall not apply to your Claims in that particular class action. Instead, your 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 Arbitration Agreement’s effective date.
I. Opting Out of Arbitration for Driver Claims That Are Not In a Pending Settlement Action.
You are not required to agree to this Arbitration Agreement as a mandatory condition of these Terms. Unless you have a claim Pending Settlement Action, you may opt out of the requirement to arbitrate Claims set forth in this Arbitration Agreement if you have not previously agreed to an arbitration provision in Arro’s Terms 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 revision 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 Arro.
If you are eligible to opt-out of this Arbitration Agreement and you wish to opt out, you must either (a) send an electronic email from the email address associated with your driver account to email@example.com, or (b) send a certified letter, return receipt to Arro, Inc., 42-32 21st Street Long Island City, NY 11101, Attention: Legal Department-Arbitration,. This notice shall state your intent to opt out of this Arbitration Agreement as well as your name, the city in which you reside and your professional driver’s license number within thirty (30) days of the date these Terms are accepted by you. Should you not opt out within the thirty (30) day period, you and Arro shall be bound by the terms of this Arbitration Agreement in full.
If you do agree to arbitration of Claims under this Arbitration Agreement, you are agreeing in advance that you will bring all such claims, and seek all monetary and other relief, against Arro in an individual arbitration, except any 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 arbitration under this Arbitration Agreement.
8. CONTRACTUAL RELATIONSHIP
As a Driver you expressly recognize and agree that you are in a direct business relationship with Arro providing a service that is outside the normal course of business of Arro. Your business relationship with Arro is solely as an independent contractor. Nothing in the Terms shall have the effect of creating an employer-employee or franchisor-franchisee relationship between Arro and you. No joint venture, partnership, employment or agency relationship exists with you on one hand and Arro on the other as a result of the Agreement or the use or access to any of the Services.
Arro does not direct or control you generally or in the performance of your acceptance of Trip Offers and the provision of transportation services. You are solely responsible for your acts and omissions. You retain the sole right to decide when, where and for how long you will accept Trip Offers and provide transportation services. You are free to choose whether to accept, decline, ignore or cancel a Trip Offer, provided that you do not violate any laws and that cancellations are subject to Arro’s then current cancellation policies. You are not required to accept a minimum number of Trip Offers as a condition to maintaining access to the Arro Platform. Nor does Arro require you to accept any AAR Trip Offers or Third Party Ride Requests.
You are responsible for the materials, supplies, tools and equipment required to provide the transportation services and you are responsible for all costs associated with the operation and maintenance of your vehicle.
9. DRIVER REPRESENTATIONS AND WARRANTIES
By accepting the Terms and providing transportation services (including any time you accept a Trip Offer sent to you through your in-vehicle equipment) you represent and warrant that you: (a) have all the appropriate licenses, approvals and authority to provide taxi and/or for-hire ground transportation services to passengers in all jurisdictions in which you provide services and are authorized and medically fit to operate a motor vehicle, (b) own or have the legal right to operate the vehicle you use and that such vehicle meets all relevant safety standards and all applicable statutory and state department of motor vehicle requirements for a vehicle of its kind, and (c) have valid insurance coverage for your vehicle and services that satisfy the minimum coverage and limit requirements to operate a Taxi in the location you provide transportation services. Where the applicable automobile insurance policy includes a blanket additional endorsement, you agree that your consent to these Terms satisfies the endorsement requirements. You acknowledge and agree that you must comply with the requirements set forth in items (a), (b) and (c) of this paragraph at all times, and that you may not accept any Trip Offers if you do not comply.
You acknowledge and agree that you will not discriminate against Passengers with disabilities and will make reasonable accommodations as required by law for Passengers who travel with their service animals or who use wheelchairs or mobility devices that can be folded for safe and secure storage in the vehicle’s trunk or back seat.
You acknowledge and agree that you will pay all federal, state and local taxes based on your provision of transportation services and any payments received by you.
Drivers in New York City. You represent and warrant that: (a) you are a New York City Taxi and Limousine Commission (“TLC”) – certified driver in possession of a valid New York City TLC license, in good standing with the laws applicable in the City of New York (b) you do and will at all times comply with all laws, regulations, and rules (including, without limitation, TLC rules) applicable to Drivers, and (to the extent you own the vehicle and/or medallion) vehicle or medallion owners in the City of New York, (c) you are in compliance with, and will remain in compliance with, the COVID-19 travel guidelines issued by the State of New York.
You may receive Passenger information including approximate pick-up locations (“Passenger User Information“) and you agree that the Passenger may also be given identifying information about you, including first name, photo, vehicle information, location, and certain information you may have voluntarily provided through the Application (“Driver User Information”). Without a Passenger’s consent you agree not to contact any Passenger or use any of the Passenger’s User Information in connection with the provision of ground transportation to that Passenger. You agree to treat all Passenger User Information as Confidential Information (as defined below in Confidentiality).
10. SPECIAL TERMS APPLICABLE TO AAR CUSTOMERS
An individual who has been duly pre-approved by the AAR program to be eligible for reduced rates or special benefits (collectively, “Preferential Rates and Benefits”) in connection with a Taxi ride hailed, ordered or paid for through the Services (each, an “Authorized Taxi Ride”), is hereafter referred to as an “Authorized AAR E-Hail Customer.” You acknowledge that Preferential Rates and Benefits may only be applied to an Authorized Taxi Ride and the trip is for the benefit of a passenger who is an Authorized AAR E-Hail Customer who qualifies for the Preferential Rates and Benefits. IF YOU ARE AN AUTHORIZED AAR E-HAIL CUSTOMER, PLEASE BE ADVISED THAT ALLOWING FOR ANY PERSON (OTHER THAN YOURSELF) TO USE YOUR ACCOUNT OR OTHERWISE DERIVE ANY PREFERENTIAL RATES AND BENEFITS IN CONNECTION WITH SAME, IS STRICTLY PROHIBITED.
You must at all times comply with the Terms and all rules and policies which may be established from time to time by MTA or otherwise under Applicable Laws in relation to Preferential Rates and Benefits applicable to Taxi rides. Your Account is strictly for your personal use, and you are responsible for keeping it secure at all times and ensuring no unauthorized access by a third party occurs. Authorized AAR Members must be prepared to show proof of their eligibility and qualification to receive Preferential Rates and Benefits at any time during an Authorized Taxi Ride. You recognize that the restrictions and requirements set forth in this paragraph (Special Terms Applicable to AAR Customers) are in addition to, and not intended to limit or replace, other requirements, covenants and provisions set forth elsewhere in the Terms which are applicable to you.
12. CAPACITY, LEGAL AGE AND OTHER
You represent, warrant, acknowledge and agree at all times that you access the Services, that: (a) you have the unrestricted right, authority and capacity to enter into the Terms and to abide by the Terms; (b) you are at least eighteen (18) years of age, and possess the qualities which are required under Applicable Laws for you to enter into and be bound by the Terms and access the Services (any Person satisfying the requirements of this item (b) being hereafter referred to as a “Capable Person of Legal Age”). The Services are not intended to be used by anyone who is not a Capable Person of Legal Age, and you shall in no case let the Account be accessed by anyone who is not a Capable Person of Legal Age. You shall not allow for anyone who is not a Capable Person of Legal Age to receive transportation or logistics services from any Driver or other third party unless such individual is accompanied by you. Please note that there are risks of dealing with individuals who are not Capable Persons of Legal Age or Persons acting under false pretense, and we do not accept responsibility or liability for any content, communication or other access of the Services by any such Persons.
You are solely responsible for maintaining the confidentiality and security of your Account credentials needed to access your Account. You agree to accept responsibility for all activities that occur through or under your Account and you agree to immediately notify Arro if you suspect any unauthorized use of your Account or access to your password and/or other credentials. You are responsible for any security breach resulting from your failure to comply with any requirements applicable to you pursuant to the Terms, and any such failure may result in your inability to access the Services in whole or in part. In no case shall Arro, its affiliates, or any of Arro’s or its affiliates’ shareholders, directors, officers, employees, licensors, agents, representatives, or any other member of the Group, or any of the successors or assigns of any of the foregoing (all of them, including Arro, being collectively the “ARRO Indemnitees”) be responsible for any losses arising out of the unauthorized use of your Account. If you are a Driver, you shall in no case allow any Person who is not you to provide any transportation or logistics services on your behalf.
14. PAYMENTS & PAYMENT PROCESSING FOR PASSENGERS
When you access any of the Services (including to locate hail, book, hire, arrange and/or pay for a Taxi ride via any of the Services), you are deemed to have accepted the services through the Services and agree to pay the corresponding fees or charges (see Fees and Charges, below). Upon your request for any Taxi ride via any Service, we may pre-authorize one of the payment cards you have associated with your Account in an amount (determined by Arro in its discretion) that provides reasonable assurance of your ability to pay the fare and related fees or charges for the requested Taxi ride. When you enter a Taxi and direct the Taxi driver or operator to a destination, you are deemed to have accepted such third party or Driver’s services and agree to pay any and all corresponding fare(s) and related fees or charges (e.g., tolls, sales tax, regulatory surcharges, etc.). Such amounts (and applicable Services Fees) will be charged to one of the payment cards you have associated with your account, and you hereby authorize any such charge. Any payments made in connection with the Taxi rides you hire, book, arrange and/or pay for through the Services are non-refundable by Arro; however, you may have specific reversal, refund or chargeback rights under your card agreement with the issuer of your payment card. You should consult the terms and conditions governing your payment card for more information.
Arro is not a bank, and does not offer banking services as defined by the United States Department of Treasury. Arro also does not offer money service business services as defined by the United States Department of Treasury, and is not an issuer, financial institution or money transmission business.
Arro reserves the right to establish, remove and/or revise charges for any or all services obtained through the use of the Services, as established by Arro in its discretion.) You agree to pay all service fees and charges described in the Section Fees and Charges (see below) which may be applicable to any one or more Services in your jurisdiction, and authorize Arro to charge such amount to a payment card associated with your Account. You understand and agree that gratuities to Drivers are voluntary.
Subject to your compliance in all respects with the Terms, Arro grants you a non-exclusive, limited, personal, non-transferable, non-sublicensable, and revocable license to download, access, install and use any Application solely for your personal and non-commercial use of the Services. This license may not be used for any purpose other than for your personal use of the Services for non-commercial purposes, in accordance with all Applicable Laws and subject to the requirements, restrictions, obligations and conditions set forth in these Terms (the “Authorized Purpose”). The Terms do not grant, transfer or convey to you any rights in or to the Services otherwise than as and to the extent expressly granted in these Terms. Arro and its licensors reserve all rights in and to the Arro Platform and the Services not explicitly granted to you under the Terms. The Arro Platform and the Services and all rights in the Terms are and shall at all times remain the property of Arro or its licensors.
There are software programs contained within the Application that have been licensed to Arro by third parties. The references to Application as used herein shall include such third party software except where the term Application refers expressly to the ownership or other specific rights of Arro. The same terms and conditions, including all limitations and restrictions, set forth in these Terms apply to each third party software program contained in the Application.
The rights, title and interest in and to: (a) the Services (including the Arro Platform and any Application and software), (b) the Data (as defined below), and (c) all intellectual property rights and other rights (including, without limitation, copyrights, patents, trade secrets, logos, trademarks, graphics, photographs, animations, videos and text) in or to the Application or other Services, or otherwise protecting or pertaining to any aspect of the Services, shall be the sole and exclusive property of Arro or its licensors. You acknowledge that the Services contain material that is protected by copyright and other applicable intellectual property laws in the U.S. and other territories and by international treaty provisions. The Services are licensed to you by Arro solely for your use. These Terms and all rights not specifically granted to you herein are reserved to Arro (and to any third party with ownership rights in software used in the Services). You may not remove any proprietary notice of Arro or any other party from any copy of the Services The Agreement does not grant you any rights to trademarks or service marks of Arro. When used herein, “Data” means all data and information which are, at any time and from time to time, (a) submitted or available to you in connection with the Services, or (b) tracked or otherwise collected by (or as a result of the use of) the Services are, together with any statistics generated or aggregated in whole or in part therefrom. You are prohibited from removing, obscuring or modifying any trademark, copyright or other proprietary notice from any of the Services. For the avoidance of doubt, no rights are granted, transferred or assigned to you in connection with any of the brands, trademarks, logos, names or service marks of Arro, its affiliates or its licensors.
You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to the business, operations and properties of Arro or any of its affiliates, including. 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 and/or drop-off location, contact information and photo (“Confidential Information”) disclosed to you by Arro 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, and you agree not to store separate and outside of the Services any User Information obtained from the Services. As a Driver, you understand that some of Passenger User Information you receive is classified as “Personally Identifiable Information” or “PII” and may be protected by federal and/or state confidentiality laws, such as the Health Information Portability and Accountability Act of 1996 (“HIPAA”), governing the privacy and security of protected (patient) health information. In the event that you know a Passenger, you should not disclose to anyone the identity of the Passenger or the location that you picked up, or dropped off the Passenger, as this could violate HIPAA. You understand that any violation of the Agreement’s confidentiality provisions may violate HIPAA or state confidentiality laws and could result in civil or criminal penalties against you. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information or PII given by Arro in order to prevent it from falling into the public domain.
Notwithstanding the above, you shall not have liability to Arro with regard to any Confidential Information which you can prove:
- was in the public domain at the time it was disclosed by Arro;
- 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 Arro;
- becomes known to you, without restriction, from a source other than Arro without breach of the Agreement by you and otherwise not in violation of the rights of Arro or any of its affiliates; or
- is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body.
18. PROHIBITED ACTIONS
With respect to your use of the Arro Platform and your participation in the Services you agree that you will NOT take the following actions (collectively, “Prohibited Actions”):
- use the Services or Application for unlawful purposes or in violation of any Applicable Laws;
- impersonate any Person or otherwise misrepresent your affiliation with any Person, including, without limitation, any Person affiliated with the Services,
- modify, or create derivative works based upon, adapt, translate, reverse engineer, unencrypt, copy, reproduce, decipher, decompile or otherwise disassemble any portion of the Application or the Services for any purpose (whether or not such purpose is competitive) or adapt or otherwise reduce the Application to human readable form or attempt to create the source code from the object code of the Application;
- take any action that will infringe upon or misappropriate the intellectual property or other proprietary rights of Arro or any of its affiliates or third party software providers;
- make any misrepresentation regarding Arro, its affiliates, the Services or your status as a Driver;
- sublicense, transfer or assign your rights or obligations in connection with any Services or Application, or allow third parties to use or otherwise access your Account;
- modify, sell, resell, copy, license, lease, sublicense, transfer, assign, market, distribute or commercially exploit the Services or the Application;
- discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity or expression, physical or mental disability, medical condition, marital status, age or sexual orientation;
- interact on the Services in a manner which is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal;
- launch, create or otherwise perform any action which causes the intention of the Agreement – including the intention that there be only a single user able to access an Application from a single device – to be circumvented (such prohibited actions would include, without limitation and by way of example, installing, creating or using any programs, scripts or internet links which are capable, directly or indirectly, of making multiple server requests per second or which mirror any Services or the Application on more than the one device controlled by you);
- “frame” or “mirror” any part of the Services, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other website for any purpose;
- deploy any programs, scripts or technologies for the purpose of scraping, indexing, surveying, or otherwise data mining any of the Services, or impairing, unduly burdening or unduly impeding any aspect, operation or functionality of any of the Services or any of their related systems or networks;
- access the Services from an unauthorized or incompatible device;
- access or attempt to access the accounts of other users or to penetrate or attempt to penetrate any security measures or obtain unauthorized access to the Services or network;
- use or otherwise access any of the Services in any way that interrupts, damages, impairs or renders less efficient any of the Services or the network, or compromises any of the Services or network in any way whatsoever or violates any of the procedures, policies or regulations of networks connected to the Services;
- use the Services to cause nuisance, annoyance, inconvenience or property damage or to transfer files that contain viruses, Trojans, worms or other harmful programs, codes, files, data or similar;
- use the Services to advertise or promote any products or services which have not been authorized in writing by Arro;
- use the Services to transport unlawful or hazardous materials;
- export or re-export the Services directly or indirectly except as authorized by United States law or any other Applicable Law.
You shall not cause or assist any Person in performing any of the Prohibited Actions. You must comply with the implementation and use requirements contained in all documentation associated with the Application, and you will be liable for all resulting damages suffered by you, Arro and third parties if you fail to comply.
19. COMMUNICATIONS FROM ARRO
You agree and consent to receive electronically all communications, agreements, documents, notices, statements and disclosures (collectively, “Communications”) that Arro provides in connection with your Account and your use of the Services. Communications will be delivered by (a) posting a notice or message through the Channels; or (b) sending electronic mail to the email address associated with your Account. Message and data rates may apply. All Communications will be considered received by you within 24 hours of the time such Communication is posted to any Channel or emailed to you. You also agree that your electronic signature on any agreements or documents in connection with the Service has the same effect as a physical signature.
Arro is free to use any comments, information, ideas, concepts, reviews, recommendations, suggested improvements, techniques or any other information or material contained in any communication you may send to Arro at any time and from time to time (collectively, “Feedback”) through the Services (including, without limitation, via any Channel), without further compensation, acknowledgement or payment to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products, creating, modifying or improving any of the Services, or providing the Feedback to third parties. Furthermore, by submitting any Feedback to Arro, or in responding to questionnaires, you grant Arro a perpetual, sublicensable, non-exclusive, royalty-free irrevocable license and right to display, use, reproduce or modify the Feedback submitted in any media, software or technology of any kind now existing or developed in the future.
Passengers may be able to comment on Drivers’ services and Drivers may be asked to comment on Passengers. These ratings can include star or other ratings and other feedback (“collectively “Ratings.”) Ratings are not confidential, and you hereby authorize Arro’s use and (if you are a Driver and you accept Third Party Ride Requests (as defined below in Fees and Charges)), Third Party Rideshare Platforms’ (as defined below in Fees and Charges) use, distribution and display of your Ratings (and Ratings about you) as provided in Arro’s Privacy Notice without attribution or further approval. Neither Arro nor any Third Party Rideshare Platform has any obligation to verify the Ratings or their accuracy.
22. LEGAL AND REGULATORY REQUIREMENTS
You acknowledge and agree to comply at all times with all Applicable Laws, including any laws, rules and regulations (city, municipal, state, federal or other), applicable orders, decrees and judgments whenever you access Services. Additionally, by using the Services, you acknowledge that the Applicable Laws to which Arro and/or any other member of the Group is or may be subject to includes legal, statutory and regulatory requirements, as well as policies and directives issued by bodies and other Persons mandated to regulate any sector of the transport-for-hire and/or the payment industries, which are in effect at any time and from time to time (including, without limitation, those of the New York City Taxi and Limousine Commission) (collectively, the “Industry Requirements”). Notwithstanding anything else in the Terms, you hereby consent to and agree that Arro and/or any member of the Group may perform any action regarding Users (including yourself) which is or are required, in the discretion of Arro, to enable its compliance with, or any of its affiliates’ or licensors’ compliance with, Industry Requirements (including, without limitation, any Industry Requirements which require or favor integration with, or data sharing with, third parties).
By using any Service, you expressly and unconditionally acknowledge and agree that no city, including the City of Chicago and the City of Houston, owns or operates any of the Application or other Services, and that you will act in compliance with all laws and rules of such jurisdictions (including those, where applicable, of the City of Chicago and the City of Houston) when using any of the Application or other Services.
23. FEES AND CHARGES
BY ACCEPTING AND ACCESSING THE SERVICES, YOU AGREE YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS SET FORTH IN THIS SECTION (FEES AND CHARGES).
A. Passenger Service Fees for E-Hail. For each Taxi ride that you originate by making a request for ground transportation via any Service, you may be charged a base service fee of up to a maximum of three dollars ($3.00) per trip.
B. Passenger Reservation Fee. Through the Services, you may have the option of scheduling a Taxi ride up to forty-eight (48) hours ahead of time (a “Scheduled Booking”). For each Scheduled Booking that results in a Taxi ride, you may be charged an additional Reservation Fee of up to a maximum of five dollars ($5.00). You acknowledge and agree that a Scheduled Booking is not guaranteed to result in a Taxi ride and that the Company makes no representation or warranty that a third party provider of ground transportation will be willing or available to provide you with ground transportation services at the time of your Scheduled Booking.
C. Passenger Cancellation Fee. If, after requesting a Taxi via the Services, you cancel that request ninety (90) seconds or more after such request has been accepted by a Taxi operator, or, after making a Scheduled Booking, you cancel the Scheduled Booking less than fifteen (15) minutes before the scheduled pick-up time, then you may be charged a cancellation fee of up to a maximum of ten dollars ($10.00). For any cancellation fee assessed in accordance with this paragraph, you agree to pay such amount to Arro and authorize Arro to charge such amount to a payment card associated with your Account.
D. Passenger No-Show Fee. If you request a Taxi via the Services and do not cancel such request, the Taxi operator that has accepted the request for ground transportation will wait at the designated pickup location for at least three (3) minutes. If you request a Taxi via the Services and you fail to board the Taxi and hire it prior to the expiration of the applicable wait time, then you may be charged a no-show fee of up to ten dollars ($10.00). For any no-show fee assessed in accordance with this paragraph, you agree to pay such amount to Arro and authorize Arro to charge such amount to a payment card associated with your Account.
E. Passenger Alternative Service Fee. For Services rendered in connection with each taxi trip where a Passenger pays in-vehicle using the Services an Alternative Service Fee of up to twenty five cents ($0.25) may be charged to Passengers by Arro.
F. Third Party Ride Request Fees. Drivers may choose to receive Trip Offers through the technology platform of Arro or its affiliates originating from a third party (“Third Party Ride Requests”) such as Uber or Lyft; or other bases or transportation providers (collectively, “Third Party Rideshare Platforms”). If you accept Third Party Ride Requests, the Third Party Rideshare Platform will determine the fare and collect on your behalf from your Passenger such fare (the “Fare”) for the Third Party Ride Requests that you accept. You understand that this will not correspond to a metered fare and may be higher or lower than the metered fare. You also acknowledge that the Fare is not based upon the pricing model of Arro or a member of the Group, may not include the charges specified in (A)-(E) of this section, and that neither Arro nor any member of the Group shall have any obligation to approve the Fare, nor shall Arro or any member of the Group have any legal liability related to the Fare. By your acceptance of the Fare, you release Arro and the Group for any obligation or liability related to the Fare or any present or future claims you may have against the Third Party Rideshare Platform. Such Fares may be subject to the Third Party Rideshare Platform’s service fees which are determined by the Third Party Rideshare Platform in its sole discretion.
24. DRIVER PAYMENT
Notwithstanding any terms to the contrary herein, if you are a Driver, you expressly and unconditionally acknowledge and agree that the amount paid to you in consideration of trips paid for, or ordered or otherwise facilitated through the Services will not necessarily correspond to a metered fare, and may be higher of lower than the metered fare applicable in your jurisdiction, the whole based on a pricing model established by Arro or a third party (“Non-Metered Rates”). As a Driver, you will receive the fare that you have accepted less any applicable third party fees. Arro will process all payments due to you through its third party payments processor. You acknowledge and agree that such amounts shall be net of any amounts that Arro is required to withhold by law. Arro reserves the right to withhold all or a portion of ride fees if it believes that you have attempted to defraud or abuse Arro or the payment systems it uses (whether or not such payment systems are managed by an affiliate or third party). Arro does not provide payment protection or guarantees in relation to payment for any services rendered in connection with or in furtherance of the Application or other Services, including with respect to any payment or hailing transaction. This means that you will bear the risk in the event that a transaction proves to be fraudulent or unauthorized. You acknowledge that payment providers may ask that Arro or any of its affiliates conduct an audit of your activities to ensure compliance with PCI requirements, payment regulations and standards, or any Applicable Laws, and you agree to cooperate fully with any such audit. You further agree that you will cooperate with Arro and any of its affiliates in relation to any financial crime screening that is required and to assist Arro or any of its affiliates in complying with any laws, regulations and Industry Requirements (including, without limitation, any card or financial institution rules or policies).
Drivers shall be bound by and shall comply with the Driver Payment Card Agreement. The rights and obligations set forth in the Driver Payment Card Agreement shall be in addition to, and not in replacement of, these Terms. For avoidance of doubt, the Driver Payment Card Agreement does not apply to any person or entity that is not a Driver.
25. AFFIRMATIVE COVENANTS
Without limiting any terms elsewhere provided in the Terms, you represent, warrant and covenant as follows:
- you will comply with the Terms, including any updates;
- you will comply with all Applicable Laws and orders of governmental authorities (whether state, federal, local, or otherwise) of the U.S. and of any jurisdiction in or from which you are using the Application or any other Services and authorize Arro to take any actions required for Arro and its the Group to comply with Applicable Laws and Industry Standards;
- you will comply with all U.S. and foreign export laws and regulations to ensure that neither the Application or the other Services, nor any related data or specifications are exported or re-exported;
- all information and details provided by you to Arro (including at registration) are true, accurate and up-to-date in all respects, and you shall take all requisite measures to ensure such information and details are true, accurate and up-to-date at all times;
- the Application contains valuable trade secrets and intellectual property rights belonging to Arro and is intended solely for your sole, personal and non-commercial use, and you will keep secure and confidential any credentials, password or identification which enables you to acquire, access or install the Application; and
- you will keep all Passenger User Information and Driver User Information confidential.
You hereby acknowledge that the obligations of Arro under the Terms shall in all respects remain conditional upon (a) your compliance at all times with the terms, conditions and covenants of the Terms (b) the continued accuracy of all representations and warranties made by you under the Terms; and (c) the continued accuracy of the information supplied by you at the time of your registration for any Service and during any subsequent update of same.
Arro reserves the right to monitor, audit or investigate at any time your access of the Services to ensure your compliance with your legal and contractual obligations, but has no obligation to do so with respect to yourself or any other User. Arro reserves the right, at any time and without prior notice, to remove or disable your access to the Services, in whole or in part, or any content related thereto if it determines, in its sole discretion, that you are, or that there is reason to believe that you are or will be, in violation of the Terms.
27. HARDWARE AND DEVICES
Arro does not guarantee that Services will function on any particular hardware or devices, nor that it will do so without any interruption, delay or malfunction. You are responsible for obtaining the data network access and compatible hardware or devices necessary to access and use the Services, the Application and any updates thereto. Any data and messaging rates and fees which may apply to your use of a wireless device shall be your responsibility. You shall be responsible for the compliance of your hardware or devices with all PCI DSS and PA DSS requirements, and shall be responsible for any breach therefore which results from such hardware or devices or from their data network access. Arro attempts to be as accurate as possible. However, Arro does not warrant that the Services or their description is or shall be accurate, complete, reliable, current, or error-free. Arro provides services over the Internet, over which Arro has no control. Arro is not responsible for the availability of such networks and resources and does not endorse and is not responsible for such resources.
28. LIMITATION OF LIABILITY
IN NO EVENT SHALL THE ARRO INDEMNITEES BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY OTHER PARTY FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SERVICES, INCLUDING EACH CHANNEL AND APPLICATION AND SOFTWARE ASSOCIATED THEREWITH, OR OTHERWISE RELATED TO ANY SERVICE, APPLICATION, OR OTHER FEATURE OR FUNCTIONALITY ASSOCIATED WITH THE SERVICES.
IN NO EVENT SHALL ARRO’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES FOR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE SERVICE, INCLUDING EACH CHANNEL AND APPLICATION AND SOFTWARE ASSOCIATED THEREWITH (OTHER THAN AS MAY BE REQUIRED BY ANY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) FIVE HUNDRED DOLLARS ($500.00) .
When used below, “Losses” means judgments, settlements, awards, damages, losses, charges, liabilities, penalties, interest claims (including taxes and all related interest and penalties incurred directly with respect thereto), Social Security obligations, however described or denominated, and all related reasonable costs, expenses and other charges (including all reasonable attorneys fees and reasonable internal and external costs of investigations, litigation, hearings, proceedings, document and data productions and discovery, settlement, judgment, award, interest and penalties), however described or denominated.
You agree to indemnify and hold the ARRO Indemnitees harmless from any and all Losses incurred by any of them and defend against any claim arising out of or in connection with: (a) your use of any of the Services, including but not limited to the provision of transportation services, (b) any violation, misrepresentation, or breach of or by you of these Terms or any failure by you to comply with Applicable Laws, (c) any dispute or litigation caused by your acts or omissions, (iv) any data, information or other content submitted by you, (d) the use of your Account, whether by your or a third party, (e) any Transportation Disputes (as defined below in Transportation Disputes), (f) the commission of any Prohibited Actions, (g) the violation of any third party rights caused by your actions, or (h) any allegation that any materials that you submit to Arro or transmit to Arro, including through any of the Services or any third party platforms (for example, by way of a posting on the passenger information monitor of a taxi or entry via social media site to a contest of Arro or an affiliate thereof), infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party. Arro reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Arro, including rights to settle, and you agree to cooperate with the defense and settlement of these claims. Arro will use reasonable efforts to notify you of any claim, action or proceeding brought by a third party that is subject to the foregoing indemnification upon Arro becoming aware of it. This indemnity shall be applicable without regard to the negligence of the other party, including any indemnified person.
30. TRANSPORTATION DISPUTES
Any disputes or complaints regarding any transportation services (“Transportation Dispute”) must be directed to the Taxi owner, dispatcher, manager, driver or operator providing such services. Arro will not be a party to any complaints, negotiations, litigation or other disputes between you and such third party Taxi owners/dispatchers/managers/drivers/operators, if applicable regarding any Transportation Dispute. You agree to release the ARRO Indemnitees from and against any and all Losses arising out of a Transportation Dispute. Further, you agree that you will not involve any ARRO Indemnitees in any litigation, arbitration or other dispute arising out of or related to any services, arrangement or other agreement with a Taxi owner, dispatcher, manager, driver or operator, or other third party, in connection with the Services, including, without limitation, any Transportation Dispute. If, in breach of this provision, you attempt to do so, you will be liable for all Losses incurred by the ARRO Indemnitees in connection therewith.
31. GOVERNING LAW
You and Arro agree that, subject to Section 7 (Dispute Resolution and Arbitration Provision) these Terms shall be governed by and construed in accordance with the laws of the State of New York and United States federal law applicable therein, without giving effect to its conflict of laws principles or rules and without reference to the Convention of Contracts. Should any provision of Section 7 (Dispute Resolution and Arbitration Provision) not apply or should any claim or remedy be severed, you expressly and irrevocably waive any right you may have to a trial by jury.
The following disclaimers are made on behalf of Arro, our affiliates, the Arro Indemnities and each of their respective officers, directors, employees, agents and shareholders:
- You acknowledge that Arro does not provide transportation services or logistic services, does not own or operate any Taxis and does not constitute or operate as a transportation carrier. Additionally, Arro does not have any control over the Drivers, Taxi owners, managers and/or operators or over the quality or safety of the transportation services provided.
- Transportation services paid for through the Application are entirely the responsibility of the third party transportation provider who ultimately provides such services to you. As a result, you acknowledge that you may be exposed to transportation that is potentially dangerous, harmful, unsafe or otherwise objectionable either to yourself or others and that you access and use the Application and the Services at your own risk. You expressly waive and release us and the Group from any and all losses which arise from or related to any third party transportation provider or services shared by same.
- The Services are provided “as is” and “as available” with all faults and without warranties, representations or guarantees of any kind or nature (whether express, implied, statutory or other). We do not make any representations of any kind with respect to the Services. Nor do we guarantee, represent or warrant that your use of the Services will be complete, reliable, current, secure, uninterrupted, always available or error-free or will meet your requirements. You agree that Arro may eliminate or otherwise modify any or all aspects of the Services, including features, without compensation or notice to you. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of any of the Services or related platforms and systems.
- Arro specifically disclaims liability for the use of mobile devices, third party websites, links or content (including advertising content), the internet, any transportation services used by you (including the Taxis) and the Application and related software (including their continuing compatibility with the Services).
- To the extent allowable by law, we, including our licensors, disclaim all representations and warranties, including, warranties (implied or other) of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement. In addition, we do not represent or warrant that the information accessible via any Channel or otherwise via the Services, is accurate, complete or current. We do not represent or guarantee that your use of the Services will be free from interruption, loss, corruption, attack viruses, interference, hacking or other security intrusion and we disclaim any and all liability with respect thereto. No oral or written information or advice given by us or our licensors or authorized representatives shall create a warranty or otherwise constitute a representation binding upon Arro or its affiliates, licensors or authorized representatives.
- We further do not make any warranties, representations or guaranties of any kind or nature that (a) the Application (including its installation, performance, access or use), Services, any internet service, server or network will be free from bugs, uninterrupted, error-free, delay-free or secure, (b) the Application or other Services will be useable in combination with any other system or device, or compatible with your mobile device or third party carrier, (c) the Application or other Services will be improved or corrected in the event it is defective or under performs or (d) other Users will comply with Applicable Laws and regulations, or act in a manner that does not cause you to suffer harm or losses. We shall not be responsible for any of the preceding, or any losses associated therewith. We are not responsible for hardware, software or other goods or services provided by any third person. The entire risk arising out of your access to or use of the Services and any third party services or products remains solely with you to the maximum extent of the law.
- We do not guarantee or promise any specific results from access or use of the Services, including the ability to provide or receive Services at any given location or time or to ensure that a Taxi, Driver, Passenger or third party transportation provider will complete an arranged transportation service. We and the Group are not responsible for the performance, timeliness or quality of the transportation services or any failure relating to such transportation services.
- Arro plays no role in screening Passengers, assessing the suitability, legality or ability of any third party transportation providers, or third party dealings including those of Third Party Rideshare Platforms. You expressly waive and release us and the Group from any and all losses arising from or related to any third party providers or third party dealings and including but not limited to the actions or inactions of Passengers. Arro has limited control over the nature and content of information and chat transmitted or received by you or other Users. Although Arro reserves the right to do so at any time and from time to time, it does not monitor such content in the usual course of business and will not be liable for any such content.
- Arro does not warrant that the Application will be compatible with third party software or hardware, nor does Arro warrant that operation of the Services and associated Application will not damage or disrupt third party software or hardware.
- It is possible for others to obtain information about you that you provide, publish or post to or through the Services (including any profile information you provide) or during your access of the Services, and to use such information for a harmful purpose. Arro is not responsible for the use of any personal information that you disclose to other Users through the Services. Please be cautious about what you choose to disclose on or through the Services or release to others. Arro and its Group (including public organizations it collaborates with on transportation programs, such as MTA) disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users or hackers).
- Arro has taken organizational measures designed to secure your personal information from accidental loss, and from unauthorized access, use, alteration or disclosure. However, Arro cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
- Location data provided in connection with the Services 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 Arro, nor any of its affiliates or Third Party Rideshare Platforms, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data displayed by, through or in connection with the Services. Any of your information, including geolocational data, which you upload, provide, or post on or through the Services may be accessible to Arro, its licensors, and certain Users.
- In relation to the reporting information that Arro provides, Arro uses all reasonable endeavors to ensure that such information is accurate; however, Arro cannot guarantee that it will always be accurate. Consequently, you should use your own judgment when acting on the basis of information provided by Arro or on its behalf.
- Arro is not responsible for the behavior, actions or inactions (online or offline) of Passengers, Drivers, or Users whether or not they are users of the Application. You are solely responsible for your interactions with other users. By downloading, using, accepting or accessing the Services, you agree to accept such risks and agree that the Group is not responsible for the acts or omissions of Users accessing the Services. Any contract for the provision of Taxi and for-hire ground transportation services is between you and the user of such services, and not Arro or any of its affiliates. You acknowledge hereby that Arro simply provides a platform to introduce Drivers and Passengers and may facilitate payments in certain circumstances. We do not procure insurance for, nor are we responsible for, personal belongings left in any vehicle by Users.
- Opinions, advice, statements, offers, or other information or content made available through any of the Services, but not directly by Arro, are those of their respective authors, and should not necessarily be relied upon. The authors of such opinions, advice, statements, offers, or other information or content 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 on or through the Services or otherwise disseminated by third parties. Arro reserves the right, but does not have the obligation, to monitor the materials posted in the public areas of the Services and remove any such material that in its sole opinion violates, or is alleged to violate, the law or the Terms or which might be offensive, illegal, or that might violate the rights of, or harm or threaten the safety of, Users or other third parties.
- Each of Apple, Inc. (“Apple”), Creative Mobile Technologies, LLC (“CMT”), Google Inc., Microsoft Arro and (each, a “Technology Beneficiary”) will be a third party beneficiary to this contract if you access the Services using any Application developed for Apple iOS, Android, Microsoft Windows, or CMT and CMT licensed devices, respectively. None of the Technology Beneficiaries is a party to the Terms, which you hereby acknowledge, and as such: (a) none of them are responsible for the provision or support of the Services in any manner whatsoever, (b) none of them are responsible for the Services, including the Application and its content, performance, maintenance, possession, use or support, (c) none of them are responsible for addressing any direct claims or third party claims of any nature whatsoever related to the Services (including any product liability claims and claims arising under consumer protection or similar laws and regulations), (d) to the greatest extent permitted by law, none of the Technology Beneficiaries make any representation or warranty with respect to the Services. Your access of the Services using these devices is subject to the terms set forth in the applicable Technology Beneficiary’s terms of service. In the event you acquire, access or install any Services through the virtual Apple Store or Google Play or any store and/or business operated or managed by another Technology Beneficiary (the applicable one, and any similar commerce or replacement thereof, being the “Application Business or Store”), you agree to comply with the terms, conditions and policies established by such Technology Beneficiary and with all applicable third party terms, conditions and policies which apply to such Services as in effect at any time and from time to time. This paragraph applies to any version of the Application that you acquire from any Application Business or Store. This Agreement is entered into between you and Arro. The third party beneficiaries are not a party to the Agreement and shall have no obligations in connection with nor any responsibility for the Services, including the Application and the content thereof. Upon your acceptance of the Agreement, the Technology Beneficiary shall have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third party beneficiary thereof.
- This Agreement incorporates by reference the Licensed Application End User License Agreement published by Apple at https://www.apple.com/legal/internet-services/itunes/appstore/dev/stdeula/, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and the Agreement, the terms of the Agreement shall control.
In the event that you have a dispute with one or more Users and/or other third parties you agree to release the ARRO Indemnitees from any and all claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes with other Users and/or third parties or to your use of or participation in the Services. Furthermore, you expressly waive any rights you may have under California Civil Code Section 1542 (or analogous laws of other states), which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” Arro reserves the right, but has no obligation, to monitor disputes between you and other Users and/or third parties.
A. Complete Agreement. The Terms, as amended or supplemented at any time and from time to time in accordance with the Terms, comprise the entire agreement between you and Arro and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and Arro regarding the subject matter of the Agreement.
B. Waivers and Enforceability. All waivers must be in writing. The failure of you or Arro to insist upon strict performance of any provision of the Agreement, or to exercise any right provided for herein, shall not be deemed to be a waiver for the future of such provision or right, and no waiver of any provision or right shall affect the right of the waiving party to enforce any other provision or right of the Agreement. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.
C. New Versions; Enhancements. Arro may, from time to time in its sole discretion, release new versions, upgrades, enhancements or modifications of the Services including any Application. Any such updates will be electronically delivered to your mobile device, and you agree that the terms and conditions of these Terms shall apply to all such updates. If you fail to install any such new versions, upgrades, enhancements or modifications, the Service may not function as intended.
D. Cumulative Rights. All rights and remedies available to either you or Arro under the Agreement shall be cumulative, may be exercised singularly or concurrently, and shall not be deemed exclusive. If any legal action is brought to enforce any obligations hereunder, the prevailing party shall be entitled to receive its attorneys’ fees, court costs and other collection expenses, in addition to any other relief it may receive.
E. No Joint Venture. No joint venture, partnership, employment, or agency relationship exists between you, on the one hand, and Arro, any Technology Beneficiary, any third party service provider including Third Party Rideshare Platforms or any affiliate of any of them, on the other, as a result of the Agreement or use or other access of any of the Services.
F. Assignment, Transfer and Delegation. The Agreement may not be assigned by you without the prior written approval of Arro but may be assigned without your consent and without notice being delivered to you, by Arro. Arro may assign or otherwise transfer any of its rights and/or obligations, or otherwise transfer or delegate the performance of any one or more obligations (including any Arro Payment Services or any Merchant of Record duties and obligations within the meaning of the Driver Payment Card Services Terms) under the Agreement, at any time and from time to time, in its sole discretion and without prior written consent of or notice to Driver or User being required.
G. Third Party Beneficiaries. The Agreement is not intended to give rights to anyone except you and Arro and the Arro Indemnitees. Notwithstanding the preceding sentence, however, you and Arro acknowledge and agree that each Technology Beneficiary and its subsidiaries are third party beneficiaries of the Agreement as related to your license of any Services sourced through such Technology Beneficiary and that, by using any of the Services (which may include, amongst other, the Application), you agree and accept that such Technology Beneficiary and its subsidiaries will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the Services against you as a third party beneficiary thereof.
J. Headings The headings in these Terms are for reference only and do not affect the interpretation of these Terms.