Last updated February 10th, 2021
These Terms of Use constitute a legally binding agreement made between you and Optimus Ride Inc, doing business as Optimus Ride, a Delaware corporation, ("Optimus", “we”, “us”, or “our”), concerning your access to and use of our website, http://www.optimusride.com, the Opti Ride™ mobile application (“the App” and collectively with the website, the “Optimus Ride Platform” or “the Platform”) and more generally, your use of our self-driving mobility systems and related services, as well as any related content, communications, marketing or events, whether online or offline (collectively, “the Services”) that we make available in the United States.
By using the Services, you agree that you have read, understood, and agreed to be bound by all of these Terms of Use, including our Privacy Notice, which is incorporated herein. THESE TERMS OF USE INCLUDE AN AGREEMENT TO SUBMIT ALL DISPUTES TO INDIVIDUAL MANDATORY ARBITRATION – PLEASE READ CAREFULLY. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU MUST DISCONTINUE USE OF THE SERVICES IMMEDIATELY.
We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Services after the date such revised Terms of Use are posted. Supplemental terms and conditions may apply to certain Services, such as those applicable to a particular event or promotion, and such supplemental terms will be disclosed to you at the time
Optimus Ride provides users in select communities with free access to its self-driving mobility systems, and provides related services through the Platform, where registered users can view routes, schedules, and reserve a seat.
The Platform is intended for users who are at least 13 years old. Persons under the age of 13 are not permitted to register for the Services and must be accompanied by a registered user age 16 or older while present in our automated mobility services.
We grant you a revocable, non-exclusive, non-transferable, limited right to use the Services, including to install and use the App on wireless electronic devices owned or controlled by you, and to access and use the Services on or through such device strictly in accordance with the provision of this license, these Terms, and, as applicable, in accordance with the usage rules set forth in the Apple App Store or Google Play Store’s terms of service. You shall not:
We cannot guarantee the Platform and/or the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason, and without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services. Except as expressly provided herein, nothing in these Terms of Use will be construed to obligate us to maintain and support the Platform or to supply any corrections, updates, or releases in connection therewith.
You must be a registered user on the Platform in order to use many features of the Services, including to reserve a seat or ride on our self-driving mobility services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
You represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you will not access the Platform through automated or non-human means, whether through a bot, script, or otherwise; (5) you will not use the Services for any commercial, illegal or unauthorized purpose; and (6) your use of the Services will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
You may not access or use the Services for any purpose other than that for which we make the Services available. You may not use the Services in connection with any commercial endeavors except those that are specifically endorsed or approved by us. You also agree not to:
If you fail to comply or breach these Terms of Use, you may be denied access to or limited use of the Services.
We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us through the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, feedback, suggestions, or other material (collectively, "Contributions"). You are solely responsible for your Contributions, and Contributions remain your property. However, by providing Contributions to us, you grant us a worldwide, perpetual, irrevocable, transferable, royalty-free license to use, copy, modify, create derivative works of, distribute, publicly display, or otherwise exploit in any manner, such Contributions in all formats and channels, without further notice to or consent from you. You expressly agree to indemnify us from any and all responsibility, and to refrain from any legal action against us, regarding your Contributions.
Contributions may be viewable by other users of the Services and through third-party websites. When you create or make available any Contributions, you represent and warrant that:
Any use of the Services in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Services.
We reserve the right, but not the obligation, to:
By creating an account, you agree that Optimus and third parties providing services to us may send you communications, including marketing communications, via telephone or text/SMS message. You understand and agree that such communications may be sent using an automatic telephone dialing systems and/or deliver messages using an artificial or pre-recorded voice. Message and data rates may apply. You understand that you are not required to consent as a condition of purchasing any property, goods or services. You also understand that you may opt out of receiving text messages from us at any time, including by replying “STOP” to any such message. If you do not choose to opt out, we may contact you as outlined in our Privacy Policy: https://www.optimusride.com/privacy
To opt-out of promotional emails from us, click the unsubscribe link at the bottom of any such email. You may also adjust your communication preferences for email, text, and push notifications in your account settings. Note that even if you opt-out of marketing communications, you may still receive important communications from us concerning these Terms, your account, or the Services.
Unless otherwise indicated, the Services are our proprietary property and all source code, databases, functionality, software, application and website designs, audio, video, text, photographs, and graphics (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on an “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE PLATFORM (INCLUDING BLOCKING CERTAIN IP ADDRESSES) OR OUR SERVICES, TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. AT ANY TIME, WE MAY TERMINATE YOUR USE OF THE PLATFORM AND/OR OUR SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTRIBUTIONS OR INFORMATION, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
These Terms of Use and your use of the Site are governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law principles. However, any determination as to whether a Dispute (defined below) is subject to arbitration, or as to the conduct of the arbitration, shall be governed exclusively by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.
Except as expressly excluded below, any disputes, claims, or causes of action arising out of or connected with your use of the App or our Services (each, a “Dispute”), will be finally and exclusively resolved by binding arbitration. You agree that any Dispute shall be resolved exclusively in individual (non-class) arbitration. The parties intend to be bound to the Federal Arbitration Act, 9 U.S.C. § 1 et seq. An arbitration means there will be no jury, and no judge.
Except as modified herein, the arbitration shall be commenced and conducted under the Consumer Arbitration Rules of the American Arbitration Association ("AAA") of which are available at the AAA website: www.adr.org. If for any reason, AAA is unable or unwilling to conduct the arbitration consistent with these terms, you and we will pick another arbitrator pursuant to 9 U.S. Code § 5. The arbitration may be conducted in person, through the submission of documents, by phone, or online, as you and we agree, or as decided by the arbitrator. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either party. The arbitrator must follow applicable law, and may grant any remedy, relief, or outcome that the parties could have received in court, including awards of attorney’s fees and costs, in accordance with the law(s) that applies to the case, except injunctive relief.
Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Middlesex County, Massachusetts. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
You agree that any Dispute shall be resolved on an individual basis. Under no circumstances will you file, seek, or participate in a class action, mass action, or representative action in connection with a Dispute.
Notwithstanding the above, the following Disputes are not subject to binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, intellectual property rights; (b) any Dispute that may validly be brought in small-claims court; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Middlesex County, Massachusetts, and you consent to, and waive all defenses of, lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE PLATFORM AND OUR SERVICES ARE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES, PLATFORM CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE APP AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) PERSONAL INJURY, PROPERTY DAMAGE OR OTHER HARM OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (2) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (3) ANY INTERRUPTION OF THE SERVICES INCLUDING INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, (4) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY, AND/OR (5) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
WE SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE PLATFORM OR SERVICES. WE SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL. IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DISPUTE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED DOLLARS ($100.00). CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, IN WHICH CASE SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your use of the Services; (2) your breach of these Terms of Use; (3) your violation of the rights of a third party, including but not limited to intellectual property rights; (4) any overt harmful act toward any other user of the Services; or (5) our use of your Contributions. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
These Terms of Use and any policies or operating rules posted by us in the Platform constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the App. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of physical signing by the parties hereto to execute these Terms of Use.
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:
Optimus Ride
88 Black Falcon Ave, STE 188
Boston, MA 02210-2428
United States
Email:
privacy@optimusride.com
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