Last updated: April 14, 2025
Master Services & Subscription Agreement
THE JOYRIDE’S PRODUCTS (AS DEFINED BELOW) ARE PROVIDED BY JOYRIDE. THIS AGREEMENT IS ENTERED INTO BETWEEN CUSTOMER AND JOYRIDE, REGARDLESS OF WHETHER THE APPLICABLE JOYRIDE’S PRODUCTS DISPLAYS THIRD PARTY BRANDING.
This Agreement was last updated on April 14, 2025
This master services & subscription agreement (“Terms and Conditions”, together with any Order Forms, attachments, addenda, exhibits, or amendments hereto, as amended from time to time, collectively the “Agreement”), is entered into between Joyride Technologies Inc. (“Joyride”, “we”, “us” or “our”) and the entity identified as the customer identified on the Order Form (“Customer”, “you” or “your”). This Agreement is effective on the earlier of when: (i) you click an “I accept” or “I agree” button or check the box presented with these Terms and Conditions; or (ii) when you agree to an Order Form (if any); or (iii) your use any of the Joyride’s Products (the (“Effective Date”).
This Agreement sets forth the terms and conditions that govern the provision and use of the Joyride’s Products.
BY CLICKING THE “I ACCEPT” OR “I AGREE” BUTTON OR CHECKING THE BOX PRESENTED WITH THESE TERMS AND CONDITIONS OR OTHERWISE USING THE JOYRIDE’S PRODUCTS, INCLUDING LOGGING INTO THE DASHBOARD MADE AVAILABLE BY JOYRIDE, CUSTOMER HEREBY ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS, AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 12(j). THESE TERMS AND CONDITIONS ARE ENTERED INTO BY THE CUSTOMER AND JOYRIDE, REGARDLESS OF WHETHER THE JOYRIDE’S PRODUCTS, INCLUDING THE DASHBOARD, DISPLAYS THIRD PARTY BRANDING. IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE JOYRIDE’S PRODUCTS. BY CUSTOMER’S USE OF THE JOYRIDE’S PRODUCTS, CUSTOMER REPRESENTS AND WARRANTS TO JOYRIDE THAT: (A) CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT; AND (B) IF CUSTOMER IS USING THE JOYRIDE’S PRODUCTS ON BEHALF OF ANOTHER PERSON, CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.
THESE TERMS AND CONDITIONS MAY INCORPORATE SUPPLEMENTAL TERMS AND CONDITIONS DEPENDING ON THE JOYRIDE’S PRODUCTS ORDERED OR USED BY CUSTOMER (“SUPPLEMENTAL TERMS AND CONDITIONS”) AND ORDER FORMS.
IF YOU HAVE ENTERED INTO A SEPARATE CONTRACT WITH JOYRIDE WITH RESPECT TO YOUR PURCHASE OF JOYRIDE’S PRODUCTS OR UNDER WHICH JOYRIDE’S PRODUCTS ARE MADE AVAILABLE TO YOU, TO THE EXTENT THERE IS A CONFLICT BETWEEN SUCH SEPARATE CONTRACT WITH JOYRIDE AND THESE TERMS AND CONDITIONS, SUCH SEPARATE CONTRACT WITH JOYRIDE SHALL PREVAIL.
YOU MAY NOT USE THE PRODUCTS IF YOU ARE OUR DIRECT COMPETITOR, AS DETERMINED IN OUR SOLE DISCRETION, EXCEPT WITH OUR PRIOR WRITTEN CONSENT.
Capitalized terms used in this Agreement have the meaning ascribed to them in the preamble or in this Section 1 as follows:
2. JOYRIDE’S PRODUCTS
2.1 Order Forms. For each Order Form entered into by Joyride and Customer or by Joyride and a Customer’s Affiliate in accordance with Section 2.8, except as otherwise set out in the Order Form, the Order Form will incorporate by reference the provisions of this Agreement, and as such the Order Form will be subject to, and governed by this Agreement.
2.2 Provision of Joyride Software. Subject to Customer’s and its Permitted Users’ compliance with the terms and conditions of this Agreement, and conditional on Customer having entered into an agreement: (a) directly with Joyride; or (b) with a Joyride’s Reseller for the access to and use of the Joyride’s Products pursuant Reseller Customer Agreement, and provided that Joyride has separately entered into Joyride Reseller Terms, during the Term, Joyride grants Customer a non-sublicensable (except for permitted use by Permitted Users), non-exclusive, non-transferable (except as permitted in Section 12(b)), limited and revocable right and license (as applicable) to use and access the Joyride Software and Hardware (if set forth in an Order Form): (i) in accordance with the Documentation, (ii) for the number and type of subscriptions and/or licenses (as applicable) specified in the applicable Order Form and solely the functionality included therein, and (iii) starting from the applicable Subscription Start Date until the Subscription Expiration Date set forth in such Order Form or the earlier termination of such Order Form or these Terms and Conditions. The Firmware license for each item of Hardware purchased by Customer under an Order Form is contingent upon Customer purchasing and maintaining a valid subscription and/or license (as applicable) to the applicable Joyride Software. For clarity, the right and license (as applicable) for Joyride Software that is provided in conjunction with a Hardware unit is only valid for use with that Hardware unit, unless the Hardware unit is replaced pursuant to the Hardware Warranty Policy and RMA Policy. As part of the Joyride’s Products, Joyride will make the Joyride’s Products available to individual End Customers of the Vehicles, as applicable. Where required by Joyride, the access to and use of the Joyride’s Products by End Customers will be subject to a separate Terms of Use to be agreed between Joyride and the End Customer in accordance with Section 3.5.
2.3 Limited Scope. Customer will only access and use of Joyride Software and other applicable Joyride’s Products solely for the internal business purposes of Customer, subject to this Agreement, including the scope of use defined in the applicable Order Form, the Data Processing Addendum and other applicable exhibits annexed hereto (“Licensed Scope”). If Customer would like to use Joyride’s Products beyond the Licensed Scope, Customer is required to purchase the applicable Joyride Software subscription and/or license (as applicable) and if applicable install the applicable Hardware that include such scope. If Joyride becomes aware that Customer is using Joyride’s Products beyond the Licensed Scope, Joyride reserves the right to charge Customer for the applicable Joyride’s Products subscription and/or license (as applicable) that include such Licensed Scope at the then-current list price, and Customer agrees to immediately pay such amounts. Further, during the applicable subscription and/or license (as applicable) term under an Order Form, Customer agrees that it cannot downgrade a Joyride Software subscription and/or license (as applicable) plan to a lower Joyride Software subscription and/or license (as applicable) plan (for example, downgrading from an “Enterprise” subscription and/or license (as applicable) to a “Professional” subscription and/or license (as applicable)) or to fewer subscriptions and/or licenses (as applicable) (as applicable) than on the Order Form.
2.4 White Label Services. Subject to Customer’s and its Permitted Users’ compliance with the terms and conditions of this Agreement, the Mobile Application or such other component of the Joyride Software as approved by Joyride in its sole discretion, may be provided to Customer on a white label basis as approved by Joyride and if so set out in the Order Form (“White Label Services”). Such White Label Services may display the Customer’s branding (“White Label Brand”). To enable the foregoing, Customer grants to Joyride a royalty-free, non-exclusive, sublicensable, transferable, irrevocable, license during the Term to all Customer’s White Label Brand and other Customer’s trademarks used by Customer in connection with the White Label Services solely for the purpose of enabling Joyride to provide the Joyride Software under this Agreement. Joyride will provide the White Label Services for the additional fees specified in the Order Form (“White Label Fees”). Joyride’s obligation to provide White Label Services is contingent upon the ongoing payment of all White Label Fees and a reasonable delay to complete the development of the White Label Services. For purposes of clarity, any White Label Services will be branded with both the Joyride’s brand and the White Label Brand, Joyride will be publisher of any application associated with the White Label Services, and Customer and Customer’s Permitted Users and End Customers will transact with Joyride unless otherwise agreed to between Customer (or Reseller as applicable) and Joyride in a written amendment to this Agreement. Joyride offers multiple distinct Joyride’s Products. Each Joyride Software shall be treated independently for the purposes of white labeling. A payment of White Label Fees for one component of the Joyride Software does not create any obligation for Joyride to provide other White Label Services. Each White Label Service must be purchased separately, though Joyride reserves the right to bundle multiple White Label Services. The bundling of multiple Joyride Software for white-labeling purposes does not constitute the merger of such Joyride Software for any other purposes. Within this Agreement, the meaning Joyride Software and White Label Services are interchangeable.
2.5 Accounts. In order for Customer to access and use the Joyride Software, Joyride may issue one or more Administrator User Accounts to Customer that provides the Administrator User with the capability, create Employee User Accounts for its Employee Users and to the extent permitted in an Order Form, for Customer to issue links for End Customers to create their own End Customer Account. As between Joyride and Customer, Customer will be solely responsible for administering and protecting Customer User Accounts. Customer agrees to provide access to the licensed Joyride Software only to Permitted Users, and to require such Permitted Users and End Customers to keep Customer User Account and End Customer Account (as applicable), including user names and passwords, strictly confidential and not provide such Customer User Account login information or End Customer Account login information (as applicable) to any unauthorized parties. Customer is solely responsible for monitoring and controlling access to the Joyride Software and maintaining the confidentiality of Customer User Account login information or End Customer Account login information (as applicable) and any provided API tokens. In the event that Customer or any Permitted User becomes aware that the security of any Customer User Account or End Customer Account (as applicable) has been compromised, Customer will immediately notify Joyride and de-activate such Customer User Account, or End Customer Account (as applicable) or change the Customer User Account’s login information or as applicable, the End Customer Account’s login information.
2.6 Support Services and Service Levels. This Section 2.6 only applies to Customer if such Customer purchases the Joyride’s Products from Joyride directly and not from a Reseller. If set forth in the applicable Order Form, commencing on the applicable Subscription Start Date and continuing until the Subscription Expiration Date set forth in such Order Form or the earlier termination of such Order Form or these Terms and Conditions, Joyride will: (i) make the SaaS Services available in accordance with the SaaS Services SLA; and (ii) will provide the Support Services for the SaaS Services. Customer acknowledges and agrees that Customer’s sole and exclusive remedy and Joyride’s sole and entire liability arising out of any failure to meet any uptime commitments set forth in the SaaS Services SLA or failure to perform the Support Services are those remedies set forth in the SaaS Services SLA. Customer acknowledges that the ability of Joyride to provide the Support Services and to meet any requirements in the SaaS Services SLA, requires the co-operation of the Customer in providing Joyride with timely responses to requests for information, and the prompt and timely performance by the Customer of its obligations. Customer agrees that in the event it fails to perform any of its responsibilities set out in this Agreement in a timely manner, and such failure is the direct cause of any delays in the performance by Customer of its obligations hereunder, or results in additional costs or expenses being incurred by Joyride, then Customer agrees to compensate Joyride for the actual additional costs or expenses so incurred.
2.7 Professional Services. Joyride will use commercially reasonable efforts to perform the Professional Services set out in an applicable Order Form. Customer acknowledges that Joyride’s ability to provide the Professional Services is dependent upon the cooperation of and assistance from Customer. Customer will cooperate with Joyride in the performance of the Professional Services and in the development of the Deliverables, including by providing access (whether onsite or remotely) to Customer’s personnel, systems, equipment, or communications facilities, as set out in the applicable Order Form (“Customer Dependencies”). If Customer has not performed the mutually agreed Customer Dependencies including providing all necessary cooperation or information to Joyride, or Joyride is otherwise denied or delayed access or information by Customer, then Joyride will be excused, without liability, from performing any further Professional Services. Without limiting the foregoing, if Joyride’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer, any of its personnel, agents, subcontractors, consultants, or employees, Joyride will not be deemed in breach of its obligations under this Agreement, including its obligations to meet applicable milestones, or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly from such prevention or delay.
2.8 Customer’s Affiliates. The parties acknowledge and agree that one or more Customer’s Affiliates may enter into an Order Form under this Agreement. By entering into an Order Form hereunder, a Customer’s Affiliate will be bound by these Terms and Conditions as if it were Customer, and Customer and the applicable Customer’s Affiliate are jointly and severally liable under such Order Form and this Agreement.
2.9 Purchase Through a Reseller. This Agreement specifies the terms and conditions under which Joyride’s Products will be provisioned by Joyride to Customer, whether purchased directly through Joyride or indirectly through a Reseller. Purchases through a Reseller will be placed through a separate agreement or ordering document between Customer and a Reseller (the “Reseller Customer Agreement”) which shall address, as between Customer and Reseller, any terms and conditions relating to the quantity of Joyride’s Products purchased, fees, payment (including any applicable refunds), taxes, and renewals. The Reseller Customer Agreement is between Customer and the Reseller and is not binding on Joyride, and any disputes related to the Reseller Customer Agreement shall be handled directly between Customer and the Reseller. In the event of any conflict between this Agreement and a Reseller Customer Agreement, this Agreement shall govern as between Joyride and Customer. Customer understands and agrees that certain Joyride’s Products purchased through a Reseller are subject to additional product specific terms that may be applicable if purchased by Customer.
2.10 Suspension of Access; Scheduled Downtime; Modifications. Joyride may, from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under this Agreement:
(i) suspend Customer’s access to or use of the Joyride’s Products or any component of them, providing prior notice as provided herein:
A. for scheduled maintenance;
B. due to a Force Majeure Event;
C. if Joyride believes in good faith that Customer or any Permitted User has violated any provision of this Agreement;
D. to address any emergency security concerns;
E. if required to do so by a Governmental or Regulatory Authority or as a result of a change in Applicable Laws; or
F. for any other reason as provided in this Agreement; and
(ii) make any Modifications to the Joyride’s Products which may include to: (A) update the Joyride Software and cause Firmware updates to be automatically installed onto Hardware; (B) update the Mobile Application; or (C) upgrade Hardware to newer models. Joyride may change or discontinue all or any part of the Joyride’s Products, including changing, discontinuing, or removing features included in a Joyride Software access right or license, at any time and without notice, at Joyride’s sole discretion. If Joyride discontinues supporting a Hardware model and the associated Joyride Software that you have ordered from Joyride in accordance with these Terms and Conditions prior to the applicable Subscription Expiration Date without offering to replace them with an updated or comparable version or model, you may terminate the applicable Order Form with respect to the applicable Joyride’s Products and request a Refund for such Joyride’s Products. Updates or upgrades may include security or bug fixes, performance enhancements, or new functionality, and may be issued with or without prior notification to Customer. Customer hereby consents to such automatic updates.
2.11 Subcontracting. Joyride may engage third parties to provide the Joyride’s Products or any part of them without Customer’s consent and without notice to Customer. The delegating or subcontracting of all or any part of Joyride’s obligations under this Agreement to any subcontractor will not relieve Joyride from any obligation or liability under this Agreement. Customer acknowledges and agrees that Joyride may use subprocessors as set out in the Data Processing Addendum.
2.12 Non-Joyride Products. If the Joyride’s Products contain or require the use of Third Party Licensed Technology, Customer will accept and comply with the license terms applicable to such Third Party Licensed Technology. If Customer does not agree to abide by the applicable license terms for any such Third Party Licensed Technology, then Customer should not install, access, or use such Third Party Licensed Technology. Any acquisition by Customer of Non-Joyride Products, and any exchange of Customer Property between Customer and any such provider of Non-Joyride Products is solely between Customer and the applicable Non-Joyride Products provider. Joyride does not warrant or support Non-Joyride Products, even if they are designated by Joyride as “certified” or otherwise recommended. Joyride cannot guarantee the continued availability of Non-Joyride Products features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-Joyride Products ceases to make the Non-Joyride Products available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to Joyride. Joyride is not responsible for any disclosure, modification or deletion of Customer Property resulting from access to Customer Property by such Non-Joyride Products or their providers.
2.13 Mobile Application.
(i) If the Joyride Software is provided to Customer through the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) App Store, the terms and conditions set out in Exhibit A apply to Customer, in addition to all the other terms and conditions of this Agreement.
(ii) If the Joyride Software are provided to Customer through the Google Inc. (Google Inc., together with all of its affiliates, “Google”) Google Play, the terms and conditions set out in Exhibit A apply to Customer, in addition to all the other terms and conditions of this Agreement.
2.14 Trial of Hardware; Sale of Hardware. If set forth in the applicable Order Form, Joyride will give Customer a limited trial of the Hardware for the scope of use and limited trial period set out in such Order Form. Such trial of Hardware is subject to these Terms and Conditions and the applicable terms and conditions in the Hardware Warranty and RMA Policy. Customer may purchase Hardware from Joyride or Reseller as set forth in an applicable Order Form. All shipments of Hardware are FOB (2010) Origin, Freight Prepaid, and Charged Back. Notwithstanding the foregoing, Customer assumes any risk of loss or damage to any Hardware upon shipment of each Hardware. Customer is solely responsible for confirming that each “Ship To” delivery address set forth in an Order Form is accurate and that any individual accepting delivery at that address is authorized to do so on Customer’s behalf. Joyride may ship Hardware under an Order Form subject to a schedule as mutually agreed between the parties or as determined by Joyride. If Hardware under an Order Form is shipped in multiple shipments, the Joyride Software subscription and/or license (as applicable) term associated with Hardware shipped after the initial shipment will be set to expire on the same date as the Joyride Software subscription and/or license (as applicable) term associated with Hardware shipped in the initial shipment. The total cost of the Joyride Software subscriptions and/or licenses (as applicable) associated with such Hardware shipped after the initial shipment will be pro-rated based on their actual subscription and/or license (as applicable) term, rounded up to the nearest month, as compared to the full Joyride Software subscription and/or license (as applicable) term under such Order Form. Certain payment amounts set forth in an Order Form assume that all Hardware under such Order Form is shipped at the same time and are subject to potential reduction by Joyride based on the actual schedule of Hardware shipment.
2.15 Pre-Launch Offerings. From time to time, Joyride may in its sole discretion make Pre-Launch Offerings available to Customer for evaluation purposes. Should Customer opt to use a Pre-Launch Offering, Customer will: (i) enter into any additional terms required by Joyride for the applicable Pre-Launch Offerings; (ii) assume sole responsibility and all risk, and waive and release Joyride from any Claims directly or indirectly arising from or related to the Pre-Launch Offerings; and (iii) without limitation, defend, indemnify, and hold harmless Joyride Indemnitees from any third party Claims and Losses directly or indirectly arising from or related to the Pre-Launch Offering. PRE-LAUNCH OFFERINGS ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND. Customer acknowledges that Pre-Launch Offerings that may interact, interface, or integrate with Non-Joyride Products, third party products and/or services may not be validated or supported by such third parties and may interfere with the operations of or void warranties for such Non-Joyride Products, third party products and/or services. Joyride reserves the right to modify, terminate, or discontinue the Pre-Launch Offerings at any time in its sole discretion, for any reason, with or without notice, and without liability to Customer, and has no obligation to make any Pre-Launch Offerings generally available to Joyride customers. If Joyride decides in its sole discretion to make a Pre-Launch Offering generally available to Joyride customers as a new Product or part of an existing Product, Joyride may discontinue making such offering available to Customer as a Pre-Launch Offering at that point in time. Customer acknowledges and agrees that any continued usage after such discontinuation date will require that the Customer purchase or have already purchased the applicable Product under an Order Form and pay any additional amounts owed for such purchase. Except as explicitly set forth otherwise in this Section 2.15, Pre-Launch Offerings are subject to the same terms and conditions as are applicable to a “Joyride’s Product” under these Terms and Conditions. NOTWITHSTANDING THE “WARRANTY; DISCLAIMER” SECTION AND “INDEMNITIES” SECTION BELOW, JOYRIDE SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO PRE-LAUNCH OFFERINGS UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE JOYRIDE’S TOTAL AGGREGATE LIABILITY WITH RESPECT TO THE PRE-LAUNCH OFFERINGS SHALL NOT EXCEED ONE HUNDRED CANADIAN DOLLARS (CAD$100.00).
3. RESTRICTIONS ON USE AND CUSTOMER RESPONSIBILITIES
3.1 Restrictions on Use.
(a) Customer will not itself, and will not permit others (including its Permitted Users and End Customers) to: (i) sub-license, resell, white label (except as permitted herein), sell, rent, lend, lease or distribute the Joyride’s Products or any Intellectual Property Rights therein, or otherwise make the Joyride’s Products available to any third parties other than Permitted Users; (ii) use or access the Joyride’s Products: (A) in violation of any Applicable Laws or Intellectual Property Right; (B) for any High Risk Activities; (C) in a manner that threatens the security or functionality of the Joyride’s Products; or (D) for any purpose or in any manner not expressly permitted in this Agreement; (iii) use or access the Joyride’s Products to create, collect, transmit, store, use or process any Customer Property that: (A) Customer does not have the lawful right to create, collect, transmit, store, use or process; (B) violates any Applicable Laws, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity); or (C) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (iv) copy or modify the Joyride’s Products; (v) reverse engineer, de-compile or disassemble the Joyride’s Products or any part of them; (vi) access or use the Joyride’s Products for purposes of benchmarking or competitive analysis of such Joyride’s Products; (vii) access or use the Joyride’s Products for the purpose of building a similar or competitive product or service; (viii) remove or obscure any proprietary notices or labels on the Joyride’s Products, including brand, copyright, trademark and patent or patent pending notices; (ix) perform any vulnerability, benchmarking, penetration or similar testing of the Joyride’s Products; (x) use the Joyride’s Products to store, publish, submit/receive, upload/download, post, use, copy, or otherwise produce, transmit, or distribute infringing, libelous, defamatory, harassing, threatening, or otherwise unlawful or tortious material; or to store, publish, submit/receive, upload/download, post, use, copy, or otherwise produce, transmit, or distribute material in violation of third-party privacy rights; (xi) access, tamper with, or use non-public areas of the Joyride Software Systems; (xii) gain unauthorized access to, interfere with, disable, or disrupt the integrity or security of the Joyride Software Systems; (xiii) impersonate or misrepresent an affiliation with any person or entity; (xiv) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented to protect the Joyride Software Systems or enforce a contractual usage limit; (xv) automatically connect (whether through APIs or otherwise) the data made available to Customer as part of the Joyride’s Products to other data, software, services or networks, other than as expressly permitted by Joyride in writing; (xvi) use Joyride Property or our third-party providers’ property to train any artificial intelligence (AI) or machine learning algorithms or software or create any derivative works, compilations or collective works or in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any Applicable Law; (xvii) download (in any way whatsoever including automatically download), print in whole or in parts), mine, scrape or index, any data that is made available to Customer as part of the Joyride’s Products, other than as expressly permitted by Joyride in writing; or (xviii) use or access the Joyride’s Products for any purpose or in any manner not expressly permitted in this Agreement (including any Order Form).
(b) The Joyride’s Products may be subject to Canadian export control laws. The Customer will not, directly or indirectly, export, re-export, or release the Joyride’s Products to, or make the Joyride’s Products accessible from, any jurisdiction or country to which export, re-export or release is prohibited by Applicable Law or Governmental or Regulatory Authority. The Customer will comply with all Applicable Laws and complete all required undertakings (including obtaining any necessary permissions, permits, export licences or other governmental approval), before exporting, re-exporting, releasing, or otherwise making the Joyride’s Products available outside Canada. Joyride makes no representation or warranty that the Joyride’s Products may be exported without Customer first obtaining appropriate licenses or permits under Applicable Law, or that any such license or permit has been, will be, or can be obtained.
3.2 Acceptable Use. Customer may not, and may not allow any third-party, including its Permitted Users and End Customers, to: (a) use the Joyride’s Products: (i) for any inappropriate, improper, discriminatory, illegal, or otherwise harmful purpose or (ii) to violate, or encourage the violation of, the rights of others which includes, without limitation, legal rights (e.g., intellectual property or proprietary rights) or human rights (i.e., the rights inherent to all human beings regardless of race, sex, nationality, ethnicity, language, religion, or any other status, including without limitation the right to life and liberty, freedom from slavery and torture, freedom of opinion and expression, the right to work and education, and many more), each as reasonably determined by Joyride; or (b) engage in abusive, harassing, threatening, offensive, or otherwise improper conduct towards Joyride or its employees, agents, service providers, partners, or other customers. To report any potential misuse or violation, please email hi@Joyride.city.
3.3 Customer Responsibilities.
(i) As between Joyride and Customer, Customer will be responsible for: (i) the accuracy, quality and legality of Customer Property and End Customer Data, the means by which Customer acquired Customer Property and End Customer Data, Customer’s use of applicable Customer Property within the Joyride Software, and the interoperation of any Non-Joyride Products or systems with which Customer uses the Joyride’s Products; (ii) providing, at its own expense, all network access to the Joyride’s Products, including, without limitation, acquiring, installing and maintaining all telecommunications equipment, hardware, software and other equipment as may be necessary to connect to, access and use the Joyride’s Products or any other Joyride Property; (iii) properly configuring and using the Joyride Software and Hardware and taking its own steps to maintain appropriate security, protection and backup of its infrastructure (including without limitation any databases, servers, and any other protocol) which may include the use of encryption technology to protect such infrastructure from unauthorized access and routine archiving of such infrastructure; (iv) using the Joyride Software and any other Joyride Property in accordance with this Agreement and Applicable Laws; (v) ensuring that only Permitted Users access and use the Joyride’s Products and other any Joyride Property pursuant to this Agreement; and (vi) ensuring that none of the Permitted Users bring or maintain any Claim against Joyride, its shareholders, employees, officers, directors, Affiliates, agents, contractors, successors, and assigns in respect of any matter related to or in connection with the subject matter of this Agreement. Customer will be liable for any breach by a Permitted User of this Agreement.
(ii) Customer agrees that it is solely Customer’s responsibility to: (a) inform any Permitted Users and End Customers of any relevant Joyride’s policies (each a “Policy”) and practices and any settings that may impact the processing of Customer Data; (b) obtain any rights, permissions or consents from End Customers and any Permitted Users that are necessary for the lawful use of End Customer Data, Customer Property and the operation of the Joyride’s Products; and (c) respond to and resolve any dispute with Customer and any Permitted Users or End Customers relating to or based on Customer Property, End Customer Data (as applicable) the Joyride’s Products or Customer’s failure to fulfill these obligations.
(iii) As between Joyride and Customer, Customer is responsible for installation of the Hardware and ongoing maintenance of any Equipment, including installation in accordance with any Equipment warranty. Depending on the Customer’s intended use of the Joyride’s Products, Customer will require professional installation of the Hardware and ongoing professional maintenance of any Equipment. If Customer is unable to install the Hardware or to conduct such ongoing maintenance, or if Customer is uncertain that Customer has the requisite skills and understanding, Customer agrees to consult with a qualified installer or maintenance professional. Improper installation of the Hardware or maintenance of the Equipment will lead to damage of such Equipment or dangerous or life-threatening conditions, which can cause property damage, bodily injury, and/or death. Customer will notify Joyride if Customer did not order the correct Hardware cables for Hardware installation. For more information on Joyride’s cable exchange policy, please see the cable exchange policy section of the Hardware Warranty and RMA Policy.
3.4 Except with respect to the use by such End Customers of the Joyride’s Products and as further described in the Terms of Use, Joyride will not be responsible for Customer’s relationship with its End Customers and own partners, customers and other persons whom Customer makes available its Customer Offerings, any Vehicles or Equipment. Customer will ensure the Customer Offering includes Customer’s own user agreement (“End Customer Agreement”), which: (i) imposes obligations on the End Customer that are substantially similar to those imposed on Customer under Sections 3.1, 3.2, and 3.3; (ii) include terms and conditions required by the respective providers of the Apple App Store and Google Play Store; (iii) include terms and conditions that are no less protective of Joyride Property as set out in this Agreement; (iv) disclaims any liability with respect to the Customer Offering on the part of Joyride, its Affiliates, and any of their directors, officers, personnel, contractors and agents and otherwise contains provisions necessary for Customer’s compliance with this Agreement; (v) sets forth the ownership of all rights in the End Customers Data, as between Customer and End Customers; and (vi) includes such additional terms and conditions as may be required by Joyride as notified to Customer in writing from time to time. Upon Joyride’s request, Customer will provide a copy of such End Customer Agreement to Joyride.
3.5 Without limiting the generality of the foregoing, in addition to any End Customer Agreement required by the Customer with such End Customers as required under Section 3.4, all End Customers may be required to enter into Joyride’s terms of use for Revii, which is currently available at joyride.city/Revii-Terms-of-Use and as may updated by Joyride from time to time in its sole discretion (“Terms of Use”).
3.6 Joyride has the right to investigate violations of this Section 3 or conduct that affects the Joyride Software Systems and immediately suspend or terminate any or all of Customer’s access to the Joyride Software if it reasonably suspects or determines that Customer has violated this Section. Joyride reserves the right to limit or restrict Joyride’s Product access in unsupported countries. Joyride may also consult and cooperate with law enforcement authorities to prosecute users who violate the Applicable Law.
4. FEES AND PAYMENT
4.1 Fees. Customer will pay the fees and other amounts described in any Order Form, or Supplemental Terms and Conditions (as applicable) (the “Fees”). Unless otherwise noted on an Order Form: (i) all Fees identified are in United States dollars; (ii) quantities purchased cannot be decreased during the relevant subscription term or license term. If Customer’s use of the Joyride’s Products exceeds the service capacity set forth on an Order Form or otherwise requires the payment of additional fees (pursuant to the terms of this Agreement), Customer will be billed for such usage and Customer will pay the additional fees in accordance with this Agreement; (iii) Fees are payable by wire transfer; and (iv) all transfers are subject to a processing fee up to 3%, subject to Applicable Law, unless the wire transfer is initiated by Joyride via ACH, in which case the processing fee will be waived. Further, unless otherwise set forth herein or in the applicable Order Form, all payments made to Joyride under an Order Form are non-refundable, unless provided for under hardware warranty or if Joyride discontinues services. Joyride may submit Customer contact information and information related to the timeliness of Customer’s payments to credit rating, credit reporting, or similar agencies. If Customer makes a payment without specifying to which invoice it applies, Joyride reserves the right to apply such payment to any outstanding Customer invoice(s).
4.2 Changes to the Fees. Joyride reserves the right to change the Fees and institute new charges upon providing not less than 30 days prior notice to Customer.
4.3 Invoicing. Joyride may prepare and send to Customer, at the then-current contact information on file with Joyride, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts within 30 calendar days of the invoice date.
4.4 Disputed Invoices or Charges. If Customer believes Joyride has charged or invoiced Customer incorrectly, Customer must contact Joyride no later than 30 days after having been charged by Joyride or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the parties will discuss the disputed amounts in good faith in order to resolve the dispute.
4.5 Late Payment. Customer may not withhold or setoff any amounts due under this Agreement. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid. Except for Fees subject to a reasonable and good faith dispute, if a payment of Fees is past due, Joyride may, without limiting any of its other rights or remedies at law or in equity, under this Agreement: (i) suspend Customer’s access to, use or delivery of the Joyride’s Products until all due and undisputed amounts are paid in full; or (ii) terminate the Agreement immediately on notice, without incurring any obligation or liability to Customer or any other person by reason of such suspension or termination.
4.6 Taxes. The Fees do not include applicable sales, use, gross receipts, value-added, QST, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including any applicable interest and penalties) payable in connection with the transactions contemplated by this Agreement, other than taxes based on the net income or profits of Joyride. Notwithstanding anything to the contrary in this Agreement, if any amounts (including any taxes) are required to be withheld by Customer from any amount otherwise payable by Customer to or for the benefit of Joyride under this Agreement, Customer will: (a) pay, or cause to be paid, to the relevant taxation authority the full amount of any withholding taxes in accordance with Applicable Law; and (b) furnish to Joyride as soon as practicable (and, in any event, within 30 days) with an official receipt (or a certified copy thereof) or such other documentation as is reasonably acceptable to Joyride evidencing payment of such withholdings to the relevant taxation authority. In the event Joyride directs Customer that it will collect and remit applicable taxes such taxes will be deducted from the Vehicle Usage Fees that Joyride remits to Customer in accordance with Section 4.9.
4.7 Suspension. Any suspension of the Joyride’s Products by Joyride pursuant to this Agreement will not excuse Customer from its obligation to make payments under this Agreement.
4.8 Payment Processor. Payment and collection of Fees may be enabled through and executed by a third-party payment processor. Transaction fees associated with the individual payment and collection of Fees or amounts under this Agreement are as outlined in the pricing plan provided to Customer. Customer may be required to agree to terms and conditions as required by such third-party payment processor from time to time. Prior to using Joyride’s Products and any components thereof, Customer must have all applicable such third-party payment processor’s terms and conditions in effect. By using Joyride’s Products or any component thereof, Customer acknowledges it must be in full compliance with the terms and conditions of such third-party payment processor and be in good standing with such third party payment processor.
4.9 Vehicle Usage Fees and Transaction Fees. If Customer charges for Vehicle access and use, the Joyride’s Products will be configured to charge End Customers a fee set by the Customer (“Vehicle Usage Fees”). Unless otherwise agreed to between Joyride and Reseller, Customer hereby grants Joyride exclusive rights to bill Vehicle Usage Fees to End Customers. Pursuant to the Terms of Use, Joyride or the Reseller (if applicable) will bill and collect the Vehicle Usage Fees from the End Customers using a third-party payment processor. Following the end of each calendar month or after each use of the EVCS by End Customers, as determined by Joyride in its sole discretion, Joyride will remit to Customer the Vehicle Usage Fees collected during that month less: (a) the transaction fees (the “Transaction Fees”); and (b) any applicable taxes on such Transaction Fees. If the Joyride Reseller Terms require that the Reseller collect Vehicle Usage Fees directly from End Customers, then Joyride will not be responsible for remitting any amounts to Customer. The remittance of any Vehicle Usage Fees collected directly by Reseller will be made pursuant to the Reseller Customer Agreement. Joyride will only be responsible to remit those Vehicle Usage Fees that Joyride has collected from End Customers. Joyride will not be responsible for and will have no liability for the payment of any fees to Customer for amounts that Joyride has not collected from End Customers. Customer must provide Joyride with bank account details for direct deposit or ACH payouts in order to receive monthly Vehicle Usage Fee payouts. If Customer has not provided banking information to Joyride, Joyride will accrue Vehicle Usage Fees owed. Accrued Vehicle Usage Fees will be paid out during the next regular monthly payout following the receipt of banking information by Joyride. Joyride will only accrue Vehicle Usage Fee balances for 12 months, after which Vehicle Usage Fees will be forfeited by Customer. If Customer is not up to date on payment for Joyride’s Products in accordance with Section 4.1, Joyride may retain Vehicle Usage Fees. Once Customer pays any outstanding balances owed, including applicable taxes and interest, Joyride will release Vehicle Usage Fee owed to Customer on the next regular monthly payout date. In the case of extended non-payment for Joyride’s Products, Joyride will only accrue Vehicle Usage Fee balances for 12 months, after which Vehicle Usage Fees will be forfeited by Customer.
4.10 Disputes for Vehicle Usage Fees. If Customer wishes to dispute the amount of Vehicle Usage Fees remitted to Customer, the Transaction Fees retained by Joyride, or any amounts payable by Customer, Customer must contact Joyride no later than 30 days following the end of the applicable calendar month in which the error or problem appeared, in order to receive an adjustment or credit. Such adjustment or credit will be determined by Joyride in its sole discretion. Inquiries should be directed to hi@joyride.city
5. Ownership; Reservation of Rights and License Grants
5.1 Subject to the rights granted in this Section 5, Customer retains all right, title and interest including Intellectual Property Rights in and to Customer Property. Customer grants to Joyride: (A) a nonexclusive, worldwide, royalty-free, irrevocable, transferable, sublicensable and fully paid-up right and license during the Term to use, access and collect Customer Property and where applicable End Customer Data to: (i) provide the Joyride’s Products; (ii) improve the Joyride’s Products and the other Joyride Property; (iii) produce or generate data, information or other materials that are not identifiable as to any individual or company and for clarity does not include any Personal Information (such data, information and materials, the “Aggregated Data”); and (iv) produce or generate Metadata and Service Usage Data. Joyride may use, process, store, disclose, transfer, transmit, copy, modify and display the Aggregated Data, Metadata and Service Usage Data for any purpose and without restriction or obligation to Customer of any kind. To clarify and for greater certainty, Aggregated Data, Metadata and Service Usage Data are not Customer Property and is not the Customer’s Confidential Information.
5.2 Joyride or its licensors retain all right, title and interest, including any Intellectual Property Rights in and to:
(i) Joyride’s Products;
(ii) Joyride Software Systems;
(iii) anything used, developed or delivered by or on behalf of Joyride under this Agreement including Service Usage Data, Revii App Data, Metadata and Aggregated Data;
(iv) all other Joyride’s Confidential Information, including any reports generated from the Joyride’s Products;
(v) Documentation; and
(vi) any Modifications to the foregoing (i) to (v),
(collectively “Joyride Property”). All rights not expressly granted by Joyride to Customer under this Agreement are hereby reserved.
5.3 To the extent that Customer or any Permitted User submits ideas, suggestions, documents, or proposals regarding the Services to Joyride (“Feedback”), Customer acknowledges and agrees that:
(i) the Feedback does not contain confidential or proprietary information and Joyride is not under any obligation of confidentiality with respect to the Feedback; and
(ii) Joyride will be entitled to use, commercialize or disclose (or to choose not to use, commercialize, or disclose) such Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to Customer for such use.
5.4 Subject to the terms and conditions of this Agreement, Joyride hereby grants to Customer a non-sublicensable (except for permitted use by Permitted Users), non-exclusive, non-transferable (except as permitted in Section 12(b)), limited and revocable license during the applicable subscription or license term for the Joyride Software, to use and access the Documentation and API (as applicable) solely for the purpose of use and receipt of the applicable Joyride’s Products.
5.5 As between Joyride and Customer, Customer owns or manages all Vehicles, any wiring and Equipment connected to or used in connection with such Vehicles.
6. Confidential Information
6.1 Definitions. For the purposes of this Agreement, a party or any of its Affiliates, customers, employees, licensors or suppliers receiving Confidential Information will be “Recipient”, the party disclosing such information will be “Discloser” and “Confidential Information” of Discloser means any and all information of Discloser or any of its Affiliates whether communicated orally, in writing or otherwise, and whether or not marked, designated, or otherwise identified as “confidential”. Where Joyride is the Discloser, Joyride’s Confidential Information includes any of its service providers, licensors or customers that has or will come into the possession or knowledge of Recipient in connection with or as a result of entering into this Agreement, including information concerning Joyride’s past, present or future customers, suppliers, technology or business, Joyride Property, and this Agreement (including all Order Forms and Quotes). Where Discloser is Customer, Customer’s Confidential Information includes Customer Property. Notwithstanding the foregoing, except with respect to Personal Information, Confidential Information does not include any information that: (a) is publicly available prior to it being obtained by or becoming known to Recipient, or that subsequently becomes publicly available through no breach of this Agreement by Recipient; (b) Recipient can demonstrate (through written records) was known to it prior to it being obtained by or becoming known to Recipient in connection with or as a result of entering into this Agreement; (c) becomes known to Recipient from a third party, where Recipient had no reason to believe that such third party had any obligation of confidence with respect to such information, but only until Recipient subsequently comes to have reason to believe that such information was subject to an obligation of confidence; or (d) Recipient can demonstrate (through written records) was developed independently by it or by individuals employed or engaged by Recipient who did not have any access to, or the benefit of, the Confidential Information of Discloser.
6.2 Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times following the Term it will:
(i) not disclose Confidential Information of Discloser to any person without the express written consent of Discloser, except to its own employees and Permitted Users (if Recipient is Customer), or its and its Affiliate’s employees, contractors, advisors, consultants, officers, directors, partners, shareholders, agents and their respective successors or permitted assigns (if Recipient is Joyride), or such other recipients as Discloser may approve in writing, that have a “need to know” for the purposes of receiving or providing the Services, who are informed of the confidential nature of the Confidential Information, who are directed to hold the Confidential Information in confidence and who agree in writing, or are otherwise legally bound, to comply with confidentiality obligations in respect of such Confidential Information that are no less stringent than the provisions of this Agreement;
(ii) not use Confidential Information of Discloser or permit it to be accessed or used for any purpose except to exercise its rights or perform its obligations under this Agreement;
(iii) not alter or remove from any Confidential Information of Discloser any proprietary legend; and
(iv) maintain the Confidential Information of Discloser in strict confidence, which will include taking measures to protect the confidentiality and security of such Confidential Information using a reasonable standard of care, and no less than the standard of care taken to protect its own Confidential Information of similar sensitivity
6.3 Exceptions to Confidentiality. Notwithstanding Section 6.2, Recipient may disclose Discloser’s Confidential Information:
(i) only if and to the extent legally compelled or required by a Governmental or Regulatory Authority, provided that Recipient must first: (A) provide Discloser with prompt prior written notice of such compelled disclosure (except where prohibited by Applicable Laws from doing so) to give Discloser the opportunity to oppose such disclosure; and (B) cooperate fully with Discloser in protecting against or limiting any such disclosure, including obtaining a protective order narrowing the scope of such disclosure and use of the Confidential Information. Thereafter, Recipient may disclose the Confidential Information of Discloser, but only to the extent required and subject to any protective order that applies to such disclosure;
(ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the party’s business; or
(iii) in the case of Joyride to: (x) potential assignees, acquirers or successors of Joyride if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Joyride and to Joyride’s subprocessors for its to provide the Joyride’s Products; (y) subcontractors and sub-processors for the purpose of providing the Joyride’s Products; and (z) as otherwise permitted by this Agreement (including the Data Processing Addendum).
6.4 Injunction and other equitable relief. Each of the parties acknowledge that disclosure of Discloser’s Confidential Information or any other breach of this Section 6 may cause serious and irreparable damage and harm to Discloser and that remedies at law may be inadequate to protect against breach of this Agreement, and each party agrees that Discloser may seek injunctive relief for any breach of the provisions of this Section 6 and to the specific enforcement of the terms of this Section 6, in addition to any other remedy to which Discloser would be entitled.
6.5 Return of Confidential Information. Upon written request by a Discloser or upon the termination or expiration of this Agreement, each party will promptly return to the other party or destroy all Confidential Information (excluding any Customer Data which is addressed at Section 11.5(vi)A) of the other party in its possession or control within a reasonable amount of time in accordance with Recipient’s data destruction practices. Notwithstanding the foregoing, Joyride may retain any electronically archived Customer’s Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Section 6. Upon written request of Discloser, Recipient will certify in writing that it has complied with this Section 6.
7. Privacy
7.1 Privacy.
(i) The parties will comply with their respective obligations in the Data Processing Addendum.
8. Warranty; Disclaimer
8.1 Customer Warranty. Customer represents, warrants, and covenants to Joyride that: (i) Customer has obtained and provided, and will continue to obtain and provide, all necessary consents, rights and notices, and otherwise has and will continue to have all necessary authority in and relating to Customer Data and End Customer Data for Joyride to perform its obligations and exercise its rights under this Agreement in compliance with Applicable Laws, and without infringing, misappropriating or otherwise violating any Intellectual Property Rights or other rights of any third party, and will inform Joyride immediately if any such consents, rights or authority are withdrawn or can no longer be relied upon;; (ii) Customer and its Permitted Users will comply with all Applicable Laws; (iii) Customer is not named on any Canadian, U.S., or other list of persons or entities prohibited from receiving Canadian or U.S. exports, or from transacting with any Canadian; or U.S. entity and it is not a national of, or a company registered in, any jurisdiction in which the provision of the provision of the other party’s goods or services is prohibited under Canadian, U.S., or other Applicable Laws; (iv) Customer will not permit any Permitted User or End Customers to access and use the SaaS Services or other Joyride Property from Russia, China, or any country: (A) subject to any embargo or sanction by the United States or Canada; or (B) on the U.S. Department of the Treasury’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, the U.S. Department of Commerce Denied Persons List or Entity List, Canada control lists or any other restricted party lists; and (v) Customer will comply with Sections 3.1 3.2, 3.3 3.4 and 7.
8.2 Hardware Warranty. Joyride provides a warranty for Hardware as set forth in the hardware warranty policy section of Joyride’s Hardware Warranty and RMA Policy.
8.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED UNDER THE LIMITED HARDWARE WARRANTY PROVIDED UNDER SECTION 8.2 (HARDWARE WARRANTY), JOYRIDE DOES NOT WARRANT THAT THE JOYRIDE’S PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE JOYRIDE’S PRODUCTS EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. THE JOYRIDE’S PRODUCTS (OR ANY PART OF THEM), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY JOYRIDE TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY NON-JOYRIDE PRODUCTS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY.
TO THE EXTENT PERMITTED BY APPLICABLE LAWS, JOYRIDE HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, JOYRIDE EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE JOYRIDE’S PRODUCTS (OR ANY PART OF THEM), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER. ACTIVE DRIVER AND PERSONNEL SUPERVISION IS REQUIRED EVEN WHEN THE JOYRIDE’S PRODUCTS ARE IN USE, AND THE JOYRIDE’S PRODUCTS ARE NOT A CRASH OR ACCIDENT AVOIDANCE OR PREVENTION SYSTEM. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY AND ALL SPEEDING, TOLLS, AND OTHER TRAFFIC OR LEGAL VIOLATIONS FOR ITS VEHICLES AND EQUIPMENT EVEN WHEN THE JOYRIDE’S PRODUCTS ARE IN USE. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE JOYRIDE’S PRODUCTS ARE NOT A SUBSTITUTE FOR SAFE AND LAWFUL DRIVING AND EQUIPMENT USE OR OTHER APPROPRIATE PERSONNEL OR WORKPLACE CONDUCT AS APPLICABLE AND THAT CUSTOMER SHALL NOT USE THE JOYRIDE’S PRODUCTS AS A CRASH OR ACCIDENT AVOIDANCE OR PREVENTION SYSTEM. JOYRIDE MAKES NO WARRANTY THAT THE JOYRIDE’S PRODUCTS WILL MEET CUSTOMER’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. JOYRIDE MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY ANALYTICS OR CUSTOMER PROPERTY. JOYRIDE, ITS AFFILIATES, ITS RESELLERS AND ITS LICENSORS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, SUCCESSORS AND ASSIGNS WILL HAVE NO LIABILITY WHATSOEVER FOR ANY CUSTOMER PROPERTY AND NON-JOYRIDE PRODUCTS, INCLUDING FOR ANY NON-JOYRIDE PRODUCTS USED FOR PROVIDING THE SUPPORT SERVICES, OR PAYMENT PROCESSING.
9. Indemnities
9.1 Joyride Indemnity.
(i)Joyride will indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents (each, a “Customer Indemnitee”) from and against any and all Losses incurred by a Customer Indemnitee arising out of or relating to any Claims by a third party (other than an Affiliate of a Customer Indemnitee) finally awarded by a court of competent jurisdiction or in settlement approved by Joyride, that arise from or relate to any allegation that the Joyride Software infringe any third-party Intellectual Property Right in Canada. The foregoing obligation does not apply to any Claims or Losses arising out of or relating to any: (A) incorporation of any Joyride’s Products into, or any combination, operation, or use of any Joyride’s Products with, any products or services not provided or authorized by Joyride; (B) modification of any Joyride’s Products other than by Joyride or with Joyride’s express written approval; (C) unauthorized use of the Joyride’s Products; or (D) Losses covered by the Customer’s indemnity obligations in Section 9.2. THIS SECTION 9.1 IS JOYRIDE’S SOLE AND EXCLUSIVE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
(ii) If the Joyride Software are, or in Joyride’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third party Intellectual Property Right, or if Customer’s use of any Joyride Software is enjoined or threatened to be enjoined, Joyride may, at its option and sole cost and expense:
A. obtain the right for Customer to continue to use the affected Joyride Software materially as contemplated by this Agreement;
B. modify or replace Joyride Software, in whole or in part, to seek to make the Joyride Software (as so modified or replaced) non-infringing, in which case such modifications or replacements will constitute Joyride Software under this Agreement; or
C. if Joyride determines that neither of the foregoing two options are reasonably available, then this Agreement may be terminated by Joyride and Joyride’s sole liability, in addition to the indemnification obligations herein, will be to Refund prepaid unused Fees attributable to any Joyride Software that were to be provided after the effective date of termination.
THE FOREGOING IS IN LIEU OF ANY REPRESENTATION, COVENANTS OR WARRANTIES OF NONINFRINGEMENT, WHICH ARE DISCLAIMED.
9.2 Customer Indemnity. Customer will defend, indemnify and hold harmless Joyride, its Affiliates, subsidiaries and each of their respective directors, officers, employees, subcontractors and other representatives (each, a “Joyride Indemnitee”) from and against any and all Losses incurred by a Joyride Indemnitee arising out of or relating to any Claim by a third party (other than an Affiliate of a Joyride Indemnitee) that arise from or relate to: (i) Customer Property and End Customer Data; (ii) Customer’s breach of Sections 3.1, 3.2, 3.3, 3.4, 7 and 8.1; (iii) Customer’s Gross Negligence or Wilful Misconduct or fraud; (iv) Customer’s business or any rental service that Customer or any Administrator User or Employee User provides to any End Customer, including any action or omission in the course of providing rental, lease or Vehicle services to any customer; (v) bodily injury, death of any person or damage to real or tangible personal property caused by the negligence or wilful misconduct of Customer or its personnel; (vi) failure of Customer to collect or remit taxes; (vii) Customer’s use of the Joyride’s Products contrary to the terms of this Agreement or contrary to Applicable Laws; or (viii) use of the Joyride’s Products (or any part of them) by Customer or any Permitted User in combination with any third party software, application or service.
9.3 Indemnification Procedure. Each party will promptly notify the other party in writing of any Claim for which such party believes it is entitled to be indemnified pursuant to this Section 9. The party seeking indemnification (the “Indemnitee”) will cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor will promptly take control of the defense and investigation of such Claim (although the Indemnitor will not settle any Claim without the Indemnitee’s prior written consent) and will employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 9.3 will not relieve the Indemnitor of its indemnity obligations under this Section 9 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.
10. Limitation of Liabilities
The parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
10.1 AMOUNT. SUBJECT TO SECTION 10.3, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED FEES PAID OR PAYABLE BY CUSTOMER FOR THE JOYRIDE SOFTWARE IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR IF CUSTOMER HAS NOT HAD ANY PAYMENT OBLIGATIONS TO JOYRIDE (FOR EXAMPLE THROUGH A FREE TRIAL), ONE HUNDRED CANADIAN DOLLARS (CAD$100). FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL JOYRIDE’S THIRD PARTY SUPPLIERS, LICENSORS OR RESELLERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
10.2 TYPE. SUBJECT TO SECTION 10.3, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, IN NO EVENT WILL JOYRIDE BE LIABLE TO CUSTOMER OR ANY PERMITTED USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
10.3 EXCEPTIONS. THE EXCLUSIONS AND LIMITATIONS SET OUT IN SECTIONS 10.1 AND 10.2 WILL NOT APPLY TO:
(I) CUSTOMER’S OBLIGATIONS AND LIABILITY UNDER SECTION 9.2 (CUSTOMER INDEMNITY) AND JOYRIDE’S LIABILITY AND OBLIGATIONS UNDER SECTION 9.1(i) (JOYRIDE INDEMNITY)
(II) CUSTOMER’S LIABILITY ARISING FROM CUSTOMER’S BREACH OF SECTIONS 3.1, 3.2, 3.3, 3.4, 7 and 8.1;
(III) CUSTOMER’S PAYMENT OBLIGATIONS;
(IV) EITHER PARTY’S LIABILITY FOR A BREACH OF SECTION 6 (CONFIDENTIAL INFORMATION) (PROVIDED THAT JOYRIDE’S TOTAL AGGREGATE LIABILITY FOR A BREACH OF SECTION 6 RESULTING IN A PRIVACY BREACH WILL BE LIMITED TO THE LIABILITY CAP IN SECTION 10.1 ABOVE); AND
(V) EITHER PARTY’S LIABILITY ARISING FROM ITS GROSS NEGLIGENCE OR WILFUL MISCONDUCT OR FRAUD.
Customer will have no right to bring any Claims under these Terms and Conditions against any Joyride’s Affiliate, employee, director, officer, or shareholder.
11. Term and Termination
11.1 Term. The term of these Terms and Conditions begins upon the Effective Date and shall continue until the earliest of: (i) the Subscription Expiration Date for the last active Order Form or other contract you entered into for the purchase of Joyride’s Products or under which Joyride’s Products are made available to you; (ii) when you are no longer authorized to access and/or use the Joyride’s Products; or (iii) when these Terms and Conditions are otherwise terminated earlier as provided hereunder (“Term”).
11.2 Renewal. Unless you notify Joyride in writing of your intent to cancel auto-renewal of the applicable Order Form or other contract you entered into for the purchase of Joyride’s Products or under which Joyride’s Products are made available to you at least thirty (30) days prior to the Subscription Expiration Date, at any time up to ninety (90) days after the Subscription Expiration Date, Joyride may in its discretion renew your subscription and/or license (as applicable) term for the applicable or substantially equivalent Joyride’s Products, effective on the Subscription Expiration Date, for a period of up to the greatest of the following: (i) one year, (ii) the same period as the immediately preceding subscription and/or license (as applicable) term, or (iii) a period to align subscription and/or license (as applicable) expiration dates with another of your active orders) (each such period, or any renewal subscription and/or license (as applicable) term of the applicable Products after the Initial Term, a “Renewal Term”). Subject to Joyride’s renewal rights set forth in the foregoing sentence, you and Joyride may mutually agree to enter into a new Order Form to renew your subscription and/or license (as applicable) term upon the Subscription Expiration Date, which new Order Form may include additional or different Joyride’s Products subscriptions or license terms to the extent mutually agreed. If Joyride auto-renews your subscription and/or license (as applicable) term without Customer’s execution of a new Order Form as described in the first sentence of this paragraph, your payment method will remain the same as indicated on the applicable original Order Form (e.g., monthly if you were allowed monthly payments, or yearly if you were allowed annual payments or upfront payment). If your subscription and/or license (as applicable) term is renewed after termination of the immediately preceding subscription and/or license (as applicable) term and Joyride in its sole discretion allows you to continue using the applicable Joyride’s Products during such interim period, these Terms and Conditions shall apply to such use, and Joyride reserves the right (i) to charge you for such use at the renewal subscription and/or license (as applicable) pricing (and Customer agrees to immediately pay such amounts) and (ii) to have the Subscription Start Date for the renewal subscription and/or license (as applicable) start the day after expiration of the immediately preceding subscription and/or license (as applicable) term. Please email billing@joyride.city for any questions regarding automatic renewal.
11.3 Termination for Cause.
(i) Either party may terminate this Agreement, by giving to the other party written notice of termination upon the occurrence of any of the following events: (A) the other party breaches or defaults on any of the material terms or conditions of this Agreement and fails to cure such breach or default within 30 days of receipt of written notice thereof; except that, in the event of any breach that is incapable of being cured, such termination will be effective immediately; (B) the other party makes any assignment for the benefit of creditors or is unable to pay its debts as they mature in the ordinary course of business; or (C) any proceedings are instituted by or against the other party under any insolvency laws or for reorganization, receivership or dissolution.
(ii) Notwithstanding the foregoing, Joyride may terminate this Agreement immediately upon notice to Customer: (A) if Customer breaches Section 3 (Restrictions on Use and Customer Responsibilities), Section 4 (Fees and Payment), Section 7 (Privacy and CASL), or Section 8.1 (Customer Warranty); (B) as otherwise permitted in this Agreement; (C) if Joyride’s relationship with a third-party service provider that provides servers, software or other technology that it uses to provide the Joyride’s Products, terminates or requires Joyride to change the way it provides the Joyride’s Products; (D) to the extent applicable, if our Joyride Reseller Terms expire or terminate, then pursuant to our Joyride Reseller Terms, we may terminate this Agreement immediately upon notice to you or continue providing the Joyride’s Products to you (including with our own branding, if applicable); or (E) in order to comply with Applicable Law or requests from Governmental or Regulatory Authority.
(iii) If this Agreement is terminated by Customer due to Joyride’s s material breach pursuant to Section 11.3(i)(A), Joyride will provide Customer with a pro rata Refund of any unused Fees for the Joyride Software prepaid by Customer applicable to the period following the effective date of termination of the Agreement or Order Form. If this Agreement is terminated by Joyride pursuant to Section 11.3, Customer will remain liable to pay the full Fees outstanding on the effective date of termination of the Agreement and Customer will pay all remaining Fees for the rest of the then-current subscription term, license term and Term as applicable. Joyride will invoice, and Customer will pay, any accrued but unbilled Fees and any unpaid Fees covering the remainder of the subscription term, license term and Term as applicable, had it not been terminated.
11.4 Joyride Termination For Convenience. Joyride may terminate these Terms and Conditions, any Order Form, and your access to and use of the Joyride Software at its sole discretion, with 30 days’ notice to you. However, if Joyride terminates for its convenience and not as otherwise set forth in these Terms and Conditions or the applicable Order Form or due to your breach thereof, then Joyride will provide you with a Refund. Unless otherwise set forth herein or in the applicable Order Form, an Order Form, including any renewal Order Forms, cannot be terminated prior to the applicable Subscription Expiration Date.
11.5 Effect of Termination. Upon the effective date of the expiration or termination of this Agreement, including any Order Form for Transition Services (the “Termination Effective Date”):
(i) all subscriptions and licenses (as applicable) to the Joyride’s Products will terminate and no new subscriptions or licenses may be entered into upon the termination of this Agreement, unless agreed to by Joyride in writing;
(ii) Customer will immediately cease (and ensure that all Permitted Users immediately cease) accessing or using Joyride’s Products (except for purchased Hardware in Customer’s possession as at the Termination Effective Date);
(iii) Customer will return any Joyride Property in its possession and certify in writing to Joyride that the Joyride Property has been returned;
(iv) no new Order Forms may be agreed to or entered into by the parties and all Order Forms will terminate;
(v) all Fees due and payable and any amounts due to Joyride are immediately due and are to be immediately paid by Customer to Joyride. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund; and
(iv) if Customer requests in writing at least 30 days prior to the Termination Effective Date and provided that Customer has paid all Fees due and payable as at the Termination Effective Date:
A. Joyride will make all Customer Data available to Customer for electronic retrieval for a period of 30 days. Following such 30-day period Joyride will delete or otherwise render inaccessible any Customer Data that remains in the hardware or systems used by Joyride to provide the SaaS Services. Notwithstanding anything to the contrary in this Agreement, Joyride may retain Customer Data to the extent and so long as required by Applicable Laws and Joyride may retain Customer Data in its backups, archives and disaster recovery systems until such Customer Data is deleted in the ordinary course, provided that all such Customer Data will remain subject to all confidentiality requirements of this Agreement; and
B. Joyride will perform additional transition services (“Transition Services”), provided that such Transition Services are mutually agreed upon in a statement of work attached to an Order Form that is executed by the parties.
11.6 Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Restrictions on Use and Customer Responsibilities), Section 5 (Ownership; Reservation of Rights; and License Grants), Section 4 (Fees and Payment), Section 6 (Confidential Information), Section 7 (Privacy; CASL), Section 8 (Warranty; Disclaimer), Section 9 (Indemnities), Section 10 (Limitation of Liabilities), Section 12 (General Provisions), Section 11.5 (Effect of Termination) and this Section 11.6 (Survival).
12. General Provisions
(a) Notices. Notices sent to either party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the party to whom a notice is being given. Notices must be sent: (i) if to Joyride, to the following address:
Address:
Joyride Technologies Inc.
325 Front St W, Toronto, Ontario, Canada M5Y 2V1
Attention: Chief Operating Officer
Email: hi@joyride.city
and (ii) if to Customer, to the current postal or email address that Joyride has on file with respect to Customer. Joyride may change its contact information by posting the new contact information on the website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with Joyride current at all times during the Term.
(b) Assignment. Customer will not assign or transfer this Agreement, or transfer or subcontract any of its rights or delegate any of its obligations under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Joyride. Any purported assignment or delegation by Customer to any third party in violation of this Section will be null and void. Joyride may assign any of its rights, or delegate any of its obligations, under this Agreement to any third party without the consent of Customer. This Agreement enures to the benefit of and is binding upon the parties and their respective successors and permitted assigns.
(c) Governing Law and Attornment. This Agreement and any Claim related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflicts of law principles. The parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. Notwithstanding the foregoing: (i) Joyride may seek remedies to collect unpaid Fees from Customer; and (ii) either party may seek remedies with respect to a violation of its Intellectual Property Rights or breach by the other party of Section 5 (Confidential Information), in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
(d) Construction. Except as otherwise provided in this Agreement, the parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of a party in this Agreement, mean the right of such party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other party. The language used in this Agreement is the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.
(e) Force Majeure Event. Neither party will be liable for delays caused by any event or circumstances beyond that party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, slowdowns, walkouts or other labour problems (other than those involving that party’s employees), Internet service failures or delays, cyberattacks, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party software or websites or changes in law preventing or limiting the provision of the Services (“Force Majeure Event”). This Section does not apply to any of Customer’s obligations under Section 3 (Restrictions on Use and Customer Responsibilities), Section 4 (Fees and Payment), Section 6 (Confidential Information), Section 7 (Privacy; CASL), Section 8.1 (Customer Warranty), and Section 9 (Indemnities). In the event of any failure or delay caused by a Force Majeure Event, the affected party will give prompt written notice to the other party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
(f) Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
(g) Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
(h) Further Assurances. Each party will, from time to time, execute and deliver all such further documents and instruments and do all acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
(i) Entire Agreement. This Agreement (including Supplemental Terms and Conditions (if any) and Order Forms), constitutes the entire agreement between the parties and set out all the covenants, promises, warranties, representations, conditions, and agreements between the parties in connection with the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the parties, whether written or oral. For clarity, (a) any terms and conditions appearing on a Purchase Order or similar document issued by Customer (or Reseller as applicable), or in Customer’s (or Reseller’s as applicable) procurement, invoicing, or vendor onboarding portal: (a) do not apply to the Joyride’s Products; (b) do not override or form a part of this Agreement (including Supplemental Terms and Conditions (if any) and Order Forms); and (c) are void.; and (b) any of Customer’s click-through, hyperlinked, or similar boilerplate or standard terms and conditions, including those associated with Customer payment portals or onboarding of Joyride as a Customer vendor, are void and have no effect, notwithstanding anything to the contrary in such terms and conditions.
(j) AMENDMENTS. WE MAY MODIFY THIS AGREEMENT (INCLUDING POLICIES AND ANY SUPPLEMENTAL TERMS AND CONDITIONS) AT ANY TIME BY POSTING A REVISED VERSION ON THE WEBSITE, JOYRIDE SOFTWARE, DASHBOARD OR BY OTHERWISE NOTIFYING YOU IN ACCORDANCE WITH THIS SECTION. THE MODIFIED TERMS WILL BECOME EFFECTIVE UPON POSTING OR, WE MAY NOTIFY YOU VIA EMAIL OF MATERIAL CHANGES AND IF WE NOTIFY YOU BY EMAIL, WILL BECOME EFFECTIVE AS OF THE DATE AS STATED IN THE EMAIL MESSAGE. BY CONTINUING TO USE THE JOYRIDE’S PRODUCTS AFTER THE EFFECTIVE DATE OF ANY MODIFICATIONS TO THIS AGREEMENT, YOU AGREE TO BE BOUND BY THE MODIFIED TERMS. IT IS YOUR RESPONSIBILITY TO CHECK THE DASHBOARD AND OUR WEBSITE REGULARLY FOR MODIFICATIONS TO THIS AGREEMENT. WE LAST MODIFIED THIS AGREEMENT ON THE DATE LISTED AT THE BEGINNING OF THIS AGREEMENT.
(k) Customer Lists. Joyride may identify Customer by name and logo as a Joyride customer on Joyride’ website and on other promotional materials. Any goodwill arising from the use of Customer’s name and logo will inure to the benefit of Customer.
(l) Order of Precedence. (A) To the extent of a conflict between these Terms and Conditions and any Order Forms:
(i) in respect of Section 3 (Restrictions on Use and Customer Responsibilities), Section 4 (Fees and Payment), Section 5 (Ownership; Reservation of Rights; and License Grants), Section 6 (Confidential Information), Section 8 (Warranty; Disclaimer), Section 9 (Indemnities), Section 10 (Limitation of Liabilities), Section 12 (General Provisions), Section 11.5 (Effect of Termination), Section 11.6 (Survival), and this Section 12(l) these Terms and Conditions will prevail; and
(ii) for all other Sections, unless the Order Form expressly states that it modifies or varies this Terms and Conditions, these Terms and Conditions will prevail.
(B) To the extent of a conflict between any Supplemental Terms and Conditions and these Terms and Conditions, these Terms and Conditions will prevail.
(C) To the extent applicable: (a) if a purchase or procurement under a Purchase Order is also documented by a Quote, notwithstanding anything to the contrary in these Terms and Conditions or the applicable Purchase Order, (i) to the extent there is a conflict between such Purchase Order and such Quote, the terms of the Quote shall prevail, and no additional terms included in such Purchase Order that are not included in such Quote shall apply; and (ii) Customer shall ensure such Purchase Order references, and reflects identical terms and conditions to, such Quote; and (b) for Purchase Orders issued by a Joyride’s Reseller where the applicable purchase or procurement of Products is not also documented by a Quote, notwithstanding anything to the contrary in these Terms and Conditions, the Joyride Reseller Terms between such Reseller and Joyride or the applicable Purchase Order, to the extent there is a conflict between such Purchase Order and such Joyride Reseller Terms, the terms of the Joyride Reseller Terms shall prevail, and no additional terms included in such Purchase Order that are not included in such Joyride Reseller Terms shall apply.
(m) English Language. The parties confirm that the essential stipulations of this Agreement reflect the mutual agreement of the parties further to negotiation, and were not imposed by either party, even when drawn up by one of the parties. The parties further confirm that it is the express wish of all parties that this Agreement, all documents related to this Agreement and all communications between the parties in the context of the performance of this Agreement be in English only. Les parties confirment que les stipulations essentielles de la présente entente reflètent le résultat de discussions libres de gré à gré et n’ont pas été imposées par l’une ou l’autre des parties, même lorsque rédigées par l’une des parties. Les parties confirment également que c’est la volonté expresse des parties que la présente entente, tout document s’y rattachant et toute communication entre les parties dans le cadre de l’exécution de cette entente soient uniquement en anglais.
(n) Independent Contractors. Customer acknowledges that Joyride gives no person any authority to agree to terms or conditions on its behalf through such a mechanism, and that anybody who purports to do so or to have such authority is acting without authority, even if the person takes the action that Customer specifies as acceptance of such terms, such as clicking to accept something. The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by the Agreement.
(o) No Third Party Beneficiaries. Except for Joyride’s licensors, third parties that have licensed software or other intellectual property to Joyride that is included as part of the Joyride’s Products, Indemnitees and as otherwise provided in this Agreement, no person or entity will be a third party beneficiary of this Agreement or have any right or cause of action hereunder.
(p) Contact Information. If you have any questions about these Terms and Conditions or the Products, please contact Joyride at hi@joyride.city.
Exhibit A
Apple App Store and Google Play Additional License Terms
If Customer accesses or uses the SaaS Services through the application Joyride or its Affiliates made available for download from the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) application store (the “Joyride App for iOS”) the following terms and conditions apply to Customer in addition to all the other terms and conditions of this Agreement in respect of Customer’s access to or use of the SaaS Services through the Joyride App for iOS:
2. Access Through Joyride App for Android
If Customer is accessing or using the SaaS Services through the application Joyride or its Affiliates made available for download from the ‘Google Play’ application store made available by Google Inc. (Google Inc. together with all of its affiliates, “Google”, such application the “Joyride App for Android”) the following terms and conditions apply to Customer in addition to all the other terms and conditions of this Agreement in respect of Customer’s access to or use of the SaaS Services through the Joyride App for Android:
