Yazz Terms of Service

Last Updated Date: June 5, 2020

Yazz, Inc. (“Yazz,” “we,” “us” or “our”) provides and makes available its marketing tools, including its payment processing capabilities, scheduling tools, website located at www.yazzapp.com  (the “Site”) and its Yazz mobile application (the “App”) (collectively, the “Services” or “Yazz Platform”). All uses of the Services are subject to the terms and conditions in this Terms of Service (this “TOS”). Please read this TOS carefully. By accessing, browsing or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you do not accept this TOS’s terms and conditions, you may not access, browse or use the Services.

AS FURTHER DESCRIBED BELOW, THIS TOS REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

YOU FURTHER UNDERSTAND THAT DRIVERS ARE INDEPENDENT CONTRACTORS OF USERS AND NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, INDEPENDENT CONTRACTORS OF YAZZ. YAZZ DOES NOT PERFORM TASKS AND DOES NOT EMPLOY DRIVERS TO PERFORM TASKS.  THE YAZZ PLATFORM ONLY ENABLES CONNECTIONS BETWEEN USERS AND DRIVERS. YAZZ IS NOT RESPONSIBLE FOR THE PERFORMANCE OR COMMUNICATIONS OF USERS AND DRIVERS, NOR DOES IT HAVE CONTROL OVER THE QUALITY, TIMING, LEGALITY, FAIURE TO PROVIDE, OR ANY OTHER ASPECT WHATSOEVER OF TASKS, DRIVERS, USERS, NOR THE INTEGRITY, RESPONSIBILITY, COMPETENCE, QUALIFICATIONS, OR ANY OF THE ACTIONS OR OMISSIONS WHATSOEVER OF ANY USERS AND DRIVERS.

  1. Changes to this TOS. We reserve the right, in our sole discretion, to change these Terms of Service at any time, and will publish a revised version of these Terms of Service on the Services with the new “Last Updated” date as indicated at the top of these Terms of Service.  Continued access to and use of the Services following any such change means you accept and will abide by the changes. In the event of a material change that may directly affect your account, we will notify you such as by posting a pop-up message in the Services, or updating the “Last Updated” date above. Notwithstanding the preceding sentences of this Section, no revisions to this TOS will apply to any dispute between you and Yazz that arose prior to the effective date of such revision.

 

  1. Privacy Policy. Your access to and use of the Services is subject to Yazz’s Privacy Policy located at www.yazzapp.com/privacy-policy (“Privacy Policy”), which is incorporated herein by reference.

 

  1. Driver Agreement. If you are a Driver, your access and us of the Services is subject to Yazz’s Driver Agreement located at www.yazzapp.com/driver-agreement (“Driver Agreement”), which is incorporated herein by reference.

 

  1. Eligibility. You may use the Services only if you can (a) form a binding contract with Yazz, and only in compliance with these TOS and all applicable local, state, and federal laws, rules and regulations. Individuals under the age of 18, or applicable age of majority, may utilize the Services only with the involvement of a parent or legal guardian, under such person’s account and otherwise subject to these Terms of Service.  Any use of the Services by anyone under 13 is strictly prohibited and in violation of these TOS.

  1.  The Services.

a.           Description. The Services include a technology platform that provides a means to enable persons who have a need for moving items, not persons, from destination to destination (each such need is a “Task”) to connect with independent drivers (“Drivers”) who can assist with the transporting aspect. The Services rendered by Yazz is solely to match Driver’ and User’s desire to move items.  It is up to the Driver to decide whether or not to offer to transport User’s item(s) as requested through the Services, and it is up to User to decide whether or not to accept the Services from any Driver contacted through Yazz’s Services. Any person who accesses and/or uses the Services (who can be a Driver) is a “User.”

b.           Limitations. Yazz does not provide professional services. Yazz is not an owner or operator of vehicles or the associated properties, nor does Yazz set Driver hours or provide vehicles, fuel, mobile phones, computers, cell phone service, insurance, workers compensation, food, or accommodation to Drivers.

YAZZ DOES NOT PROVIDE TRANSPORTATION SERVICES. WE ARE NOT A TRANSPORTATION CARRIER, A SERVICE BROKER, AGENT OR INSURER.  IT IS UP TO USERS AND DRIVERS TO OFFER AND PROVIDE THE MOVING OR RELOCATING SERVICES THAT MAY BE SCHEDULED THROUGH USE OF THE YAZZ PLATFORM. YAZZ OFFERS AND A PLATFORM TO FACILITATE ARRANGEMENT OF MOVING OR RELOCATING SERVICES  FOR ITEMS, BUT DOES NOT, AND DOES NOT INTEND TO, PROVIDE TRANSPORTATION SERVICES, OR ACT IN ANY WAY AS A TRANSPORTATION CARRIER, SERVICE BROKER, AGENT OR INSURER. WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY PICK-UP, CARRY, OR DELIVERY SERVICES PROVIDED BY THE DRIVERS.

UNLESS EXPLICITLY SPECIFIED OTHERWISE IN THE YAZZ SERVICES, YAZZ’S RESPONSIBILITIES ARE LIMITED TO: (1) FACILITATING THE AVAILABILITY OF THE YAZZ PLATFORM AND (2) SERVING AS THE LIMITED PAYMENT COLLECTION AGENT OF EACH DRIVER FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM USER ON BEHALF OF THE DRIVER.

c.           Permits & Licenses.  Certain types of Tasks and services may be prohibited altogether, and it is the responsibility of you and the Drivers to avoid such prohibited Tasks. Penalties may include fines or other enforcement. Because Yazz does not oversee, monitor or supervise the posting, scoping or performance of Tasks, you must determine for yourselves whether a Driver is qualified to perform the specific Task at hand. You may wish to consult your state/provincial/territorial or local requirements to determine whether certain Tasks are required to be performed by a licensed professional.

d.           Network Access & Device. You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and the App and any updates thereto. Yazz does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

6.        Registration.

a.           Accounts. To use the Services, you must create an account (an “Account”). The information required to create an Account may vary depending on if you create an Account as a Driver or a User. If you create an Account as a Driver, you will also be required to agree to the Agreement for Drivers to engage Yazz for its Services and other terms that will be made available to you during the Account creation process. You are solely responsible for maintaining the confidentiality and security of your username and password, and you will remain responsible for all use of your username and password, and all activity emanating from your Account, whether or not you authorized the activity. If you use the Services on behalf of a company, entity, or organization (each an “Organization”), then you represent and warrant that you: (i) are an authorized representative of that Organization with the authority to bind such entity to the TOS and (ii) agree to be bound by the TOS on behalf of such Organization.

b.           Theft of Credentials. If your username or password is lost or stolen, or if you believe that unauthorized third parties have accessed your Account, then notify Yazz immediately customerservice@yazzapp.com and change your password at the earliest opportunity. Yazz will not be liable for any loss or damage arising from unauthorized use of your credentials prior to you notifying Yazz of the unauthorized use or loss of your credentials.

  1. Rules for Users. The terms in this Section 7 apply to Users and not to Drivers.

a. Requesting Tasks. In order to request a Task, you will have to specify certain information about the Task, which may include: the pick-up point, the destination, the items you are requesting to be lifted or moved (“Items”), photos of those Items, contact information and the date and time of pick-up. Using the address you provide, Yazz will use commercially reasonable efforts to connect you with a Driver to perform the Task for you and will provide them applicable details regarding the Task. If no Driver are available, Yazz will notify you that there are no Drivers available to perform the Task, at which point we will have no further obligation to attempt to connect you to a Delivery Professional for the applicable Task.

b.           Prohibited Items. YOU MAY NOT, UNDER ANY CIRCUMSTANCES, HAVE ANY OF THE FOLLOWING TRANSPORTED: accounts, bills, debts, evidence of debt, letters of credit, passports, documents, railroad or other tickets, notes, money, securities, currency, bullion, precious stones, jewelry and/or other similar valuable articles, paintings, statuary and other works of art, manuscripts, mechanical drawings, live animals, tobacco, cigars, cigarettes, non-ferrous metal in scrap and/or ingot form, or furs and skins.

A  DRIVER HAS THE RIGHT TO OPEN AND INSPECT ANY BOX AND MAY REFUSE TO PERFORM THE TASK FOR ANY TASK TO OR FROM ANY LOCATION, OR TO INTERCEPT, HOLD, OR RETURN ANY ITEMS, WHEN, AMONG OTHER REASONS, THE  DRIVER, IN HIS OR HER SOLE REASONABLE DISCRETION, DETERMINES THAT IT IS UNSAFE OR ECONOMICALLY OR OPERATIONALLY IMPRACTICABLE TO PERFORM THE TASK, OR THAT THE SERVICES ARE BEING USED IN VIOLATION OF FEDERAL, STATE, OR LOCAL LAW, OR FOR FRAUDULENT PURPOSES. THE SERVICES ARE NOT INTENDED TO BE USED FOR THE DELIVERY OF ANY PROHIBITED GOODS AND YAZZ WILL COOPERATE FULLY WITH ANY LAW ENFORCEMENT INVESTIGATION REGARDING ANY PROHIBITED GOODS DELIVERED THROUGH USE OF THE SERVICES.

8.        Fees and Cancellation.

 

1.        Base Fees.  The base fee for each Task will be displayed to you on the Services, and include expenses that may be incurred by in the normal course of completing your Task, which may include, without limitation, any tolls, state and local fees, and applicable taxes (collectively, “Base Fees”). The Task will begin when Drivers begins loading item and the Task will end once Driver has safely unloaded all items and confirmed the Base Fee is collected through the functionality provided via the Services. Yazz is not responsible for any actions performed by Driver that occur after the Task is complete.

Yazz may from time to time provide certain Users with promotional offers and discounts that may result in different Base Fees for the same or similar Tasks, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of Yazz Services or the Base Fees applied to you.

2.        Cancellation. You may cancel any Task at no charge if no Driver has accepted your Task. If a Driver accepts your Task, you may still cancel the Task within the period specified in our App, provided that the Driver has not arrived before you cancel, at no additional charge. If a Driver has accepted your Task and has arrived before you cancel, your credit card will be charged cancellation fees in the amount as set forth in the App.

3.        Non-refundable. ALL BASE FEES AND CANCELLATION FEES ARE NON-REFUNDABLE.

9.        Credit Card Authorization.  Upon addition of a new payment method or each Task request, Yazz may seek authorization of your selected payment method to verify the payment method, ensure the Basic Fees will be covered, and protect against unauthorized behavior. The authorization is not a charge, however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft of non-sufficient funds charges by the bank issuing your debit or prepaid card. We cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank.

 

10.         Payment. Base Fees are due immediately following the applicable Driver’s confirmation of completion of your Task. You may have the option of paying an additional gratuity (a “Tip”) to the Driver. Upon Driver’s completion of a Task, Yazz wil facilitate payment of the applicable Base Fee and Tip (if any) on behalf of the Driver, as such Driver’s limited payment collection agent, using the preferred payment method designated in your Account and will send you a receipt by email if such feature is available.

11.         Payment Processor

a.           Users make their contracts directly with other Users, not with Yazz. Fees (including Base Fees and any applicable Tips) for using the Services will be processed via Yazz’s third party payment processor. Our payment processor may require you to read and agree to its standard terms and conditions.

b.           Yazz reserves the right, in its sole discretion (but not the obligation), to (i) place on hold any payment, or (ii) refund, provide credits or arrange for our payment processor to do so. Users are liable for any taxes  required to be paid on their use of the Services or on any related payment received (other than taxes on Yazz’s income).

c.           Yazz will authorize and place a hold on User’s credit card at the time the request is received by Yazz. The authorized amount will be for a minimum of $100.00 or the higher end of the estimated delivery cost if the estimate is greater than $100.00.

12. Promotional Codes.  Yazz may, in Yazz's sole discretion, create promotional codes that may be redeemed for Account credit or other features or benefits related to a Driver’s services, subject to terms that Yazz establish on a per promotional code basis ("Promo Codes"). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public, unless expressly permitted by Yazz; (iii) may be disabled by Yazz at any time for any reason without liability to Yazz; (iv) may only be used pursuant to the specific terms that Yazz establish for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Yazz reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Yazz determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.

13. Text Communications.  By becoming a User, you specifically agree to accept and consent to receiving text messages initiated from us or through us, which include, without limitation, text messages informing you about the Task or potential Tasks.   Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. If you change your mobile phone service provider, the notification service may be deactivated for your phone number and you may need to re-enroll in the notification service. Yazz reserves the right to cancel the notification service at any time. If you do not wish to receive any of our text messages, please do not use the Services.

14. Intellectual Property Rights

1.        License. The Services are licensed, not sold, to you for use only under the terms of this TOS. Yazz reserves all rights not expressly granted to you. Subject to your complete and ongoing compliance with this TOS, Yazz hereby grants you a personal, limited, revocable, non-transferable license to access and use the Services.

2.        Content. Except for User Content (as defined below), the content made available on or through the Services, including without limitation, any text, audio, graphics, photos, software, and interactive features, are protected by copyright or other intellectual property rights and owned by Yazz or Yazz’s third party licensors (the “Yazz Content”). You may not copy, reproduce, upload, republish, transmit, post or distribute any materials from the Services in any way without prior express written permission of the copyright owner of such material or as otherwise specified in this TOS or permitted by the Services’ functionalities. You may not modify or use any materials obtained from or available through the Services unless you have obtained the applicable copyright owner’s prior express written authorization. Yazz solely owns all design rights, databases and compilation and other intellectual property rights in and to the Services, in each case whether registered or unregistered, and related goodwill.

3.        Marks. The Yazz trademarks, service marks, and logos (the “Yazz Trademarks”) used and displayed on the Services are Yazz’s registered and unregistered trademarks or service marks. Other product and service names located on the Services may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, with the Yazz Trademarks, the “Trademarks”). Nothing on the Services or in this TOS should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademarks displayed on this Services without Yazz’s prior express written consent for each individual use. You may not use the Trademarks to disparage Yazz or the applicable third-party, Yazz’s or a third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any Services without Yazz’s prior express written consent. All goodwill generated from the use of any Yazz Trademark will inure solely to Yazz’s benefit.

4.        Restrictions. You may not sell, transfer, assign, license, sublicense, or modify the Yazz Content or Platform, and you may not reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Yazz Content in any way for any public purpose. The use or posting of any of the Yazz Content on any other website or in a networked computer environment for any purpose is expressly prohibited. In addition, you also may not attempt to derive the source code of, modify, or create derivative works of the Yazz Platform, any updates, or any part thereof (except as and only to the extent any of the foregoing restrictions are prohibited by applicable law). If you violate any part of this TOS, then your right to access and/or use the Yazz Content and Services will automatically terminate and you must immediately destroy any copies you have made of the Yazz.

15. Social Networking Account Login

1.         As part of the functionality of the Services,  you may be able to login through online accounts you may have with third party service providers (each such account, a “Third Party Account”) by either: (i) providing your Third Party Account login information through the Services; or (ii) allowing Yazz to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account.

2.        You represent that You are entitled to disclose Your Third Party Account login information to Yazz and/or grant Yazz access to Your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by You of any of the terms and conditions that govern Your use of the applicable Third Party Account and without obligating Yazz to pay any fees or making Yazz subject to any usage limitations imposed by such third party service providers. By granting Yazz access to any Third Party Accounts, You understand that (i) Yazz may access, make available and store (if applicable) any content that You have provided to and stored in Your Third Party Account (the “SNS Content”) so that it is available on and through the Yazz Services via Your account and (ii) Yazz may submit and receive additional information to Your Third Party Account as indicated herein.

Unless otherwise specified in this Agreement, all SNS Content, if any, shall be considered to be your Content for purposes of this Agreement. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that You post to Your Third Party Accounts may be available on and through the Yazz Services. Please note that if a Third Party Account or associated service becomes unavailable or the Yazz Services’ access to such Third Party Account is terminated by the third party service provider, then SNS Content may no longer be available on and through the Yazz Services. Please note that your relationship with the third party service providers associated with your third party accounts is governed solely by your agreement(s) with such third party service providers. Yazz makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Yazz is not responsible for any SNS Content.

16. User Content.

1.        User Content.  Yazz may, in Yazz's sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Yazz through the Services (“Post”) textual, audio, and/or visual content and information, including photos of your items to be moved, commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions ("User Content"). Any User Content provided by you remains your property. However, by providing User Content to Yazz, you grant Yazz a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Yazz's business and on third- party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

2.        Screening User Content. Yazz offers Users the ability to submit User Content to the Services. Yazz does not pre-screen any User Content, but reserves the right to refuse or delete any User Content in its sole discretion. In addition, Yazz has the right, but not the obligation, in its sole discretion to refuse or delete any User Content that it reasonably considers to violate this TOS or be otherwise illegal or inappropriate. Yazz does not guarantee the accuracy, integrity or quality of any User Content, and under no circumstances will Yazz be liable in any way for any User Content, including liability for any errors or omissions in any User Content or for any loss or damage of any kind incurred as a result of the use of any User Content uploaded, posted, emailed or otherwise transmitted via the Services.

3.        Intellectual Property Rights. YOU RETAIN OWNERSHIP OF ANY RIGHTS YOU MAY HAVE IN YOUR USER CONTENT AND SUBMITTING YOUR USER CONTENT TO THE SERVICES DOES NOT TRANSFER OWNERSHIP OF YOUR RIGHTS.

4.        You Must Have Rights to the Content You Post. You must not Post any User Content to the Services if you are not fully authorized to grant rights in all of the elements of the User Content you intend to Post to the Services. You represent and warrant that: (i) you own the User Content Posted by you on or through the Services or otherwise have the right to grant the license set forth in this TOS; (ii) the Posting and use of your User Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other third party’s rights; (iii) the Posting of your User Content will not require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; (iv) your User Content is not defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Yazz in its sole discretion, whether or not such material may be protected by law; (v) the Posting of your User Content on the Services does not result in a breach of contract between you and a third party; (vi) you User Content does not contain any information you are contractually or legally required to keep confidential, and (vii) your User Content is not untrue, inaccurate, not current or incomplete in any respect.

 

5.        Waiver of Rights to User Content. By Posting User Content to or through the Services, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You further grant Yazz a royalty-free license to use your user name, image, and likeness to identify you as the source of any of your User Content.

You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Content you Post to or through the Services.

6.        No Liability. For the avoidance of doubt, Yazz will not be liable for any unauthorized use of User Content by any other User or third party.

17. Restrictions on Use of the Services. In using the Services, you agree not to:

1.        take any action that imposes an unreasonable load on the Services’ infrastructure;

2.        attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Services;

3.        alter, deface, mutilate, or otherwise bypass any approved software through which the Services are made available;

4.        use any trademarks, service marks, design marks, logos, photographs, or other content belonging to Yazz;

5.        “frame” or “mirror” any part of the Services, without Yazz’s prior written authorization or use meta tags or code or other devices containing any reference to us or the Services in order to direct any person to any other website for any purpose;

6.        access, tamper with, or use non-public areas of the Services, Yazz’s (and its hosting company’s) computer systems and infrastructure, or the technical delivery systems of Yazz’s providers;

7.        intimidate, threaten, stalk, bully, harass, abuse, harm, or advocate or incite intimidation, harassment, abuse, or harm of another person or group, including Yazz employees;

8.        invade the privacy (including without limitation private, family and home life), property and data protection rights of users and that you will not record (whether video or audio or otherwise) any Task or any interaction by or with any User and/or Yazz in connection with the Services without the prior written consent of Yazz and/or the relevant User, as applicable.

9.        provide any false personal information to Yazz;

10. create a false identity or impersonate another person or entity in any way;

11. forge headers or otherwise manipulate indentifiers in order to disguise the origin of any information transmitted through the Serivce;

12. rent, lease, lend, transfer, share, or sell your Account and/or ID to any other party;

13. restrict, discourage, or inhibit any person from using the Services, disclose personal information about a third person on the Services or obtained from the Services without the consent of that person, or collect information about Users of the Services;

14. gain unauthorized access to the Services, to other users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Services;

15. post, transmit or otherwise make available any virus, worm, spyware, or any other computer code, file, or program that may or is intended to disable, overburden, impair, damage, or hijack the operation of any hardware, software, or telecommunications equipment, or any other aspect of the Services or communications equipment and computers connected to the Services;

16. interfere with or disrupt the Services, networks, or servers connected to the Services or violate the regulations, policies or procedures of those networks or servers;

17. do anything that causes Yazz to become subject to regulation as a transportation carrier or provider of taxi services;

18. violate any applicable federal, state, or local laws or regulations or the terms of this TOS, or not act in good faith; or

19. assist or permit any persons in engaging in any of the activities described above.

Violations of any provision of this Section will allow Yazz to seek an immediate injunctive relief and seek damages for the violation of any provision of this Section. 

18. Location Data.  Location data provided by Yazz is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Yazz nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data displayed by the Services.

19. Confidentiality.  You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Yazz’s business, operations and properties, information about a User made available to you in connection with such User’s use of the Yazz Platform, which may include the User’s name, pick-up location, contact information and photo (“Confidential Information”) disclosed to you by Yazz for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Yazz in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Yazz with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Yazz or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Yazz; becomes known to you, without restriction, from a source other than Yazz without breach of this Agreement by you and otherwise not in violation of Yazz’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to Yazz to enable Yazz to seek a protective order or otherwise prevent or restrict such disclosure.

20. Third Party Sites. The Services may contain links to third party websites (“Third Party Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such Third Party Sites. The content of such Third Party Sites is developed and provided by others. Yazz is not responsible for the content of any linked Third Party Sites and makes no representations regarding the content or accuracy of any materials on such Third Party Sites. If you decide to access any Third Party Sites, you do so at your own risk.

21. Feedback. We pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from our users. If you choose to contribute by sending Yazz or our employees any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games, or other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. By sending Feedback to Yazz, you agree that:

1.        Yazz has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;

2.        Feedback is provided on a non-confidential basis, and Yazz has no obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and

3.        You irrevocably grant Yazz perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.

22. Dispute Resolution.

1.        Generally. In the interest of resolving disputes between you and the Yazz in the most expedient and cost effective manner, you and the Yazz agree that any dispute arising out of or in any way related to this TOS or your use of the Services will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to this TOS or your use of the Services, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this TOS. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS TOS, YOU AND YAZZ ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.  This Arbitration Agreement also applies to claims between you and Yazz’s service providers, including but not limited to background check providers and payment processors; and such service providers shall be considered intended third party beneficiaries of this Arbitration Agreement. In any litigation between you and Yazz over whether to vacate or enforce an arbitration award, YOU AND YAZZ WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute be resolved by a judge.

 

2.        Exceptions. Despite the provisions of the Section entitled “Generally” directly above, nothing in this TOS will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.

3.        Arbitration. Any arbitration between you and the Yazz will be governed by the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this TOS, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting the Yazz. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

4.        Notice. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail or electronic mail (“Notice”). Yazz’s address for Notice is: customerservice@yazzapp.com. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days (subject to extension as agreed to parties in writing) after the Notice is received, you or Yazz may commence an arbitration proceeding.

5.        Process.          A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides forms available at https://www.adr.org/Forms  .) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Florida and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

6.        Fees. If you commence arbitration in accordance with this TOS, Yazz will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Miami-Dade, Florida, but if the claim is for $15,000 or less, the arbitration will be conducted solely on the basis of documents you and Yazz submit to the arbitrator, unless you request a hearing or the arbitrator decides that a hearing is necessary. If your claim exceeds $15,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Yazz for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

7.        No Class Actions. YOU AND YAZZ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Yazz agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, then those Claims shall be severed from any remaining claims and may be brought in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.

8.     Modifications to this Arbitration Provision; Opt Out. You may opt out of this arbitration agreement. If you do so, neither you nor Yazz can force the other to arbitrate. To opt out, you must notify Yazz in writing no later than 30 days after first becoming subject to this arbitration agreement. Your notice must include your name and address, your Yazz username and the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this arbitration agreement. You must either mail your opt-out notice to this address: Yazz, Inc., ATTN: Arbitration Opt-out, 20801 Biscayne Blvd., Suite 403, Miami, FL 33180 or email the opt-out notice to arbitration-opt-out@yazzapp.com. If Yazz makes any future change to this arbitration provision, other than a change to Yazz’s address for Notice, you may reject the change by sending us a written notice within 30 day as of the change to Yazz’s address for Notice, in which case this arbitration provision, is in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Yazz.

9.        Enforceability. If this Section 22 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 23 will govern any action arising out of or related to this TOS or your use of the Services.

23.  Choice of Law; Venue; No Class Actions.          This TOS will be governed and construed in accordance with the laws of the State of Florida, excluding its conflicts of law rules. For any lawsuit or court proceeding permitted under this TOS, you and Yazz agree to submit to the personal and exclusive jurisdiction and venue of the courts located in Miami-Dade County, Florida.  YOU AND YAZZ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

24. Limitation of Liability and Disclaimer of Warranties.

1.        TO THE FULLEST EXTENT PERMITTED BY LAW, YAZZ AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INSURERS, SUPPLIERS AND LICENSORS (COLLECTIVELY, THE “YAZZ PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICES AND ANY CONTENT AVAILABLE ON THE SERVICES, INCLUDING BUT NOT LIMITED, TO THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY THEREOF. THE YAZZ PARTIES WILL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF ANY CONTENT OR ANY OTHER INFORMATION CONVEYED TO ANY USER, OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN, OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA, OR INFORMATION STREAM FROM WHATEVER CAUSE. TO THE FULLEST EXTENT PERMITTED BY LAW, AS A USER, YOU AGREE THAT YOU USE THE SERVICES AND ANY CONTENT AT YOUR OWN RISK.

2.        TO THE FULLEST EXTENT PERMITTED BY LAW, THE YAZZ PARTIES DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR FREE, OR THAT THE SERVICES AND ANY CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICES OR ANY CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO YAZZ PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.

3.        TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, THE YAZZ PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

4.        TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ANY YAZZ PARTY BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE USE OR INABILITY TO USE THE SERVICES AND ANY CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH YAZZ PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YAZZ’S AGGREGATE LIABILITY, AND THE LIABILITY OF ANY OTHER YAZZ PARTIES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO $100.

5.        Yazz is not responsible for the performance, actions, or inactions of any User, whether identified through the Services, in public, private, or offline interactions, or otherwise. Yazz does not have control over, and has no liability or responsibility for, the quality, timing, legality, suitability, reliability, timeliness, or accuracy of any user, or the failure of any User to provide the services requested or payment required therefor, or for any other aspect whatsoever of an Item nor for the integrity, responsibility or any of the actions or omissions whatsoever of any Users. Yazz does not have control over, and has no responsibility for, any damage to Items. YAZZ PARTIES ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF OUR SERVICES AND YAZZ PARTIES ARE NOT BE LIABLE FOR ANY LOSS, CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES. BY USING THE SERVICES YOU THEREBY RELEASE YAZZ PARTIES FROM ANY LIABILITY RELATED TO ANY USE OF OUR SERVICES OR THE CONDUCT OR MISCONDUCT OF ANY USERS (INCLUDING UNAUTHORIZED USERS, OR “HACKERS”).

6.        YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. YOU UNDERSTAND THAT WE MAY NOT CONDUCT CRIMINAL BACKGROUND CHECKS OR SCREENINGS ON USERS OF THE SERVICES. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES. YAZZ RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS, AT ANY TIME. IN NO EVENT WILL THE YAZZ PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, PROPERTY DAMAGE, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OF THIS SERVICES OR PERSONS YOU MEET THROUGH THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU ASSUME ALL RISK WHEN ENGAGING THE SERVICES OF ANY OTHER USER AND IN CONNECTION WITH USING THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY RISKS ASSOCIATED WITH A TASK. ALL USERS EXPRESSLY AGREE NOT TO HOLD THE YAZZ PARTIES LIABLE FOR ANY SERVICES DELIVERED WHICH ORIGINATED THROUGH THE SERVICES AND THE YAZZ PARTIES EXPRESSLY DISCLAIM ANY LIABILITY WHATSOEVER FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES THAT ARISE OR RELATED IN ANY WAY TO THE SERVICES, THE INFORMATION PROVIDED THROUGH THE SERVICES AND THE SERVICES PROVIDED BY OR TO ANY USER OF THE SERVICES. YAZZ DOES NOT MAKE ANY GUARANTEES AS TO INSURANCE POLICIES HELD BY DRIVERS.

 

25.  Third Party Disputes. YAZZ IS NOT AFFILIATED WITH ANY CARRIER, SERVICE PROVIDER, OR OTHER THIRD PARTY SERVICES, AND ANY DISPUTE YOU HAVE WITH ANY CARRIER, SERVICE PROVIDER, THIRD PARTY SERVICES OR OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE SERVICES, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU IRREVOCABLY RELEASE THE YAZZ PARTIES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

26. Indemnification. To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless the Yazz Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (a) your breach of this TOS or the documents it incorporates by reference; (b) your access to, use or misuse of the Yazz Content or Services; (c) your violation of any law or the rights of a third party, including without limitation, Drivers, Users, other motorists, and pedestrians, as a result of your own interaction with such third party; (d) your ownership, use or operation of a motor vehicle or passenger vehicle, including your provisionof services as a Driver; and (e) any other activities in connection with your performance of the Tasks. Yazz will notify you of any such claim, suit, or proceeding. Yazz reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Yazz’s defense of such matter.

27. Termination of the TOS. Yazz reserves the right, in its sole discretion, to restrict, suspend, or terminate this TOS and your access to all or any part of the Services at any time and for any reason without prior notice or liability. Yazz reserves the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability. Sections 2, 3, 5, 8-11, 14, 16, 17, 19 and 22 – 32 and all provisions of the Terms of Service which by their nature should survive termination shall survive termination.

28. Agreement Not with App Stores. You acknowledge and agree that the availability of the App is dependent on the third party from which you received the App, e.g., the Google Play or Apple App Store (each, an “App Store”).  When you download the App through the App Store, you agree that: (i) these Terms of Service are concluded between you and Yazz and not between you and the App Store, and that we (not the App Store), are responsible for our software; (ii) the App Store has no obligation to furnish any maintenance and support services with regards to the App or handle any warranty claims; (iii) the App Store is not responsible for addressing any claims you have or any claims of any third party relating to the App, such as, product liability, consumer protection claims, intellectual property claims, or any claim that the App fails to conform to any applicable legal or regulatory requirement; (iv) the App Store is a third party beneficiary of these Terms of Service as related to your license of the App, and the App Store will have the right to enforce these Terms of Service as related to your license of the App against you; and (v) you must also comply with all applicable third party terms of service when using the App.

29. Consent to Electronic Communications. By using the Services, you consent to receiving certain electronic communications from us as further described in the Privacy Policy. Please read the Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

30. Miscellaneous. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Yazz as a result of this TOS or use of the Services. You further acknowledge that by submitting User Content, no confidential, fiduciary, contractually implied or other relationship is created between you and Yazz other than pursuant to this TOS. If any provision of this TOS is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this TOS, which will remain in full force and effect. Yazz’s failure to act on or enforce any provision of this TOS will not be construed as a waiver of that provision or any other provision in this TOS. No waiver will be effective against Yazz unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Yazz and you, this TOS constitutes the entire agreement between you and Yazz with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter herein. The section headings are provided merely for convenience and will not be given any legal import. This TOS will inure to the benefit of our successors and assigns. You may not assign this TOS or any of the rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law or otherwise, without the prior express written consent of Yazz. This means that in the event you dispose of any device on which you have installed the App, such as by sale or gift, you are responsible for deleting the App from your mobile device prior to such disposition. Yazz may assign this TOS, including all its rights hereunder, without restriction.

31. Contact Us. If you would like to contact us in connection with your use of the Services, then please refer to the contact information below: customerservice@yazzapp.com .