‍Please read these terms and conditions carefully. The following terms and conditions (the “Terms”) govern your, the User (defined below), access to and  use of the App,  Site and Services provided by us, Beam (as defined below) in the United States. By accessing and/or using the App, the Site and/or the Services in these countries,  you agree to be bound by these Terms. If you do not agree to these Terms, please do not continue to access and/or use the App, the Site or the Services.  You further agree that usage of the App, Site and/or Service in any country which may differ from the country where you registered for the App (the “Alternate Country”) shall be subject to the terms and conditions prevailing for that Alternate Country (the “Alternate Terms”). The Alternate Terms can be found at https://www.ridebeam.com.  

AGE RESTRICTION: You may only operate, access and/or use the App,  Site, and/or  Services if you are at least 18 years old. If you are younger than that, you must stop accessing and/or using the App, the Site, the  or the Services.

PLEASE READ THESE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

1. DEFINITIONS & INTERPRETATION

1.1 - Definitions. Unless the context otherwise requires, the following expressions shall have the following meanings in these Terms:

• “Affiliates” means with respect to an entity, any person directly or indirectly controlled by, controlling or under common control with that entity, where “control” means the capacity to determine the outcome of decisions about financial and operating policies.“Intellectual Property Rights” means all copyright, patents, utility innovations, trademarks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.
• “App” means the software program currently known as ‘Beam’, or such other name as we may designate from time to time.
• “Beam”, “we”, “our” and “us” means, in relation to Services in the United States,  Beam US LLC, a Delaware corporation with registered address at 13 West Main Street, P.O. Box 953 Felton, Dover, Delaware 19943.
• “Beam Parties” means Beam and its Affiliates, and their respective officers, directors, employees, agents, independent contractors, successors and assigns.
• “Business Profile” means a separate profile in the App associated with your work/business email address and accessed via an activation code or some other method provided to you by your employer or the relevant corporate.
• “Guidelines” means the set of rules which we have developed and set out on the App and/or the Site, describing the policies, requirements, procedures, instructions and guidelines relating to the Services (including in particular, how Users are to use and operate the Vehicles and what our policies and requirements are), as may be amended by us from time to time.
• “Intellectual Property Rights” means all copyright, patents, utility innovations, trademarks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.“Prohibited Material” means any information, graphics, photographs, data and/or any other material that: (a)contains any computer virus or other invasive or damaging code, program or macro; (b) infringes any third-party Intellectual Property Rights or any other proprietary rights; (c) is defamatory, libelous or threatening; (d) is obscene, pornographic, indecent, counterfeited, fraudulent, stolen, harmful or otherwise illegal under the applicable law; and/or (e) is or may be construed as offensive and/or otherwise objectionable, in our sole opinion.
• “Our Materials” means the content and other material contained in the App, Site or Services, including but not limited to text, software, code, scripts, webpages, music, sound, photographs, video, graphics, graphical user interface, forms, diagrams or other material
• “Password” refers to the valid password that you use in conjunction with the Username to access the App and/or the password-protected and/or secure areas of the Site.
• “Privacy Policy” means the privacy policy as set out on the App and/or the Site.
• “Prohibited Material” means any information, graphics, photographs, data and/or any other material that: (a)contains any computer virus or other invasive or damaging code, program or macro; (b) infringes any third-party Intellectual Property Rights or any other proprietary rights; (c) is defamatory, libelous or threatening; (d) is obscene, pornographic, indecent, counterfeited, fraudulent, stolen, harmful or otherwise illegal under the applicable law; and/or (e) is or may be construed as offensive and/or otherwise objectionable, in our sole opinion.
• “Security Credentials” means Username, Password, and any other unique login identification credentials issued or prescribed by us to a specific User to allow him/her to access the App and/or the password-protected and/or secure areas of the Site.
• “Services” means the services, information and functions made available by us on or through the App and/or the Site, including the Vehicle Rental Service.
• “Site” means the web site at any domain name operated by or on behalf off us or any of our Affiliates designated by us from time to time, including the website currently at the domain name www.ridebeam.com, or at such other domain name as we may designate from time to time, and, if applicable, the websites at subdomains of such domain name.
• “Third Party” means a legal entity, company or person(s) that is not a party to these Terms.
• “Trademarks” means the trademarks, service marks, trade names and logos used and displayed on the App and the Site.
• “Trip” means a single continuous ride taken on one of our Vehicles, from when the User unlocks the Vehicle until he/she ends the trip, via the App.
• “User”, “you” and “your” means someone who accesses and/or uses the Site, App and/or Services .
• “Username” refers to the unique login identification name or code which identifies you.
• “Vehicles” means the personal mobility devices and any equipment or accessories attached thereto offered by us from time to time.
• “Vehicle Rental Service” means the making available to you of the use of the Vehicle/s on or through the App and/or the Site.

1.2 - Interpretation: In these Terms: (i) whenever the words “include”, “includes” or “including” are used in these Terms, they will be deemed to be followed by the words “without limitation”; (ii) reference to Sections, Paragraphs and Schedules are (unless otherwise stated) to Sections, paragraphs and schedules of these Terms; (iii) words importing the singular only shall also include the plural and vice versa where the context requires and references to persons include bodies incorporated or unincorporated, including partnerships and their successors and assigns; (iv) unless expressly indicated otherwise, all references to a number of days mean calendar days, and the words “month” or “monthly” as well as all references to a number of months means calendar months; (v) Section, paragraph and/or schedule headings are inserted for convenience only and shall not affect the interpretation of these Terms; and (vi) references to a statute, law, by-law, regulation, rule, directive, delegated legislation or order also refers to the same as amended, modified or replaced from time and to any by-law, regulation, rule, directive, delegated legislation or order made thereunder.

2. YOUR  ACCOUNT & SECURITY THEREOF

2.1 Beam and the User are the only parties to these Terms. 

2.2 Security Credentials:  The App, the password-protected and/or secure areas of the Site and the Services may only be accessed by you with the use of your unique Security Credentials. Account sharing is prohibited. The Security Credentials may either be: (i) determined and issued to you by us; or (ii) provided by you and accepted by us in our sole and absolute discretion. We may at any time in our sole and absolute discretion forthwith invalidate the Security Credentials without giving any reason or prior notice and shall not be liable or responsible for any loss or damage suffered by or caused by you or arising out of or in connection with or by reason of such invalidation. You may from time to time be required to change your Password and hereby agree do so when required. You further agree to keep your Security Credentials confidential and shall be responsible for the security of your account and liable for any disclosure or use (whether such use is authorized or not) of your Security Credentials. You are to notify us immediately if you have knowledge that or have reason for suspecting that the confidentiality of your Security Credentials has been compromised or if there has been any unauthorized use of your Security Credentials.

2.3 Purported use/access:  You agree and acknowledge that:

1. any: (i) access to or use of, or purported access to or use of, the App, the Site and/or the Services; and/or (ii) information, data, instructions or communications, whether or not authorized by you, referable to your Security Credentials shall, as the case may be, be deemed to be: (A) access to or use of the App, the Site and/or the Services by you; and/or (B) information, data, instructions or communications transmitted and validly issued by you; and
2. you shall be bound by any: (i) access to or use of, or purported access to or use of, the App, the Site and/or the Services; and/or (ii) information, data, instructions or communications, whether or not authorized by you, referable to your Security Credentials, and you agree that we (and our service providers) shall be entitled (but not obliged to) act upon, rely on and/or hold you solely responsible and liable in respect thereof, as if the same were carried out, transmitted or issued by you.

3. USING THE APP, SITE & SERVICES

3.1 Other notices, rules & guidelines: You agree to comply with any and all the guidelines, notices, operating rules and policies and instructions pertaining to the access to and/or use of the App, the Site and/or the Services (including the Guidelines), as well as any amendments to the aforementioned, issued by us, from time to time. We reserve the right to revise these guidelines, notices, operating rules and policies and instructions at any time and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the App and/or the Site.

3.2 Use of the App, the Site and the Services: Without prejudice to the generality of Section 3.1, you acknowledge and agree:

1. that you have read, understand and agree to be bound by these Terms;
2. that, subject to any other requirements set out in the App, Guidelines or under Section 3.2(k), you are at least 18 years old;
3. that the Vehicles shall remain our property at all times and we shall be entitled to repossess and remove the Vehicle at any time;
4. that you will at all times: (i) be the sole user of, and shall not rent, license or make available to any Third Party, any Vehicle rented by you or via your App account  for any reason whatsoever; and (ii) use the Vehicle only for the purpose of personal transportation and in accordance with these Terms, the Guidelines and any notices, operating rules and policies and instructions issued by us from time to time;
5. that you shall not (and shall ensure that no person shall): (i) encumber in any way whatsoever the Vehicle; (ii) tamper with or make any modifications to the Vehicle; and/or (iii) alter, remove, obscure, delete or tamper with any notices, marks, numbers, labels, logos or other means of identification placed, affixed or used on the Vehicle;
6. that in the event that any modifications/defects as stated in Section 3.2(e) is discovered, you shall immediately report such modifications/defects to Beam and cease from further using the Vehicle;
7. that you shall protect and safeguard the Vehicle (including maintaining adequate security arrangements) during your Trip and otherwise whilst the Vehicle is in your custody;
8. that you are familiar with the operation of the Vehicle and are responsible for ensuring that the Vehicle is operated in a safe manner having regard to, amongst others, the weather condition and the use of appropriate protective equipment;
9. to ensure that any information or data you post on the App and/or the Site in connection with the Services is accurate and agree to take sole responsibility for such information and data
10. to access and/or use the Services only for lawful purposes and in a lawful manner at all times and further agree to conduct any activity relating to the Services in good faith;
11. that you will comply with all road laws, rules and regulations of the relevant State or Territory of the United States in which the Service is being used, which is in force at the time you are using the Service.
12. to operate the Vehicle in a safe and considerate manner while being mindful of other footpath or road users;
13. if required by law, to wear a helmet at all times that meet the required standards and that has been properly fitted and fastened according to the manufacturer’s instructions;
14. to take any additional precautions or safety measures necessary, including wearing appropriate footwear and additional protective equipment and;
15. to only park the Vehicles in places where Beam can access them and that aren’t designated by the App as no-park zones (it being recorded that you will not be able to end your Trip in a no-park zone);
16. that Vehicles may be programmed to automatically reduce speed in certain go-slow zones or even come to a stop if you attempt to ride it in a no-go zones (such zones being indicated to you within the App) and that any Trip you start may be automatically terminated by us after 10 minutes of inactivity;
17. YOU MUST REPORT ANY INCIDENT, ACCIDENT, CRASH, PERSONAL INJURY, DAMAGE, LOST OR STOLEN VEHICLE TO US AS SOON AS PRACTICABLY POSSIBLE.

3.3. Restricted activities: You agree and undertake NOT to:

1. unless in accordance with Section 6 (Group Rides), allow any other person to use a Vehicle rented via your App account;
2. impersonate any person or entity or to falsely state or otherwise misrepresent your affiliation with any person or entity;
3. use the Services for illegal purposes;
4. attempt to gain unauthorized access to or otherwise interfere or disrupt other computer systems or networks connected to the App or the Site;
5. post, promote or transmit through the App or the Site any Prohibited Materials;
6. interfere with another User’s utilization and enjoyment of any of the Services;
7. use or upload, in any way, any software or material that contains, or which you have reason to suspect that contains, viruses, damaging components, malicious code or harmful components which may impair or corrupt the App’s or the Site’s data or damage or interfere with the operation of another User’s computer or mobile device;
8. use any of the Services other than in conformance with the acceptable use policies of any connected computer networks, any applicable Internet standards and any other applicable laws, or view, listen to, download, print or use the Services other than as allowed under applicable laws;
9. use the Service in a way that is contrary to any applicable road laws, rules and regulations of the State or Territory in which the Service is being used;
10. use the Service on terrain or in conditions or in a manner which are likely to damage the Vehicle (e.g. doing burnouts; using them in skateparks or in water etc.);
11. use the Vehicle in a way that endangers either you or any other persons, including transporting a passenger in any way whatsoever;
12. use the Vehicle while under the influence of any medication, alcohol, drugs or other substances that may inhibit your ability to use the Vehicle safely;
13. exceed any safety restrictions for each Vehicle, including weight or speed;
14. tamper with, dismantle or attempt to dismantle or remove any part of a Vehicle; or
15. transport the Vehicle out of the United States or to allow/facilitate the transport of the Vehicle out of the United States.

3.4 Availability of the App, Site and Services: We may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the App, the Site and/or any of the Services and shall not be liable if any such upgrade, modification, suspension or removal prevents you from accessing and/or using any part of the App, the Site and/or the Services.

3.5 Monitoring & Control of use: Subject to our Privacy Policy and applicable law, we reserve the right, but shall not be obliged to:

1. monitor, screen or otherwise control any activity, content or material on the App, the Site and/or through the use of the Services. We may in our sole and absolute discretion, investigate any violation of the terms and conditions contained herein and may take any action we deem appropriate;
2. prevent or restrict access of any User to the App, the Site and/or the Services;
3. report any activity it suspects to be in violation of any applicable law, statute or regulation to the appropriate authorities and to co-operate with such authorities; and/or
4. request any information and data from you in connection with your access to and/or use of the App, the Site and/or the Services at any time and to exercise our right under this Section 3.5 if you refuse to divulge such information and/or data or if you provide or if we have reasonable grounds to suspect that you have provided inaccurate, misleading or fraudulent information and/or data.

3.6 Apple-Enabled Software: With respect to mobile Apps that are made available for your use in connection with an Apple-branded product (the “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:

• Beam and you acknowledge that these Terms are concluded between Beam and you only, and not with Apple Inc. (“Apple”), and that as between Company and Apple, Beam, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
• You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the Apple Media Services Terms and Conditions.
• Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS product that you own or control, as permitted by the “Usage Rules” set forth in the Apple Media Services Terms and Conditions, except that such Apple-Enabled Software may be accessed and used by other accounts associated with the purchaser via Apple’s Family Sharing or volume purchasing programs.
• Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software. 
• Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software, if any, to you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty, which will be Company’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
• Beam and you acknowledge that Beam, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including: (a) product liability claims; (b) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy, or similar legislation. 
• In the event of any third-party claim that the Apple-Enabled Software or your possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Company and Apple, Company, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
• You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
• If you have any questions, complaints, or claims with respect to the Apple-Enabled Software, they should be directed to Beam.
• You must comply with applicable third-party terms of agreement when using the Apple-Enabled Software, e.g., your wireless data service agreement.
• Beam and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms of Service with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you with respect to the Apple-Enabled Software as a third-party beneficiary thereof.

3.7 Google-Sourced Software: The following applies to any Mobile App you download from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that these Terms of Service are between you and Company only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Terms of Service; (c) Google is only a provider of Google Play where you obtained the Google-Sourced Software; (d) Beam, and not Google, is solely responsible for Beam’s Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms of Service; and (f) you acknowledge and agree that Google is a third-party beneficiary to these Terms as it relates to Beam’s Google-Sourced Software

3.8 Additional terms: In addition to these Terms, the use of specific aspects of the App, the Site and the Services or of more comprehensive or updated versions of the App, the Site and the Services offered by us and our designated sub- contractors or Affiliates, may be subject to additional terms and conditions, which will apply in full force and effect (including any applicable Alternate Terms).

4. CHARGES & PAYMENT

4.1 Charges:

• You shall pay to us the fee prescribed in, and in accordance with the instructions set out on the App and/or the Site. All prices are quoted exclusive of sales tax unless otherwise stated. We reserve the right to amend the prices of the Services at any time without giving any reason or prior notice.
• You may also be charged penalty fees as follows:

1. Helmet replacement fee if you do not return the supplied helmet at the end of your ride.
2. Unauthorized parking fee if you leave a Vehicle in a place or in a way that contravenes our Riding Rules or other more specific in-App alerts/notifications (like no-park zones or no-ride zones), it being reasonable for us to determine that you failed to park properly in the absence of you having uploaded an end-of-Trip photo to evidence otherwise.

4.2 Promotions: We may operate promotions through the App and/or the Site. You should carefully review the specific rules of each such promotion in which you participate as they may contain additional terms and conditions and other important information about your participation therein (“Promo T&Cs”). To the extent that the Promo T&Cs conflict with these Terms, the Promo T&Cs shall prevail.

4.3  Refunds :

1. The fees paid by you for pay-per-ride services are final and non-refundable. However, if we’ve made a billing error and/or there’s some other reason you believe you are entitled to a refund, you may request a refund through the App or by emailing support@ridebeam.com, provided such request is made no later than 60 days after receiving the charge. Refunds for Users will be determined by us and will be processed on a case-by-case basis and may be in the form of credit to use on the Services.  We may request additional information from you such as where and when you believed to have ended your ride to determine the refund value.
2. You may be entitled to a refund on a pro-rata basis of unused portions of purchased Credits or Subscription in circumstances where (i) you are entitled to a refund under applicable consumer protection laws; or (ii) in our reasonable opinion, an amendment or limitation on the use of the Services, Credits or Subscription placed by us subsequent to your purchase has a major detrimental effect on you; or (iii) you have not been able to use the Service due to our suspension or ceasing to provide the Services (except in certain force majeure events).

5. INTELLECTUAL PROPERTY

5.1 Ownership: The Intellectual Property Rights in and to Our Materials are owned, licensed to or controlled by us, our licensors or our service providers. We reserve the right to enforce our Intellectual Property Rights to the fullest extent of the law.

5.2 Restricted use: No part of any of Our Materials may be reproduced, reverse engineered, decompiled, disassembled, separated, altered, distributed, republished, displayed, broadcast, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system or installed on any servers, system or equipment without our prior written permission or that of the relevant copyright owners. Subject to Section 5.3, permission will only be granted to you to download, print or use Our Materials for personal and non-commercial uses, provided that you do not modify Our Materials and that we or the relevant copyright owners retain all copyright and other proprietary notices contained in Our Materials.

5.3 Trademarks: The Trademarks are registered and unregistered trademarks of us or Third Parties. Nothing on the App, the Site, and in these Terms shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use (including as a meta tag or as a “hot” link to any other website) any Trademarks displayed in respect of the Services, without our written permission or any other applicable trademark owner.

5.4 Release and Waiver of Rights: In consideration of our provision of the Services to you, and without further consideration from us, you hereby:

1. acknowledge that the Vehicles are intended to be used in public places (including at promotional events organised by us or locations at which we operate) and that we may photograph, videotape or otherwise record your use of the Services in any media and by any manner or means now known or invented in future; and
2. agree and consent to the use and reproduction by us, throughout the world and in perpetuity in any publicity and advertising material, of your image, voice and/or likeness in any photograph, videotape and/or other recording (i) referred to in Section 5.4(a); or (ii) that you have posted, uploaded, provided or otherwise made available on the App, Site or any of our social media channels or any other application or website which is tagged with any of our social media handles or other identifiers (including #beam, #ridebeam or any derivative thereof) or relates to your use of the Services, to the extent not prohibited by law.

6. GROUP RIDES

6.1 Initiator of Group Ride: If, as the holder of an account on our Site or App (“Account Holder”), you initiate a group ride on our Services using our App (a “Group Ride”), you:

1. accept the appointment made in Section 6.2 and agree that you act as agent for each other rider on the Group Ride (each a “Group Rider”) in their acceptance of these Terms and our Privacy Policy for the purpose of their use of the Services on the Group Ride;
2. undertake and certify that, in the process of initiating the Group Ride, each Group Rider enters their own correct name and other details via our App as requested and themselves personally accept and agree to these Terms and our Privacy Policy;
3. accept and agree that you are liable for any loss, damage or claims arising from or related to the Group Ride (whether caused by you or a Group Rider);
4. accept and agree to pay all costs, charges or fees for the use of the Services by you and each Group Rider on the Group Ride and that these amounts will be charged to your account for payment;
5. undertake and certify that all riders in the Group Ride (including you and each Group Rider) are at least 18years old; and
6. undertake and certify that (i) no rider that has not been identified as a Group Rider and accepted these Terms via our App will ride a Device on the Group Ride; and (ii) there is no more than one rider per Vehicle for the duration of the Group Ride.

6.2 Group Ride participants: If you access the Services as a Group Rider on a Group Ride initiated by an Account Holder, you:

1. irrevocably appoint the Account Holder as your agent to accept on your behalf these Terms and our Privacy Policy and in respect of your use of the Services for the Group Ride;
2. confirm and acknowledge that, notwithstanding the appointment in Section 6.2(a), your express acceptance via our App constitutes your acceptance as principal of these Terms of Service and our Privacy Policy;
3. accept and agree that you are liable for any loss, damage or claims arising from or related to your use of the Services on the Group Ride.

7. SUBSCRIPTIONS

7.1 You may be able to purchase subscriptions and/or passes as may be offered on the Site or through the App (each a “Subscription”).

7.2 The price, entitlement, restriction and any other applicable terms or conditions for the Subscriptions shall be set out within the App or on the Site.

7.3 Unless specified otherwise, Subscriptions cannot be used with any other promotions or offers and payment for Subscriptions cannot be made via Beam Credits.

7.4 If the Subscription automatically renews upon expiry, you will be automatically charged the full amount of the renewed Subscription price at that time unless you change this selection before that occurs. If you have an ongoing Subscription that is automatically renewed periodically, you hereby authorize us to bill your payment instrument in advance on such periodic basis in accordance with the terms of the applicable Subscription. You may change your auto-renew selection at any time unless there is an applicable minimum period as set out in relation to such Subscription.

7.5 A subscription may be ended or withdrawn at any time at our discretion and in such cases you will be entitled to the benefit of the subscription until the next billing interval.

8. CREDITS

8.1 You may purchase credits for use on the Service as may be offered on the Site or through the App (“Credit”).

8.2 The price, entitlement, restriction and any other applicable terms or conditions for the Credits shall be set out within the App or on the Site.

8.3 Unless specified otherwise (a) Credits cannot be used with any other promotions or offers and can only be used in the country of purchase; and (b) subject to Your Consumer Rights, any unused Credits will expire pursuant to the expiry period as specified to You in relation to such Credits, or if no such expiry period is specified, three years after purchase.

9. BUSINESS PROFILES

9.1 If your employer (or another company on some other basis) (“the Participating Business”) has enabled you to access Services via a Business Profile and you associate a Trip with your Business Profile within the App, then that Participating Business may partly or wholly subsidize that Trip in accordance with its policy in that regard. To facilitate that, we will share details of your Business Profile Trips with the Participating Business.

9.2 The onus is on you to ensure that you only use your Business Profile for Trips that comply with the Participating Business’s policy in this regard because if not, the Participating Business may seek reimbursement from you at a later stage.  You specifically acknowledge and agree that any such reimbursement claim is a matter between you and the Participating Business alone and you indemnify Beam from any loss, expense, damage or claims in relation thereto.

10. DAMAGED, LOST, STOLEN, DETAINED & INCORRECTLY PARKED VEHICLES

10.1 We reserve the right to take all necessary actions available to us at law if, in our reasonable opinion, a Vehicle in your possession or which is rented by you is determined to have been parked incorrectly, damaged (fair wear and tear excepted), lost, stolen or otherwise detained, including but not limited to

1. holding you liable, and charging your payment method on file, for (i) the cost to repair a damaged Vehicle (including damage to tires due to burnouts) or the full replacement cost thereof (if repair is not commercially viable), (ii) outstanding usage charges, (iii) charges and expenses incurred by us in its recovery attempts (e.g. towing fees), (iv) interest, and (v) any other relevant charges or expenses for an incorrectly parked, lost, stolen or otherwise detained Vehicle;
2. making a police report against you; and/or
3. commencing recovery actions and proceedings against you.

In this regard you acknowledge the importance of taking an end-of-Trip photo as evidence of having returned the Vehicle properly, i.e. correctly parked and in an undamaged condition. Without such photo (and in the absence of evidence to the contrary) it is reasonable for us to determine that you were the cause of Vehicle damage or loss.

10.2 If a Vehicle is determined to have been incorrectly parked, damaged, lost, stolen or otherwise detained while in your possession or as a result of your rental of such Vehicle, we reserve the right to suspend or terminate your access to the Service. This extends to all accounts that we reasonably suspect to be associated with the offending account.

11. OUR RESPONSIBILITY & LIABILITY IS LIMITED

11.1 No representations or warranties: THE APP, THE SITE, THE SERVICES, THE VEHICLES AND OUR MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. All data and/or information contained in the App and/or the Site and/or the Services are provided for informational purposes only. WE DO NOT GIVE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, implied, express or statutory, including the warranties of non-infringement of Third Party rights, title, merchantability or fitness for a particular purpose, are not given in conjunction with the App, the Site, the Services, the Vehicles or Our Materials. Without prejudice to the generality of the foregoing, we do not warrant: (a) the accuracy, timeliness, adequacy, commercial value or completeness of all data and/or information contained in the App, the Site, the Services or Our Materials; (b) that the App, the Site, the Services or that any of Our Materials will be provided uninterrupted, secure or free from errors or omissions, or that any identified defect will be corrected; (c) that the App, the Site or the Services or Our Materials are free from any computer virus or other malicious, destructive or corrupting code, agent, program or macros; and (d) the security of any information transmitted by you or to you through the App or the Site, and you accept the risk that any information transmitted or received through the App or the Site may be accessed by unauthorized Third Parties and/or disclosed by us or our officers, employees or agents to Third Parties purporting to be you or purporting to act under your authority. Transmissions over the Internet and e-mail may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the Internet.

11.2 Use of Service at your own risk:YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY DEATH, DISABILITY, PERSONAL INJURY (TO YOU OR OTHERS) OR THEFT/LOSS, DAMAGE, FINES, FEES, COSTS OR CLAIMS RESULTING FROM YOUR USE OF THE SERVICE, WHETHER FORESEEABLE OR NOT.. The Beam Parties shall not be liable to you for any death, disability or personal injury or any loss, damage, fines or claims (including any direct, indirect, incidental, special, consequential or punitive damages or economic loss or any claims for damage to property, loss of profits or loss of use) whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly in connection with: (a) any access, use and/or inability to use the App, the Site, the Services, the Vehicles and/or Our Materials; (b) reliance on any data or information made available through the App and/or the Site. You should not act on such data or information without first independently verifying its contents; (c) any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macros; and (d) any use of or access to any other Third Party website, service, data, application, software, servers or source code linked to or accessed from the App and/or the Site, even if we or our officers or agents or employees may have been advised of, or otherwise might have anticipated, the possibility of the same.

11.3 Limit of Liability:

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE BEAM PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE BEAM PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE APP, SITE, OR SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE APP OR SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE APP, SITE, OR SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE APP, SITE OR SERVICE. IN NO EVENT WILL THE BEAM PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID COMPANY IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100). 

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE APP, SITE OR SERVICE OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE APP OR SERVICE. 

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNIFICATION”, “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

12. INSURANCE

12.1 Your safety and peace of mind is important to us, however any insurance held by us may not cover you for any injury, harm, damage or loss you may suffer in the event of an accident (or otherwise related to your use of the Services) and you should give consideration to obtaining your own insurance.

12.2 You acknowledge that any use of the Services that is in breach of these Terms or is otherwise in breach of any local authority, regional authority or government rules may void all insurance, accident or liability coverages (where permitted by law) and makes you responsible for all loss or damage to, or connected with, your use of the Service, to the extent that such loss or damage is connected to such prohibited use.

13. YOU INDEMNIFY BEAM

To the extent permitted under applicable law, the User shall indemnify, defend and hold harmless the Beam Parties from and against any and all losses, damages, fines or claims which the Beam Parties may suffer, sustain or incur, or which may be instituted, made, brought, threatened, alleged or established against the Beam Parties, by any person and which in any case arises (whether directly or indirectly) out of, in relation to or by reason of your use of the App or Service or your violation of any rights of another.

14. HYPERLINKS, ALERTS & ADVERTISING

14.1 Hyperlinks: For your convenience, we may include hyperlinks to other websites or content on the Internet that are owned or operated by Third Parties. Such linked websites or content are not under our control and we are not liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the contents, or the consequences of accessing, any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and you agree that your access to or use of such linked websites or content is entirely at your own risk.

14.2 Alerts: You may receive specific prompts in respect of certain content or Promotions provided by us (“Alerts”) from time to time. Each Alert may be notified by e-mail and/or push notification or pop-up screen in the App or your browser. We do not guarantee the delivery, timeliness or accuracy of Alerts. We reserve the right to vary any Alert and to terminate the provision of certain content or the promotion advertised in the Alerts at any time without giving any reason or prior notice. We shall not be liable to you or anyone else for losses, damages, fines or claims arising from: non-delivery, delayed delivery or wrong delivery of an Alert; inaccurate content of an Alert; or your use or reliance  on the contents of an Alert for any purpose, including investment and business purposes. You can deactivate App push notifications by changing your notification settings on your device or, if applicable, through the push notification service. The mobile device manufacturer (not Beam), controls these notification settings.

14.3 Advertising: We may attach banners, java applets and/or such other materials to the App and/or the Site for the purposes of advertising our (or our Affiliates’) products and/or services. For the avoidance of doubt, you shall not be entitled to receive any payment, fee and/or commission in respect of any such advertising or other promotional materials.

15. CONSUMER RIGHTS

All your rights set out under these Terms are in addition to your rights as a consumer under applicable consumer protection legislation, if any (“Your Consumer Rights”).  Your Consumer Rights are not excluded, restricted or modified by these Terms.

16. PERSONAL DATA

In order to provide our Services, we need to process certain personal data about you (including your Vehicle Trip data), without which, we won’t be able to provide and/or bill for the Service properly. Our Privacy Policy explains this in more detail and forms part of these Terms. By entering into these Terms with us and by providing us with personal information, you represent to us and we will proceed on the basis that you have read and agree to the terms of our Privacy Policy. Subject to your privacy rights pursuant thereto and/or at law, you acknowledge and agree that all information associated with your  access to or use of the App, the Site and/or the Services is non-confidential and non-proprietary.

17. TERMINATION

17.1 Termination by us: In our sole and absolute discretion, we may with immediate effect upon giving you notice, terminate your use of the App, the Site and/or the Services and/or disable your Security Credentials. We may bar access to the App, the Site and/or the Services (or any part thereof) for any reason whatsoever, including a breach of any of these Terms or where if we believe that you have violated or acted inconsistently with any terms or conditions set out herein, or if in our opinion or the opinion of any regulatory authority, it is not suitable to continue providing the Services.

17.2 Termination by you: You may terminate your account by giving seven days’ notice in writing to us.

17.3 Effect of Termination: The termination of your account, the use of the App, the Site and/or the Services for any reason shall not bring to an end our rights accrued prior to termination, and your obligations under any provision of these Terms which is meant to survive the termination.

18. NOTICES

18.1 Notices from us: All notices or other communications given to you if communicated through any print or electronic media as we may select will be deemed to be notified to you on the date of publication or broadcast.

18.2 Notices from you: You may only give notice to us in writing sent to our designated address or e-mail address, and we shall be deemed to have received such notice only upon receipt. While we endeavor to respond promptly to notices from you, we cannot guarantee that we will always respond with consistent speed.

18.3 Other modes: Notwithstanding 18.1 and 18.2, we may from time to time designate other acceptable modes of giving notices (including but not limited to e-mail or other forms of electronic communication) and the time or event by which such notice shall be deemed given.

19. GENERAL

19.1 Governing Law: Use of the App, the Site and/or the Services and these Terms shall be governed by and construed in accordance with the laws of the state of Delaware and you hereby submit to the exclusive jurisdiction of the courts of that place.

19.2 Amendments: We reserve the right to modify, vary and change the Terms and/or the Alternate Terms at any time as we deem fit by the following methods: (a) by updating and posting an updated version of the Terms and/or the Alternate Terms on www.ridebeam.com. Such modification, variation and/or changes shall be effective after five (5) days upon the posting of an updated version at www.ridebeam.com; or (b) by notice through the App and/or the Site or by such other method of notification as we may designate (which may include notification by way of e-mail), of the modification, variation and/or change to the Terms and/or the Alternate Terms, such variation modification, variation and/or change to take effect on the date we specify.   You agree that it shall be your responsibility to review the Terms regularly and also the Alternate Terms applicable to any Alternate Country where you use the Site, the App and/or the Service, whereupon the continued use of the App, the Site and/or the Service after the date of effectiveness of such modification, variation and/or change, whether or not reviewed by you, shall constitute your consent and acceptance to such modification, variation and/or change. Our right to vary these Terms in the manner aforesaid may be exercised without the consent of any person or entity who is not a party to these Terms.

19.3 Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.‍

1. Agreement to Arbitrate‍

This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Beam, whether arising out of or relating to these Terms (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Beam are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

2. Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND BEAM AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND BEAM AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION. 

3. Pre-Arbitration Dispute Resolution

Beam is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at legal@ridebeam.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Beam should be sent to legal@ridebeam.com] (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Beam and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Beam may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Beam or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Beam is entitled.

4. Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Beam and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Beam agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

5. Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Beam or you under the AAA Rules, Beam and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Beam will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Beam will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

6. Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

7. Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

8. Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms of Service to the contrary, Beam agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Beam written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

19.4 Binding and conclusive: You acknowledge and agree that any records (including records of any telephone conversations relating to the Services, if any) maintained by us or our service providers relating to or in connection with the App, the Site and the Services shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between us and you. You hereby agree that all such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of your rights, if any, to so object.

19.5 Sub-contracting and delegation: We reserve the right to delegate or sub-contract the performance of any of our functions in connection with the App, the Site and/or the Services and reserve the right to use any service providers, subcontractors and/or agents on such terms as we deem appropriate.

19.6 Assignment: You may not assign your rights under these Terms without our prior written consent. We may assign our rights under these Terms to any Third Party.

19.7 Force Majeure: We shall not be liable for non-performance, error, interruption or delay in the performance of its obligations under these Terms (or any part thereof) or for any inaccuracy, unreliability or unsuitability of the App’s, the Site's and/or the Services’ contents if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond our reasonable control.

19.8 Severability: The invalidity or unenforceability of any of the provisions in these Terms shall not adversely affect or impair the validity or enforceability of the remaining provisions of these Terms.

19.9 Waiver: In the event of a breach of these Terms by you, our failure to enforce these Terms shall not constitute a waiver of these terms, and such failure shall not affect the right later to enforce these Terms. We would still be entitled to use our rights and remedies in any other situation where you breach these Terms.

19.10 Rights of Third Parties: Except as expressly stated, these Terms do not confer any rights on third parties and to the maximum extent allowable at law we will not, under this agreement, be liable in any way to any third parties. For the avoidance of doubt, nothing in this Section 19.10 shall affect the rights of any permitted assignee or transferee of these Terms.