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Terms of use

WELCOME TO WHEELI

Wheeli maintains a website and Application to facilitate communication and exchanges between users who are looking for, or providing, rides. These Terms of Use (“Terms of Use”), together with our Privacy Policy (“Privacy Policy”), govern your use of the Wheeli Corporation (“us,” “we,” or “Wheeli”) website located at www.wheeli.us and application for mobile and web-based devices (the “Application”). By accessing or using the Application and our related ride sharing services (the “Services”), you (“you” or the “User”) agree to be bound by these Terms of Use and our Privacy Policy. If you do not agree to abide by these Terms of Use, you are not authorized to use or access (or continue to use or access) the Application.


BY USING THE SERVICES AND/OR APPLICATION, YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THE PRIVACY POLICY AND THESE TERMS OF USE AND REPRESENT TO US THAT YOU ARE 18 YEARS OF AGE OR OLDER AND ARE LEGALLY COMPETENT TO ENTER INTO AND AGREE TO THE TERMS AND CONDITIONS OF THE PRIVACY POLICY AND TERMS OF USE. IF YOU DO NOT ACCEPT THE PRIVACY POLICY AND THESE TERMS OF USE, THEN YOU ARE NOT AUTHORIZED TO USE ANY OF THE SERVICES AND/OR APPLICATION.



These Terms of Use include (1) AN ARBITRATION PROVISION, (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US AND (3) a release by you of all claims for damage against us that may arise out of your use of the Services AND/OR APPLICATION. By using any of THE SERVICES AND/OR APPLICATION, you agree to THESE PROVISIONS.



Please review the following carefully so that you understand these Terms of Use. These Terms of Use describe your responsibilities, Wheeli’s liability and the liability of third parties related to the Services and/or Application. All Wheeli users must accept and comply with the terms and conditions set forth herein. If you have any questions regarding these Terms of Use, please contact us via email at info@wheeli.us.

YOUR RESPONSIBILITIES

You are solely responsible for your use of and activity in relation to the Services and/or Application. Your permission to use the Services and/or Application is conditioned upon the following use and conduct restrictions. You agree that you will not under any circumstances:

  1. violate any local, county, state, national or other law or regulation, or any order of any court or administrative, regulatory or other governmental body or agency,
  2. post or submit any content that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive;
  3. create a false identity or impersonate any person;
  4. use the Services and/or Application for any unlawful purpose or for the promotion of illegal activities;
  5. distribute or submit unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation;
  6. provide false or inaccurate information to Wheeli or any other user of the Services and/or Application or to a government agency; or
  7. publish, submit or link to malicious content intended to damage or disrupt the browser, computer or systems of Wheeli or of any other person or entity. In addition, you agree that you will only register for the Services and/or Application with your legal name and personal information.

If you are a driver and intend to offer rides, you represent, warrant and agree that:

  1. you have a driver’s license that is valid in all 50 states and the District of Columbia and that your driving privileges are not and have never been suspended, revoked or otherwise restricted or limited;
  2. you have a valid insurance policy that meets the minimum policy requirements of the states in which you drive while offering rides scheduled through the Services and/or Application;
  3. the use of the Services and/or Application will not adversely affect your insurance coverage
  4. you maintain your vehicle in good working condition and
  5. you will immediately notify Wheeli in accordance with this Terms of Use if any of the foregoing statements is no longer true. We reserve the right to suspend or revoke your account at any time if, in our sole discretion, we believe, or have reason to believe, that any of the foregoing representations and warranties are not true.

LICENSE TO YOU

Wheeli hereby grants to you, subject to the terms and conditions of these Terms of Use, a personal, nonexclusive, nontransferable, limited license (without the right to sublicense) to access and use the Services and/or Application (including updates and upgrades that replace or supplement it in any respect and which are not distributed with a separate license, and any documentation) solely for your personal use, subject to the limitations set forth below. These Terms of Use are limited to the intellectual property rights of Wheeli and its affiliates and licensors and do not include any rights to other patents or intellectual property. All rights not expressly granted herein are reserved by Wheeli.

You agree to protect the Services and/or Application, and their proprietary content, information and other materials, from any unauthorized access or use, and you agree that you will not use the Services and/or Application or such proprietary content, information or other materials except as expressly permitted herein or expressly authorized in writing by Wheeli. Except as specifically permitted herein or expressly authorized in writing by Wheeli, you agree that you will not directly or indirectly: (a) distribute, sell, transfer, rent, lease, sublicense or otherwise exploit the Services and/or Application in any unauthorized manner; or (b) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Services and/or Application, any updates, or any part thereof in any form or manner or by any means. You understand and agree that you are not permitted to: (x) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the Services and/or Application; (y) use any means to discover the trade secrets in the Services and/or Application; or (z) otherwise circumvent any functionality that controls access to or otherwise protects the Services and/or Application. Any attempt to do any of the foregoing is a violation of the rights of Wheeli and its affiliates and licensors. If you breach these restrictions, you may be subject to legal action and damages.


All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively “Proprietary Material”) that you see or read through the Services and/or Application is owned by Wheeli or its affiliates or licensors, excluding user generated content and Your Content (as defined herein) that Wheeli has the right to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Wheeli owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Material as a collective work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. You may not copy, download, use, redesign, reconfigure, or retransmit anything from the Services and/or Application without Wheeli’s express prior written consent and, if applicable, the prior written consent of the holder of the rights to the user-generated content. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior written consent of Wheeli and, if applicable, the holder of the rights to the user-generated content. The service marks and trademarks of Wheeli are service marks owned by Wheeli. Any other trademarks, service marks, logos and/or trade names appearing via the Services and/or Application are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.


LICENSE TO WHEELI

Subject to the terms of the Privacy Policy, you hereby grant to Wheeli a nonexclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sublicenseable license to access, use, reproduce, transmit, perform, display, modify, translate, excerpt (in whole or in part) adapt, publish and distribute any content that you post, upload, publish, submit or transmit to be made available through the Services and/or Application, including photographs, videos, ratings or reviews (“Your Content”). By posting or submitting Your Content to the Services and/or Application, including any publicly accessible blog or community forum we may make available (collectively “Forums”), you represent and warrant (a) that you own or otherwise control all of the rights to Your Content, including without limitation, all copyrights; (b) that Your Content is accurate; and (c) that use of Your Content does not violate these Terms of Use or the Privacy Policy and will not cause injury to any person or entity. We take no responsibility and assume no liability for any content or materials submitted or posted on the Services and/or Application, including in the Forums, by you or any third party. You acknowledge and agree that we have the right (but not the obligation) to do any or all of the following, at our sole discretion: (a) alter, remove or refuse to post or allow to be posted or stored any user-submitted or other content, material or message; (b) monitor and/or filter any of your communications through the Services and/or Application (including without limitation, by means of blocking or replacing expletives or other language that may be deemed harmful or offensive); and (c) disclose any submission or message or any communication through the Services and/or Application, and the circumstances surrounding the transmission thereof, to any third party in order to operate the Services and/or Application to (i) protect us and our employees, officers, directors, shareholders, agents, representatives, affiliates, users and visitors; (ii) comply with legal obligations or governmental requests; (iii) to enforce these Terms of Use; or (iv) for any other reason or purpose.


You hereby acknowledge that any and all (i) suggestions for correction, change and modification to the Services and/or Application and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to Wheeli by you (collectively “Feedback”), and all (ii) improvements, updates, modifications or enhancements, whether made, created or developed by Wheeli or otherwise relating to Services and/or Application (collectively, “Revisions”), are and will remain the property of Wheeli. You authorize Wheeli to treat any User Content as non-confidential and non-proprietary. You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grant you any right, title or interest in the Services and/or Application or in any such Feedback or Revisions. All Feedback and Revisions become the sole and exclusive property of Wheeli and Wheeli may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Wheeli any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback and Revisions. At Wheeli’s request, you will execute any document, registration or filing required to give effect to the foregoing assignment.


THIRD PARTY SITES, CONTENT AND SERVICES

The Application may contain links to other websites (“Third Party Sites”) as well as articles, photographs, text, graphics, pictures, designs, sound, video, information, and other content or items belonging to or originating from third parties (“Third Party Content”). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, veracity, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Application or any Third Party Content posted on or available through the Application, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of, linking to or permitting the use of any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by Wheeli. If you decide to leave the Application and access the Third Party Sites or to access or use any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Application or relating to any applications you use or install from the site.

You may register for the Services and/or Application using third party service providers (“Third Party Services”) and otherwise enable various Third Party Services to be directly integrated into your Wheeli experience. By directly integrating Third Party Services into the Services and/or Application, we make your online experiences richer and more personalized. By enabling Third Party Services within the Service, you permit us to pass data in connection with processing any payments (including your name, address, email address, bank account information or credit card information) and any data in connection with social networks (including any profile information and your email address) to Third Party Services for this purpose. For more information about the implications of activating Third Party Services and Wheeli’s use, storage, and disclosure of information related to you and your use of such services within the Service and/or Application, please see our Privacy Policy at [link to Privacy Policy]. Please remember that the manner in which Third Party Services use, store and disclose your information is governed solely by the policies of such Third Party Services. You should review the applicable terms and policies of Third Party Services, including privacy and data gathering practices. Wheeli shall have no liability or responsibility for the privacy practices or other actions of any Third Party Services or any other third party site or service that may be enabled within the Service and/or Application.


Payment processing services on Wheeli are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to use Wheeli, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Wheeli enabling payment processing services through Stripe, you agree to provide Wheeli accurate and complete information about you, and you authorize Wheeli to share it and transaction information related to your use of the payment processing services provided by Stripe.

COPYRIGHT COMPLAINTS AND COPYRIGHT AGENT

Termination of Repeat Infringer Accounts. Wheeli respects the intellectual property rights of others and requests that users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, Wheeli has adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the Service and/or Application who are repeat infringers. Wheeli may terminate access for participants or users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.



DMCA Take-Down Notices

If you are a copyright owner or an agent thereof and believe, in good faith, that any materials on the Application infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending the following information in writing to Wheeli’s designated copyright agent at Wheeli Corporation, 3333 Henry Hudson PKWY Suite #2G, Riverdale, NY, 10463:

1. The date of your notification;
2. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
3. A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
4. A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work;
5. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and/or email address;
6. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
7. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.



Counter-Notices

If you believe that Your Content that has been removed from the Application is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in Your Content, you may send a counter-notice containing the following information to our copyright agent using the contact information set forth above:

1. Your physical or electronic signature;
2. A description of the content that has been removed and the location at which the content appeared before it was removed;
3. A statement that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content; and
4. Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in the Southern District of New York and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Wheeli copyright agent, Wheeli may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may (in Wheeli’s discretion) be reinstated on the Application in 10 to 14 business days or more after receipt of the counter-notice.

DISCLAIMER OF WARRANTIES

The Application may be unavailable from time to time for maintenance or other reasons. Wheeli shall have no responsibility for any interruption, delay in operation or transmission, theft or destruction of, unauthorized access to, or alteration of, any content made available via the Application. Without limiting the foregoing, Wheeli, its affiliates or licensors warrant that access to the Services and/or Application will be uninterrupted or that the Services and/or Application will be error-free; nor do they make any warranty as to the results that may be obtained from the use of the Services and/or Application. None of Wheeli, its affiliates or licensors warrant that the Service and/or Application is free from viruses, worms, Trojan horses or other harmful components. None of Wheeli, its affiliates or licensors is responsible for the conduct, whether online or offline, of you or any user.


ALL USE OF THE SERVICES AND/OR APPLICATION IS ENTIRELY AT YOUR OWN RISK. THE SERVICES and/or Application AND ANY CONTENT AND INFORMATION PRESENTED ON THE SITE OR VIA THE SERVICES and/or Application ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, TIMELINESS, ACCURACY, COMPLETENESS, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR SAFETY. WHEELI MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICES and/or Application, OR THE CONTENT OF THE SERVICES AND/OR APPLICATION, INCLUDING ANY CONTENT, REPRESENTATIONS OR INFORMATION PROVIDED BY USERS, OR ANY WEBSITES LINKED TO THE SERVICES AND/OR APPLICATION AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, AND (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN. WHEELI DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE OR PRODUCT ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES and/or Application OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND WHEELI WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, OTHER THAN AS EXPRESSLY PROVIDED HEREIN. WHEELI DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY DRIVER OR PASSENGER WHO USES THE SERVICES AND/OR APPLICATION INCLUDING, WITHOUT LIMITATION, THE SAFETY RECORD, INSURANCE RECORD, DRIVING HISTORY, BACKGROUND (CRIMINAL OR OTHERWISE) OR HISTORY OF ANY PERSON, OR THE CONDITION OF ANY VEHICLE OPERATED BY ANY PERSON WHO USES THE SERVICES AND/OR APPLICATION.


You acknowledge that people participating in public or semi-public spaces on the Services and/or Application occasionally post content or material, or make statements, whether intentionally or unintentionally, that are inaccurate, defamatory, misleading, wrongful, illegal or deceptive. We neither endorse nor are responsible for such submissions or statements, or for any opinion, advice, information or other utterance made or displayed on the Services and/or Application by any third person. The opinions posted by others reflect solely the opinion(s) of those participants and do not necessarily reflect the opinion(s) of Wheeli. We have no obligation to monitor the Services and/or Application or any submissions or other materials that you or other third persons or parties transmit or post on the Services and/or Application.


SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.LIMITATION OF LIABILITY UNDER NO CIRCUMSTANCES WILL WHEELI OR ITS AFFILIATES OR ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR ANY LOSS OF PROFIT, REVENUE, GOODWILL, BUSINESS OPPORTUNITY OR ANTICIPATED SAVINGS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICES AND/OR APPLICATION, OR ANY OF THE APPLICATION CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE APPLICATION, OR FOR ANY PHYSICAL DAMAGE, BODILY INJURY, DEATH, EMOTIONAL DISTRESS OR DISCOMFORT ARISING OUT OF OR RELATING TO USE OF THE SERVICES AND/OR APPLICATION (INCLUDING, WITHOUT LIMITATION, ANY RIDE OBTAINED OR PROVIDED THROUGH THE SERVICES and/or Application), EVEN IF WHEELI IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, WHEELI SHALL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM OR IN RELATION TO THE DISCLOSURE OR DISPLAY OF ANY CONTENT YOU POST OR SUBMIT TO THE SERVICES AND/OR APPLICATION OR FROM ANY INTERACTIONS WITH WHEELI OR ANY OTHER USE OF THE SERVICES AND/OR APPLICATION. YOU ACKNOWLEDGE AND AGREE THAT WHEELI DOES NOT PROVIDE TRANSPORTATION SERVICES AND IS NOT A TRANSPORTATION CARRIER. WHEELI EXPRESSLY DISCLAIMS ANY LIABILITY RELATED TO ANY TRANSPORTATION SERVICES PROVIDED TO YOU, INCLUDING AS PASSENGER OR DRIVER, BY ANY USER OF THE SERVICES AND/OR APPLICATION.


YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH WHEELI’S SERVICES AND/OR APPLICATION IS TERMINATION AND DISCONTINUATION OF THE USE OF THE SITE AND SERVICES and/or Application.
YOU AGREE THAT THE ABOVE LIMITATIONS OF LIABILITY TOGETHER WITH THE OTHER PROVISIONS IN THESE TERMS OF USE THAT LIMIT LIABILITY ARE ESSENTIAL TERMS OF THESE TERMS OF USE AND THAT WHEELI WOULD NOT BE WILLING TO GRANT YOU THE RIGHTS SET FORTH IN THESE TERMS OF USE BUT FOR YOUR AGREEMENT TO THE ABOVE LIMITATIONS OF LIABILITY; YOU ARE AGREEING TO THESE LIMITATIONS OF LIABILITY TO INDUCE WHEELI TO GRANT YOU THE RIGHTS SET FORTH IN THESE TERMS OF USE.

If you have a dispute with one or more Users or any other third party resulting from or arising out of or in connection with your use of the Service and/or Application, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from 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. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Some states do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Indemnification

You hereby agree to indemnify, defend, and hold harmless Wheeli, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates, from and against any and all claim, loss, expense or demand of liability, including attorneys’ fees and costs incurred, in connection with your violation of these Terms of Use or your use of or inability to use the Services and/or Application. Wheeli reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of Wheeli.



Dispute Resolution – Arbitration, No Class Actions


ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THESE TERMS OF USE OR THE SERVICES AND/OR APPLICATION WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act (“FAA”) and federal arbitration law apply to these Terms of Use.


THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THE TERMS OF THESE TERMS OF USE AS A COURT WOULD.


If you intend to seek arbitration you must first send written notice to Wheeli’s Customer Service Center of your intent to arbitrate (“Notice”). The Notice to Wheeli should be sent by any of the following means: (i) electronic mail to info@wheeli.us; or (ii) sending the Notice by U.S. Postal Service certified mail to Henry Hudson PKWY Suite #2G, Riverdale, NY, 10463. The Notice must (x) describe the nature and basis of the claim or dispute; and (y) set forth the specific relief sought. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. The seat or legal place of arbitration shall be New York, New York.



Except as otherwise provided for herein, Wheeli may elect to pay all AAA filing, administration and arbitrator fees. If, however, the arbitrator finds that either the substance of your claim or the relief sought is improper or not warranted, as measured by the standards set forth in Federal Rule of Civil Procedure 11(b), then the payment of all such fees shall be governed by the AAA Rules. In such case, you agree to reimburse Wheeli for all monies previously disbursed by us that are otherwise your obligation to pay under the AAA Rules. If the arbitrator grants relief to you that is equal to or greater than the value of your demand, Wheeli shall reimburse you for your reasonable attorneys’ fees and expenses incurred for the arbitration.


WE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration we EACH WAIVE ANY RIGHT TO A JURY TRIAL. We also both agree that you or we may bring suit in court for injunctive relief, including to enjoin infringement or other misuse of intellectual property rights.

GOVERNING LAW

These Terms of Use are governed by the FAA and the laws in force in the State of New York and shall be interpreted according to the FAA and the internal laws of such State, without reference to principles of conflicts of laws or choice of law rules.


MISCELLANEOUS Provisions

Termination and Suspension

If you violate the letter or spirit of these Terms of Use, or otherwise create risk or possible legal exposure for Wheeli, we can stop providing all or part of the Services and/or Application to you. We will notify you by email or at the next time you attempt to access your account. You may also delete your account at any time. In all such cases, these Terms of Use shall terminate, but the following provisions will still apply: Disclaimer of Warranties, Limitation of Liability, Modification of Terms of Use, Governing Law; Venue and Jurisdiction and Miscellaneous Provisions.


Whole Agreement

These Terms of Use set forth the entire understanding between you and Wheeli with respect to the matters contained herein and there are no promises, covenants or undertakings other than those expressly set forth herein.


Assignment

The rights granted to you under these Terms of Use are not assignable or transferable, in whole or in part. Any attempt to transfer these Terms of Use without the written consent of Wheeli shall be void and of no force and effect. Wheeli may freely assign these Terms of Use, whether to an affiliate or to another entity in connection with a corporate transaction or otherwise. These Terms of Use will inure to the benefit of and will be binding upon each party’s successors and assigns. Relationship. No independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Terms of Use.

Waiver

No delay or omission by Wheeli to exercise any right or power occurring upon any noncompliance or default by you with respect to any of the terms of these Terms of Use shall impair any such right or power or be construed to be a waiver thereof. Any waiver by Wheeli of any covenant, condition, or agreement to be performed by you shall not be deemed to be a waiver of any prior or subsequent breach of the same, or of any other covenant, condition, or agreement hereunder. Unless stated otherwise, all remedies provided for these Terms of Use shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.

Modification

We can amend these Terms of Use at any time and will update these Terms of Use in the event of any such amendments. It is your sole responsibility to check the Application from time to time to view any such changes in the Terms of Use. If you continue to use the Application, you signify your agreement to our revisions to these Terms of Use. However, we will notify you of material changes to the terms by posting a notice on our homepage and/or sending an email to the email address you provided to us upon registration1.

Unless we designate a different date for effectiveness, such changes will be effective when notice is given to you, and notice will be considered given when such notice is indicated and accessible from our homepage and/or sending an email to the email address you provided to us upon registration. You agree that the amended terms and conditions of these Terms of Use shall be effective and binding on you upon the effective date indicated in such notice or on such other date as Wheeli may designate in its notice.

Severability. If any term, provision, covenant or condition of these Terms of Use is held invalid or unenforceable for any reason, the remainder of the provisions will continue in full force and effect as if these Terms of Use had been executed with the invalid portion eliminated. The parties further agree to substitute for the invalid provision a valid provision that most closely approximates the intent and economic effect of the invalid provision. The headings and captions contained herein will not be considered to be part of these Terms of Use but are for convenience only.

Notices. Any notices or communication required or permitted to be given to you shall be in writing and shall be sufficiently given if delivered by email or mailed to you at the email or postage address provided to Wheeli in your completed registration or as updated by you and on file with Wheeli. Any notices or communication required or permitted to be given to Wheeli shall be in writing and shall be sufficiently given if delivered via email or mailed as follows:


Wheeli Corporation
Email: info@wheeli.us

Any notice delivered via email shall be deemed to have been received on the first business day after which it was sent, unless the sending party is notified that the email address is invalid. Any notice sent by letter shall be deemed to have been received on the fourth business day after it was posted.
Mobile Services. While accessing the Application via your mobile device, please be aware that your carrier’s normal rates and fees will apply.