1. Contractual Relationship

 These Terms of Use (“Terms”) explain how you, an individual, can access or use applications, websites, content, products, and services (the “Services”) offered by Yarr Ride, a private limited liability company based in Australia with offices at 41, Broklyn VIC 3012, Melbourne, and registered with the Regulator, Australian Securities & Investments Commission under number ACN 664 896 084 (” YAR RIDE PTY. LTD.”).

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.

By accessing and using the Services, you agree to abide by these Terms & Conditions. This creates a legal contract between yourself and Yarra Ride. You can’t use or access the Services if you don’t agree to these Terms. All previous agreements or plans with you are cancelled by these terms. Yarra Ride can end these Terms & Conditions or any Services with you right away, stop offering the Services or any part of them, or block your access to them at any time and for any reason.

Some Services may have extra rules, like policies for a certain event, activity, or promotion. These extra rules will be explained to you along with the relevant Services. Supplemental terms are added to the Terms and are considered to be a part of them for the Services in question. If there is a conflict between these Terms and the extra terms, the extra terms will apply to the Applicable Services.

From time to time, Yarra Ride may change the Terms for the Services. Changes will take effect when Yarra Ride posts the updated Terms here or the updated policies or additional terms on the relevant Service. If you keep using or accessing the Services after this posting, you agree to be bound by the Terms as they have been changed.

In connection with the provision of the Services, we may collect and use your personal information in the ways described in Yarra Ride’s Privacy Policy, available at https://www.yarraride.com/privacy-policy. If there is a complaint, dispute, or conflict, which may include an accident, between you and a Third Party Provider (including a transportation network company driver), and such information or data is necessary to resolve the complaint, dispute, or conflict, Yarra Ride may provide the necessary information (including your contact information) to a claims processor or an insurer.

2. The Services

Users of Yarra Ride’s mobile applications or websites provided as part of the Services (each, a “Application”) can use the Services as a technology platform to book transportation and/or logistics services from third party providers (such as third party transportation providers and third party logistics providers under agreement with Yarra Ride or certain of Yarra Ride’s affiliates; collectively, “Third Par”). Yarra Ride provides the Services to you for your own personal, noncommercial use, unless Yarra Ride and you have otherwise agreed in a separate written agreement. YOU AGREE THAT Yarra Ride IS NOT A TRANSPORTATION CARRIER AND DOES NOT PROVIDE TRANSPORTATION OR LOGISTICS SERVICES, AND THAT ALL SUCH TRANSPORTATION OR LOGISTICS SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY Yarra Ride OR ANY OF ITS AFFILIATES.

License

Subject to your compliance with these Terms, Yarra Ride grants you a limited, non-exclusive, non-sub licensable, revocable, and non-transferable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information, and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. This license is granted subject to your compliance with these Terms. Yarra Ride and its licensors retain ownership of any and all rights that are not specifically granted in this document.

Restrictions

Except as expressly permitted by Yarra Ride, you may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare infringing copy based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise utilize the Services; and (iii) decompile, reverse engineer or detach the Services, but apart from as may be permitted by relevant law. (iv) link to, mirror, or frame any part of the Services; (v) cause or launch any programs or scripts to scrape, index, survey, or otherwise data mining from any part of the Services or to overburden or hinder the operation and/or functionality of any part of the Services; or (vi) try to get unauthorized access to or damage any part of the Services or its related systems or networks.

Provision of the Services.

You agree that some parts of the Services may be made available under Yarra Ride’s different transportation or logistics brands or request options, such as the transportation request brands that are currently called “Yarra Ride.” You also agree that the Services may be made available under such brands or request options by or in connection with: (i) certain of Yarra Ride’s subsidiaries and affiliates; or (ii) independent Third Party Providers, such as drivers for transportation network companies, holders of transportation charter permits, or holders of similar transportation permits, authorizations, or licenses.

 Third Party Services and Content

The Services may be made available or accessed through third-party services, content, and advertising that Yarra Ride does not control. You agree that the terms of service and privacy policies for these third-party services and content may be different from what you’re used to. These third-party services and content are not backed by Yarra Ride, and Yarra Ride is not responsible or liable for any products or services that these third-party providers offer. Also, Apple Inc., Google Inc., Microsoft Corp., and/or their international subsidiaries and affiliates will be third-party beneficiaries of this contract if you access the Services using Applications made for Apple iOS, Android, Microsoft Windows, mobile devices, respectively. These third-party beneficiaries are not a part of this contract, and they have nothing to do with the Services or how they are provided or supported. When you use these devices to access the Services, you must follow the rules set out in the terms of service for the third party beneficiary in question.

Ownership.

The Services, as well as any and all rights associated with them, are and will continue to be the property of Yarra Ride or the property of Yarra Ride’s licensors. Neither these Terms nor your use of the Services will convey or grant to you any rights: I in or related to the Services, with the exception of the limited license granted above; or (ii) to use or reference in any manner Yarra Ride’s company names, logos, product and service names, trademarks or services marks, or those of Yarra Ride’s licensors. This includes any and all intellectual property rights that may exist in connection with the Services.

3. Your Use of the Services

User Accounts

You must sign up for and keep an active personal user Services account (“Account”) in order to use most of the Services. To get an Account, you must be at least 18 years old or the age of legal majority in your country, if it’s not 18. You have to give Yarra Ride your name, address, mobile phone number, and age when you sign up for an account. You also have to give Yarra Ride at least one valid payment method (either a credit card or accepted payment partner). You agree to keep the information in your Account correct, complete, and up-to-date. If you don’t keep your Account information accurate, complete, and up to date, like if you have an invalid or expired payment method on file, you might not be able to use the Services or Yarra Ride might end these Terms with you. You are responsible for everything that happens on your Account, and you agree to keep your Account username and password safe and secret at all times. You can only have one Account, unless Yarra Ride says otherwise in writing.

User Requirements and Conduct

People under the age of 18 are not allowed to use the Service. You can’t give other people permission to use your Account, and you can’t let people under 18 get transportation or logistics services from Third Party Providers unless you’re with them. You can’t give your Account to someone else or transfer it in any other way. When you use the Services, you agree to follow all laws, and you can only use the Services for legal reasons (e.g., no transport of unlawful or hazardous materials). You won’t use the Services in a way that makes the Third Party Provider or anyone else unhappy or causes damage to their property. In some situations, you may be asked to show proof of identity to access or use the Services. You agree that if you don’t show proof of identity, you may not be able to access or use the Services.

 Text Messaging

By making an Account, you agree that the Services can send you text (SMS) messages as part of how they normally work. You can stop getting text (SMS) messages from Yarra Ride at any time by following the instructions at https://www.yarraride.com. You understand that if you choose not to get text (SMS) messages, it may change how you use the Services.

Promotional Codes

Yarra Ride may, at its sole discretion, make promotional codes that can be redeemed for Account credit, or other features or benefits related to the Services and/or a Third Party Provider’s services, subject to any additional terms that Yarra Ride sets per promotional code (“Promo Codes”). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a legal way; (ii) cannot be copied, sold, or transferred in any way, or made available to the general public (whether posted on a public form or otherwise), unless Yarra Ride gives you permission to do so; (iii) Yarra Ride can turn them off at any time for any reason without having to explain why; (iv) they can only be used according to the rules that Yarra Ride sets for each Promo Code; (v) they can’t be exchanged for cash; and (vi) they may expire before you can use them. Yarra Ride has the right to hold back or take away credits or other features or benefits that you or another user got from Promo Codes if Yarra Ride finds or thinks that the Promo Code was used or redeemed in error, fraudulently, illegally, or in a way that goes against the terms of the Promo Code or these Terms.

User Provided Content

Yarra Ride may, at its sole discretion, let you submit, upload, publish, or otherwise make available to Yarra Ride through the Services textual, audio, and/or visual content and information (“User Content”), such as comments and feedback about the Services, support requests, and entries for contests and promotions. Any User Content you add stays yours. But if you give Yarra Ride User Content, you give Yarra Ride a licence that is worldwide, permanent, irrevocable, transferable, and free of royalties, with the right to sublicense, use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise profit from such User Content in any way, in all formats and distribution channels now known or hereafter created (including in connection with the Services and Yarra Ride’s business and on third-party sites and services), without further notice to or consent from you, and without having to pay you or anyone else.

You represent and guarantee that: (i) you are either the sole exclusive and owner of all User Content, or you have all rights, licenses, consents, and releases required to allow Yarra Ride the license to the User Content as described above; and (ii) Any User Content you submit, upload, publish, or otherwise make available through the Services, and any use of such User Content by Yarra Ride as permitted herein, will not infringe, misappropriate, or violate the intellectual property or proprietary rights, or the rights of publicity or privacy, of any third party, or outcome in the breach of any applicable law or regulation.

You agree not to submit any User Content that Yarra Ride deems to be defamatory, libellous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, in its sole discretion, regardless of whether such content is legally protected. Yarra Ride reserves the right, but has no obligation, to review, monitor, or remove any User Content at any time and for any reason, with or without prior notice to you.

Network Access and Devices

To use the Services, it is up to you to get the data network access you need. If you access or use the Services from a wireless-enabled device, you may have to pay the data and messaging rates and fees of your mobile network. You are responsible for these rates and fees. You are responsible for getting and keeping up-to-date any hardware or devices that you need to use the Services, Applications, and any updates to them. Yarra Ride doesn’t promise that the Services, or any part of them, will work on a certain piece of hardware or device. The Services may also be affected by problems and delays that come with using the Internet and electronic communication.

4. Payment

You know that if you use the Services, you may have to pay for the services or goods you get from a third party (“Charges”). After you get services or goods through the Service, Yarra Ride will help you pay the Charges on behalf of the Third Party Provider as the Third Party Provider’s limited payment collection agent. If you pay for the Charges in this way, it will be the same as if you paid the Third Party Provider directly. Taxes that are required by law will be added to the prices. You can’t get your money back once you’ve paid for something, unless Yarra Ride says otherwise. You still have the right to ask a Third Party Provider for lower Charges for services or goods you get from that Third Party Provider at the time you get those services or goods. If a Third Party Provider asks Yarra Ride to change the Charges for a specific service or good, Yarra Ride will do so. All Charges are due right away, and Yarra Ride will help you pay using the preferred method you set up in your Account. After you pay, Yarra Ride will send you an email receipt. If your primary Account payment method is found to be expired, invalid, or otherwise unable to be charged, you agree that Yarra Ride, as the Third Party Provider’s limited payment collection agent, may use a secondary Account payment method, if one is available.

As between you and Yarra Ride, Yarra Ride reserves the right to set, remove, and/or change Charges for any or all services or goods obtained through the use of the Services at any time and in its sole discretion. Also, you understand and agree that the Charges that apply in certain geographic areas may go up a lot when demand is high. Yarra Ride will do what it can to let you know about Charges that may apply, but you will be responsible for Charges made on your Account whether or not you know about them or how much they are. Yarra Ride may offer special deals and discounts to some users from time to time. This could mean that different people are charged different amounts for the same or similar services or goods they get through the Services. You agree that these special deals and discounts will not affect your use of the Services or the Charges you have to pay unless they are also available to you. You can cancel your request for services or goods from a Third Party Provider at any time before that Third Party Provider arrives, but you may be charged a cancellation fee.

The goal of this payment plan is to give the Third Party Provider full payment for the services or goods they provided. Yarra Ride does not give any part of your payment to the Third Party Provider as a tip or gratuity, except for taxi services requested through the Application. Any statement by Yarra Ride (on Yarra Ride’s website, in the Application, or in Yarra Ride’s marketing materials) that tipping is “voluntary,” “not required,” or “included” in the payments you make for services or goods does not mean that Yarra Ride gives the Third Party Provider more than the amounts listed above. You understand and agree that you are not required to give extra money as a tip to any Third Party Provider who gives you services or goods through the Service, but you can if you want to. Tips are not required. After you’ve used the Service to get services or goods, you’ll be able to rate your experience and leave more feedback about your Third Party Provider.

Repair or Cleaning Fees

You are responsible for the cost of repairing damage to Third Party Provider vehicles and property or cleaning them up that goes beyond normal “wear and tear” and is caused by your use of the Services through your Account (“Repair or Cleaning”). If a Third Party Provider tells Yarra Ride that it needs Repair or Cleaning and Yarra Ride decides, in its reasonable discretion, that the Repair or Cleaning request is true, Yarra Ride reserves the right to pay the reasonable cost of such Repair or Cleaning on behalf of the Third Party Provider using the payment method you’ve set up in your Account. These amounts will be given to the Third Party Provider by Yarra Ride and cannot be refunded.

5. Disclaimers; Limitation of Liability; Indemnity.

 DISCLAIMER

SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YARRA RIDE DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET FORTH IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YARRA RIDE FURTHER DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES WILL BE AVAILABLE. THE QUALITY, SUITABILITY, SAFETY, OR COMPETENCE OF ANY THIRD-PARTY PROVIDERS IS NOT GUARANTEED BY YARRA RIDE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT ALL RISK ASSOCIATED WITH YOUR USE OF THE SERVICES AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH IS SOLELY WITH YOU.

LIMITATION OF LIABILITY.

EVEN IF YARRA RIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, YARRA RIDE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNE EVEN IF YARRA RIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, YARRA RIDE SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY, OR LOSSES ARISING OUT OF I YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES, OR (II) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER. IN THE EVENT OF A DELAY OR FAILURE IN PERFORMANCE DUE TO CIRCUMSTANCES BEYOND YARRA RIDE’S CONTROL, YARRA RIDE WILL NOT BE HELD LIABLE. YOU UNDERSTAND THAT SOME REQUEST BRANDS MAY CONNECT YOU WITH UNLICENSED OR UNAUTHORISED THIRD-PARTY TRANSPORTATION PROVIDERS THAT OFFER RIDESHARING OR PEER-TO-PEER TRANSPORTATION SERVICES. YARRA RIDE’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES, REGARDLESS OF THE FOUNDATION FOR THE ACTION, SHALL IN NO EVENT EXCEED $500.

YOU ACKNOWLEDGE AND AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, YARRA RIDE HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS, OR LOGISTICS SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS THAT YOU REQUEST AND SCHEDULE THROUGH THE SERVICES.

THE DISCLAIMER AND LIMITATIONS IN THIS SECTION 5 ARE NOT MEANT TO CHANGE OR LIMIT YOUR RIGHTS AS A CONSUMER THAT CAN’T BE TAKEN AWAY BY LAW.

 Indemnity.

You consent to defend, indemnify, and hold Yarra Ride, its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), resulting from or connected with any of the following: (i) your use of the Services or products acquired through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Yarra Ride’s use of your User Content; or (iv) Your breach of any third party’s rights, including that of the rights of Third Party Providers.

6. Governing Law; Arbitration.

The laws of the country where the service is used, excluding its rules on conflicts of laws, shall exclusively control and be construed in line with these Terms, unless otherwise specified in these Terms. It is not applicable to use the Vienna Convention on the International Sale of Goods of 1980 (CISG). Any argument, conflict, claim, or controversy that arises out of, in connection with, or otherwise relates to the Services or these Terms (any “Dispute”) must first be voluntarily referred to mediation under the International Chamber of Commerce Mediation Rules (“ICC Mediation Rules”). The International Chamber of Commerce’s (“ICC”) Rules of Arbitration (“ICC Arbitration Rules”) will be used to arbitrate the dispute if it hasn’t been resolved after sixty (60) days have passed since the submission of a mediation request pursuant to those ICC Mediation Rules. The Emergency Arbitrator provisions of the ICC Rules are not applicable. The Dispute shall be resolved by One (1) arbitrator, who will be chosen in accordance with the ICC Rules, will decide the dispute. Without restricting any rights, you may have under Australian count of law. The existence and specifics of the mediation and arbitration proceedings, including all submissions of documents and briefs by the parties, correspondence with and to the International Chamber of Commerce, communications from the mediator, and communications, orders, and awards made by the sole arbitrator, shall be kept strictly confidential and shall not be disclosed to any third party without the other party’s express written consent, unless: (i) When conducting the mediation or arbitration proceedings, it is reasonable to demand the third party to be informed; and (ii) The third party agrees in writing that they will be bound by the obligation of secrecy stated here.

7. Other Provisions

 Claims of Copyright Infringement.

Copyright claims should be sent to the agent that Yarra Ride has chosen. Please visit https://www.yarraride.com  for the designated address and more information.

 Notice.

Yarra Ride can let you know by posting a general notice on the Services, sending you an email to the address you put in your Account, or sending you a letter to the address you put in your Account. You can send a notice to Yarra Ride something by writing a letter to 41, Brooklyn VIC 3012, Melbourne, Australia.

General.

You can’t give or sell these Terms, in whole or in part, to someone else without Yarra Ride’s written permission first. You give Yarra Ride permission to sell or give away these Terms in whole or in part, including to: (i) a branch or related company; (ii) a person or company that buys Yarra Ride’s shares, business, or assets; or (iii) a successor through a merger. As a result of the contract between you and Yarra Ride or your use of the Services, there is no joint venture, partnership, employment, or agency relationship between you, Yarra Ride, or any Third Party Provider.

If any provision of these Terms is found to be illegal, invalid, or unenforceable, in whole or in part, under any law, that provision or part of it will be treated as not being part of these Terms, but the other provisions will still be legal, valid, and enforceable. In that case, the parties will replace the illegal, invalid, or unenforceable provision or part of it with a provision or part of it that is legal, valid, and enforceable and has, as much as possible, the same effect as the illegal, invalid, or unenforceable provision or part of it, given the content and purpose of these Terms. These Terms are the whole agreement and understanding between the parties about the subject matter. They replace and take the place of any previous or current agreements or commitments about the subject matter. “Including” and “include” in these Terms mean “including, but not limited to.”

For any information or clarifications, you can contact us at info@yarraride.com