Lyft Business Terms of Service
Last Updated: April 20, 2022
These Lyft Business Terms of Service (“LB Terms”) constitute a legally binding agreement by and between the company identified within this sign-up page or the contract into which these LB Terms are incorporated (“Customer”, “You”) and Lyft, Inc. (“Lyft”) (each, a “party” and together, the “parties”). If you are registering for a Customer Account or using the LB Services on behalf of an organization, you are agreeing to this Agreement for that organization and representing and warranting to Lyft that you have the authority to bind that organization to this Agreement. These LB Terms set forth the terms under which Customer may access and use the Lyft Platform and the LB Services (as defined below) to request transportation and to administer, manage, and view transportation activity.
Customer’s access to and use of the LB Services is subject to these LB Terms, as may be modified or updated by Lyft from time to time, effective upon the Last Updated date at the top of the LB Terms, and the LB Product Descriptions, which are expressly incorporated herein, (collectively, the “Agreement”). Lyft will provide Customer with notice of any material modifications or updates to the LB Terms through the email Lyft has on file, or through the Customer Account, and by updating the date at the top of these LB Terms. Customer is responsible for updating contact information through the Customer Account and regularly reviewing these LB Terms and the LB Product Descriptions for updates from Lyft. Continued use of the LB Services from and after the Last Updated date at the top of these LB shall constitute Customer’s consent to such changes. Capitalized terms used but not otherwise defined in these LB Terms have the respective meanings ascribed to them in the LB Product Descriptions.
By entering into this Agreement, registering for a Customer Account, and/or by using or accessing the LB Services, You expressly acknowledge and agree that You understand this Agreement and accept all of its terms. You further acknowledge and agree that if You or the entity accessing the LB Services is a Covered Entity or a Business Associate of a Covered Entity as those terms are defined by the Health Insurance Portability and Accountability Act of 1996, as amended, (“HIPAA”) and You or such entity uses the LB Services to enable Riders to receive access to Rides to and/or from healthcare services, which may include COVID-19 vaccinations, mental health, or general medical care, and discloses Protected Health Information (as defined by HIPAA) to Lyft, then Lyft’s Business Associate Agreement shall apply and is incorporated herein and shall form part of this Agreement between You and Lyft. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE LYFT PLATFORM AND LB SERVICES.
If You use the Lyft Platform or the LB Services in a country other than the United States of America, You agree that Your use of the Lyft Platform and the LB Services in that country will be subject to this Agreement and the applicable country-specific terms, if any.
- “Administrator(s)” means any agent authorized by Customer to serve as a Customer Account administrator.
- “Affiliate” is any entity or person that controls Customer, is controlled by Customer, or is under common control with Customer, such as a subsidiary or parent company.
- “Charges” means Quoted Fare or Variable Fare, Additional Fees, Third-Party Fees, Business Services Fee, and tips as applicable to the specific LB Services. The LB Product Descriptions define Quoted Fare, Variable Fare, Additional Fees, Third-Party Fees, and Business Services Fee.
- “Customer Account” means a central Lyft account and its related sub-accounts established for Customer in connection with its use of one or more LB Services.
- “Customer Personnel” means any employees, agents, and/or contractors of Customer.
- “Driver(s)” means independent third-party person(s) authorized to provide driving services using their personal vehicles on the Lyft Platform. Drivers are users of the Lyft Platform and not employees, subcontractors, representatives, or agents of Lyft; rather, Drivers provide driving services at their own direction and control.
- “Law” means any statute, law, ordinance, regulation, rule, judgment or order of a government, court, or tribunal of competent jurisdiction, including, without limitation, any data protection laws, privacy laws, any laws that require Customer to obtain consent from a Rider or provide notice to a Rider in connection with the LB Services, the U.S. Foreign Corrupt Practices Act, rules established by the Federal Communications Commission, any federal or state anti-spam statute or regulation, including the CAN SPAM Act of 2003 (“CAN-SPAM Act”), or any federal or state statute or regulation prohibiting the dissemination of unsolicited communications, including the Telephone Consumer Protection Act of 1991 (“TCPA”).
- “LB Portal” means an online portal owned or operated by Lyft that provides Customer access to authorized LB Services in connection with the Customer Account.
- “LB Product Descriptions” means descriptions of the LB Services and terms with respect to use of the LB Services, which can be found at https://go.lyftbusiness.com/product-descriptions, as may be updated by Lyft from time to time and are hereby incorporated into this Agreement by reference.
- “LB Services” includes, without limitation, Business Profiles, Concierge, Lyft Pass, the LB Portal, and any future products and/or services offered by Lyft.
- “Lyft App” means the Lyft mobile application.
- “Lyft Platform” means Lyft’s multi-modal transportation-as-a-service platform which allows Riders and Administrators the opportunity to submit a Ride Request from one location to another by being matched to a Driver with available space in their personal vehicle.
- “Lyft Terms of Service” means Lyft’s terms of service governing a Rider’s and Driver’s use of the Lyft Platform, which can be found at https://www.lyft.com/terms, and may be updated from time to time by Lyft.
- “Request” means a request via the Lyft Platform or Lyft App for transportation from one location to another location.
- “Ride(s)” means driving services that are provided by Drivers. Each Ride begins when the Rider enters a Driver’s vehicle, and the Ride ends when the Rider exits the vehicle. Lyft does not provide Rides; rather, Lyft enables the matching of Drivers and Riders through the Lyft Platform.
- “Rider(s)” means person(s) who submits a Ride Request, or for whom a Ride Request is submitted, through the Lyft App or using the Lyft Platform.
2. LB Services and Applicable Terms
- Discounts. If Lyft chooses to provide Customer with any discounts, Lyft does so at its own discretion and may terminate such discounts at any time without notice to Customer, unless agreed otherwise by the parties in a signed agreement.
- Customer Account. To access the LB Services, Customer must create a Customer Account and provide true, accurate, current, and complete information as requested during the account creation process. Customer must also ensure that information is true, accurate, current, and complete throughout the Term. Customer is solely responsible for all use (whether or not authorized) of the LB Services under the Customer Account, and for all acts and omissions of anyone that has access to such Customer Account, as well as all Charges generated under such Customer Account, except to the extent such use is caused by Lyft’s unauthorized use of the Customer Account, gross negligence, or willful misconduct. Customer agrees to take all reasonable precautions to prevent unauthorized access to or use of the LB Services or the Customer Account and will notify Lyft promptly upon the discovery of any known or suspected unauthorized or fraudulent activity occurring under the Customer Account. Lyft will not be liable for any loss or damage arising from unauthorized or fraudulent use of the Customer Account, except to the extent caused by Lyft’s gross negligence or willful misconduct.
- Affiliates. If applicable to Customer, Affiliates may utilize the LB Services pursuant to the terms of this Agreement, provided that the terms of this Agreement apply to such Affiliates. Customer and Customer’s Affiliates shall be jointly and severally responsible for the acts and omissions of Customer’s Affiliates in connection with their use of the LB Services, including, but not limited to, breach of this Agreement. Any claim from Customer’s Affiliates use of the LB Services pursuant to this Agreement may be brought against Lyft only by Customer on Customer’s Affiliates’ behalf. Additionally, Lyft may bring claims for violation of this Agreement by Customer’s Affiliates against such Affiliate, Customer, or both, at Lyft’s sole discretion.
3. Concierge Ride Requests
- Ride Request. The Driver who accepted the Request may contact the Rider via various communication methods, including, but not limited to, the calling or texting features within the Lyft App, to provide updates on the Request or otherwise related to the Ride.
- Exclusions. In the sole discretion of Lyft, Lyft may prohibit Customer from requesting Rides through Concierge for a Rider if Lyft reasonably believes such Rider has violated the Lyft Terms of Service or engaged in conduct that may pose a risk to the safety of a Driver or other third party.
Customer shall not, and shall not authorize others to, (i) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Lyft Platform and/or the LB Services; (ii) use the Lyft Platform, the LB Services, and/or the data received from the LB Services in violation of applicable Law, third party rights, and/or this Agreement; (iii) sublicense, repackage, lease, rent, sell, give or otherwise transfer or provide the Lyft Platform and/or the LB Services to any unaffiliated third party except as may be provided in this Agreement; (iv) replicate or modify the Lyft Platform, the LB Services and/or their elements, except as expressly permitted hereunder or in any applicable API terms made available by Lyft; (v) use incorrect or outdated Rider information in connection with this Agreement; (vi) interfere with, modify or disable any features or functionality of the Lyft Platform and/or the LB Services; (vii) transmit files, documents, or any other material that contains viruses, Trojan horses, spyware, worms or any other malicious, harmful, or deleterious programs; (viii) use the LB Services and/or Lyft Platform in connection with unsolicited, unwanted, or harassing communications (commercial or otherwise), including, but not limited to, phone calls, SMS messages, chat, voice mail, or video; and/or (ix) use the LB Services to submit Requests for Riders who are less than eighteen (18) years of age, unless such Rider is accompanied by a person who is eighteen (18) years of age or older.
5. Charges and Payment
- Payment Obligations. As applicable to the specific LB Services, Customer and/or Rider will be liable for all Charges incurred through use of the Lyft Platform. Lyft offers billing and payment options for each LB Service, as such options generally are described in the LB Product Descriptions.
- Cancellations, No-Show Fees, and Other Fees. As applicable to the specific LB Services, Customer and/or Rider will be liable for all Additional Fees and Third-Party Fees (as defined in the LB Product Descriptions).
- Payment Card. For Charges that are paid via payment card, Customer is responsible for either (i) enabling auto-recharge on the Customer Account or (ii) ensuring that the Customer Account has a sufficient positive balance to cover the Charges due. Customer expressly acknowledges and agrees that Lyft may use a third-party intermediary to process credit and debit card payments, in which case such third-party intermediary will have access to, store, and use Customer’s billing data as necessary to process its payment.
- Invoicing. For payments via invoicing, Lyft will invoice Customer for all applicable Charges on a monthly basis. All invoices shall be paid, without offset or deductions, within thirty (30) days of the date of invoice. If Customer is overdue on any payment, Lyft may (i) assess, and Customer will pay, a late fee of the lesser of 1.5% per month of the overdue amounts or the maximum amount allowable by law, and/or (ii) suspend the LB Services associated with Customer's account until such non-payment is corrected. Any Customer purchase order document or other similar document shall be construed solely as evidence of Customer’s internal business processes, and the terms and conditions contained therein shall be void and of no effect with regard to this Agreement.
- Taxes. Customer shall be responsible for the payment of any applicable direct or indirect sales or use taxes or any value added or similar taxes payable, arising out of or in connection with this Agreement (collectively, “Taxes”), other than taxes based upon Lyft's income. If Lyft pays any such Taxes on behalf of Customer, Lyft shall invoice Customer for such Taxes, and Customer agrees to pay such Taxes in accordance with this Agreement.
- Suspension. If the Charges generated by Customer’s use of the Lyft Platform or the LB Services exceed any payment card limit, or if Customer otherwise fails to pay any amounts due under this Section 6, without prior notice to Customer, Lyft may suspend or limit Customer’s access to the Lyft Platform for such Customer Account until such non-payment is corrected. Lyft will have no liability for any damage, losses (including any loss of data or profits) or any other consequences that Customer may incur in connection with any suspension of the Lyft Platform and/or the LB Services pursuant to this Section 6.
6. Proprietary Rights
- Ownership. Lyft and its affiliates are and shall remain the owners of all right, title and interest in and to the Lyft Platform and the LB Services, including updates, enhancements, and new versions thereof, all data related to the use of the Lyft Platform and the LB Services, and all related documentation and materials provided or available to Customer or any Rider in connection with this Agreement.
- Feedback. Customer acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or other information about Lyft, the Lyft Platform, and/or the LB Services (“Feedback”) provided by Customer or any Rider to Lyft are optional, anonymized, non-confidential and shall become the sole property of Lyft. Lyft shall have exclusive rights to Feedback, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without notice, acknowledgment or compensation to Customer or any Rider.
- Use of Marks. During the Term and subject to the terms of this Agreement, Customer grants to Lyft a non-exclusive, limited, revocable right to use and display Customer's name and logo (the “Customer Marks”) and Customer’s Use Case(s) (as defined below) on its website, in its earnings calls, in press releases, and in other promotional materials solely in connection with its activities under this Agreement. A “Use Case” means a general description of how Customer uses the Lyft Platform and the LB Services (e.g., corporate travel). All such use of the Customer Marks will be in accordance with Customer's usage guidelines as provided by Customer, if any, and will inure to the benefit of Customer. Customer may not use Lyft’s name, logo, and other Lyft’s trademarks (the “Lyft Marks”), whether registered or not, without Lyft’s prior written consent. Customer will not, at any time, misrepresent its relationship with Lyft. Customer will not make any statements pertaining to Lyft, its affiliates, the Lyft Marks, Lyft’s products or services or any other event or occurrence involving Lyft, if such statements may negatively affect Lyft’s reputation, present Lyft in the negative light, claim any rights in the Lyft Marks, degrade the distinctiveness of the Lyft Marks or disparage or misrepresent Lyft, its products or services.
7. Notice and Consents
- Notices. As applicable to the LB Services, Customer is obligated to notify, and shall notify, Riders that Customer will receive information related to certain Rides, including but not limited to, for example, name of Rider, time of Ride, and Ride cost. Customer agrees that Riders who do not have a Lyft account for whom Customer requests Rides via Concierge consent to the following terms: “By accepting Lyft Concierge Ride services, you consent to Lyft’s Terms of Service, which is available at https://www.lyft.com/terms.”
- Automated Text Messaging or Calls. Customer acknowledges that certain LB Services require or allow Customer to provide name, phone number, and/or email of Riders or other individuals to Lyft. If Customer elects to use such LB Services, including Concierge and Lyft Pass, and provides Lyft with the phone numbers of Riders or other individuals via the LB Services, Customer represents and warrants that it will obtain all rights, permissions, and consents necessary under the TCPA and any other applicable federal, state and local laws, rules or regulations for Customer and/or Lyft to use an automatic telephone dialing system to call, text or otherwise contact the recipient associated with the phone number provided by Customer (whether a Rider or otherwise) including via SMS message or voice call, in relation to a Ride, and/or Customer’s use of the LB Services. Customer acknowledges and agrees that by providing Lyft an individual’s phone number, such individual (whether a Rider or otherwise) shall receive automated communications, including but not limited to SMS messages or phone calls relating to a Ride, or Customer’s other uses of the LB Services.
- Emails. If Customer provides email addresses of Riders or other individuals directly or indirectly to Lyft, Customer represents and warrants that it will obtain all rights and permissions necessary under the CAN-SPAM Act and any other applicable federal, state, and local laws, rules or regulations in order to enable Lyft to email such persons.
- Travel Management Vendors. In the event Customer contracts with a third-party expense or travel management vendor (a “TM Vendor”), Customer may request, in writing to Lyft, that Lyft disclose certain Customer and Rider data to such TM Vendor. Upon receipt and acceptance of such a request, Lyft will release data to TM Vendor in accordance with the terms of this Section and on a frequency and method to be agreed between Lyft and Customer and/or TM Vendor. Customer acknowledges and agrees that such data may contain information specific to its Riders (including, but not limited to, personally identifiable information), and Customer represents and warrants that it has obtained all necessary consents from Riders for Lyft to share such Customer data with TM Vendor according to the privacy policies of the TM Vendor.
- Record Maintenance. Customer agrees that it shall maintain records sufficient to demonstrate all applicable and necessary consents under this Section 8, and Customer agrees to make such records available to Lyft promptly, and no later than ten (10) days after receiving a request from Lyft for such records. Customer shall maintain such records for a period of not less than five (5) years from the last Request submitted for a Rider.
8. Representations and Warranties
- Mutual Representations and Warranties. Each party represents and warrants to the other party that (i) it has sufficient rights and authority to enter into this Agreement; (ii) it grants the rights and assumes all of its respective rights and obligations set forth herein; and (iii) the person signing on the respective party’s behalf has the authority to execute and bind the respective party to this Agreement.
- Customer Representations and Warranties. Customer represents and warrants that (i) it has obtained all rights, permissions, and consents necessary under the TCPA and any other applicable Laws for Customer and/or Lyft to use an automatic telephone dialing system to call, text or otherwise contact the Rider or other individual associated with the phone number provided by Customer, including via SMS message or voice call, in relation to a Ride requested for or taken by a Rider, and/or Customer’s use of the LB Services; and (ii) it has obtained all rights and permissions necessary under the CAN-SPAM Act and any other applicable Laws to enable Lyft to email Riders and other individual associated with the phone number provided by Customer solely in conjunction with providing the LB Services.
- Rider Eligibility Representations and Warranties. Customer further represents and warrants that Customer is solely responsible and liable for (i) determining and monitoring a Rider’s eligibility for the LB Services, (ii) determining whether to bill and/or file claims for reimbursement from any federal, state, and/or commercial health benefit plan and/or program, including but not limited to Medicare, Medicaid, and any COVID-19 funded programs (e.g., Centers for Disease Control and Prevention; Public Health and Social Services Emergency Fund) (collectively, “Payors”) for Rides completed via the LB Services, (iii) complying with all applicable federal, state, regional, and local Laws and regulations related to the billing and filing of claims, and (iv) billing and/or filing claims for reimbursement from Payors for Rides completed via the LB Services. Customer shall indemnify, defend, and hold harmless the Lyft Indemnified Parties (as defined in Section 11 below) from and against any and all claims, losses, damages, fines, penalties, and/or interest based upon and/or related to Rider eligibility, and the billing and/or submission of claims to any Payor. ANY LIMITATIONS OF LIABILITY IN THIS AGREEMENT SHALL NOT APPLY TO ANY CLAIMS OR INCIDENTS RELATED TO CUSTOMER’S INDEMNIFICATION AND DEFENSE OBLIGATIONS UNDER THIS PARAGRAPH. This paragraph shall survive any termination or expiration of this Agreement.
EXCEPT AS EXPRESSLY SET FORTH ABOVE AND TO THE FULLEST EXTENT PERMITTED BY LAW, LYFT SPECIFICALLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE LYFT PLATFORM AND/OR THE LB SERVICES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ALL WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIALS, SERVICES OR SOFTWARE. LYFT PROVIDES THE LYFT PLATFORM AND THE LB SERVICES “AS IS”. LYFT DOES NOT WARRANT THAT THE LYFT PLATFORM AND/OR THE LB SERVICES WILL MEET CUSTOMER REQUIREMENTS OR THAT THE OPERATION OF THE LYFT PLATFORM AND/OR THE LB SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. LYFT DOES NOT GUARANTEE THE AVAILABILITY OF DRIVERS OR WARRANT THAT ANY PARTICULAR RIDE REQUEST WILL BE ACCEPTED OR FULFILLED. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.
Each party (“Discloser”) may disclose certain information to the other party (“Recipient”) that is deemed “Confidential Information” of the Discloser. The terms and conditions of this Agreement, the LB Platform and the LB Services, and any information disclosed by Discloser to Recipient in connection with this Agreement that is marked as confidential or proprietary constitutes Confidential Information. Recipient shall use the Confidential Information solely to fulfill its obligations and exercise its rights under this Agreement, and all Confidential Information shall remain at all times the sole and exclusive property of Discloser. Recipient shall not disclose or permit disclosure of any Confidential Information of Discloser to third parties, except that Recipient may disclose Confidential Information to its employees, agents, or contractors who have a need to know such information and are subject to enforceable obligations, no less stringent than those set forth herein, to maintain the confidentiality of such information. Each party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include, but not be limited to, the highest degree of care that Recipient utilizes to protect its own Confidential Information of a similar nature, which shall be no less than reasonable care. Confidential Information does not include any information or materials disclosed to the Recipient by Discloser which Recipient can demonstrate by means of written evidence: (i) was already rightfully known to Recipient at the time of its receipt hereunder as shown by contemporaneous documents in the Recipient’s files; (ii) is or becomes generally available to the public other than by means of the Recipient’s breach of its obligations under this Agreement; (iii) is independently obtained from a third party whose disclosure violates no duty of confidentiality; or (iv) is independently developed by or on behalf of the Recipient as shown by contemporaneous documents in Recipient’s files without the use of or reliance on any Confidential Information of Discloser.
If Recipient receives a subpoena or other validly issued administrative or judicial process demanding the disclosure of Confidential Information or is otherwise required by law to disclose Confidential Information, Recipient will provide Discloser with prompt written notice of such requirement so that the Discloser may seek a protective order or other appropriate relief. If such protective order or other remedy is not obtained, or if Discloser waives compliance with the provisions of this Agreement, Recipient will furnish that portion (and only that portion) of Confidential Information that it is legally compelled or is otherwise legally required to disclose.
In the event Customer is a public entity and receives a request for Lyft’s Confidential Information under applicable public records laws, Recipient shall, unless prohibited by applicable law, (a) promptly notify Lyft of such request; (b) deny the request and/or provide Lyft with reasonable opportunity to object to disclosure; and (c) reasonably cooperate in any efforts made by Lyft to prevent disclosure. If Recipient is nonetheless legally compelled or required to release Lyft Confidential Information, Recipient will furnish that portion (and only that portion) of Lyft Confidential Information that it is legally compelled or required to disclose.
- Indemnification by Lyft.
- Infringement Indemnity. Lyft will indemnify, hold harmless, and defend Customer and its directors, officers, employees, agents, stockholders, and Affiliates (collectively, the “Customer Indemnified Parties”) from and against all demands, actions, suits, discovery demands, including, without limitation, third party subpoenas, government investigations or enforcement actions, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney’s fees and costs) related thereto, from a third party (collectively, “Claim(s)”) alleging that the use of the Lyft Platform or the LB Services as permitted hereunder infringes or misappropriates a third party copyright, trade secret, trademark or patent.
- Options. If the use of the Lyft Platform and/or the LB Services by Customer has become, or in Lyft’s opinion is likely to become, the subject of any claim of infringement, Lyft may at its option and expense: (x) procure for Customer the right to continue using the Lyft Platform and/or the LB Services as set forth herein; (y) modify the Lyft Platform and/or the LB Services to make it non-infringing; or (z) if the foregoing options are not reasonably practicable, terminate this Agreement. This Section 12(a) states Customer’s exclusive remedy, for any claim by a third party alleging that the use of the LB Services as permitted hereunder infringes or misappropriates a third-party copyright, trade secret, trademark or patent.
- Limitations. Lyft will have no liability or obligation with respect to any Claim arising out of: (x) use of the Lyft Platform or the LB Services by Customer not in accordance with this Agreement; or (y) the combination, operation, or use of the Lyft Platform and/or the LB Services with other applications, portions of applications, products, or services where the Lyft Platform or the LB Services would not by itself be infringing.
- Indemnification by Customer. Customer shall indemnify, defend and hold harmless Lyft and its directors, officers, employees, agents, affiliates, successors and assigns (collectively, the “Lyft Indemnified Parties”) from and against any Claim arising from or related to (i) Customer’s or Customer Personnel’s acts or omissions or breach of this Agreement; (ii) violation of Customer’s representations and warranties in Section 9; (iii) Customer’s or Customer Personnel’s failure to obtain, maintain or prove the consents required under Section 8 of this Agreement; (iv) Customer’s or Customer Personnel’s violation of applicable Law; (v) any activity under the Customer Account, except to the extent caused by Lyft’s breach of this Agreement; or (vi) the use of data by a TM Vendor pursuant to Section 8(e).
- Conditions of Indemnification. As a condition of the indemnification obligations herein: (i) the indemnified party (“Indemnified Party”) will promptly notify the indemnifying party (“Indemnifying Party”) of any Claim, provided, however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party was actually and materially prejudiced by such failure; (ii) the Indemnifying Party will have the sole and exclusive authority to defend or settle any such Claim (provided that, the Indemnifying Party will obtain the Indemnified Party's consent in connection with any act or forbearance required by the Indemnified Party, which consent will not be unreasonably withheld; and (iii) the Indemnified Party will reasonably cooperate with the Indemnifying Party in connection with the Indemnifying Party’s activities hereunder, at the Indemnifying Party’s expense. The Indemnified Party reserves the right, at its own expense, to participate in the defense of a Claim. The Indemnifying Party will pay all costs and reasonable legal fees following notice of the Claim, which shall be provided in accordance with this Section 12(c), and any settlement amounts agreed to be paid by the Indemnifying Party or any damages awarded against the Indemnified Party in connection with any such Claim. Notwithstanding anything herein to the contrary, the Indemnifying Party will not settle any Claims for which it has an obligation to indemnify herein admitting liability or fault on behalf of the Indemnified Party, nor create any obligation on behalf of the Indemnified Party without the Indemnified Party’s prior written consent.
12. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR EITHER PARTY’S BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR OTHER SIMILAR DAMAGES ARISING UNDER THIS AGREEMENT, WHETHER BY BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY (OR THEIR AGENT) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE AMOUNT OF ANY AND ALL LIABILITY OF ONE PARTY TO THE OTHER FOR ANY CLAIM(S) ARISING FROM OR RELATING TO THE AGREEMENT, SHALL BE LIMITED TO DIRECT AND PROVABLE DAMAGES AND SHALL NOT EXCEED, IN ANY EVENT, THE LESSER OF (I) ONE HUNDRED THOUSAND DOLLARS ($100,000) OR (II) THE CHARGES PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRECEDING THE EVENT OR OCCURRENCE GIVING RISE TO THE APPLICABLE CLAIM. THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL NOT APPLY TO ANY OUTSTANDING PAYMENT OBLIGATIONS OF CUSTOMER.
13. Term, Termination, and Suspension
This Agreement shall commence on the date of Customer’s acceptance hereof and shall remain in effect until terminated as set forth herein (the “Term”). Either party may terminate this Agreement with or without cause upon thirty (30) days prior written notice to the other party. All outstanding payment obligations, the Business Associate Agreement (if applicable), and Sections 6-19 of this Agreement shall survive the termination of this Agreement. Lyft may also suspend the Customer Account immediately if: (i) Customer violates (or gives Lyft reason to believe Customer has violated) the Agreement; (ii) there is reason to believe the Customer’s use of the Lyft Platform and/or the LB Services is fraudulent or negatively impacting the operating capability of the Lyft Platform and/or the LB Services; (iii) Lyft determines, in its sole discretion, that providing the Lyft Platform and/or the LB Services is prohibited by Law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the Lyft Platform and/or the LB Services; (iv) subject to applicable law, Customer undergoes liquidation, commencement of dissolution proceedings, disposal of its assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if Customer becomes the subject of bankruptcy or similar proceeding; or (v) there is a pending resolution of a legal dispute between the parties. Lyft will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur with connection with any suspension pursuant to this Section.
14. Force Majeure
Except for Customer’s payment obligations hereunder, nonperformance of either party under this Agreement shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, earthquakes, epidemic or pandemic, governmental acts or orders or restrictions, failure of suppliers, or contractors, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party. Unless otherwise agreed to by the parties, each party will be responsible for the costs and expenses incurred by it in connection with this Agreement during the period of force majeure.
15. Governing Law
This Agreement will be governed by the laws of the State of California, without regard to its conflict of laws principles. The parties consent to the personal and exclusive jurisdiction of courts located in the County of San Francisco, California. Each party waives a jury trial in any matter arising out of or relating to this Agreement.
Any dispute, claim, or controversy arising out of or in connection with this Agreement or the breach, termination, enforcement, interpretation, or validity thereof (other than for claims or disputes related to the intellectual property of a party), shall be determined through binding arbitration under JAMS Comprehensive Arbitration Rules and Procedures. The parties shall share equally the fees and expenses of the JAMS arbitrator. The arbitration shall be conducted by a sole arbitrator chosen by the mutual agreement of the parties or, failing that, by JAMS under its then prevailing rules. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator shall have the authority to grant specific performance or any other equitable or legal remedy, including provisional remedies. Each party will be responsible for its own incurred expenses arising out of any dispute resolution procedure. The parties will jointly bear the expense of any arbitrator. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Agreement. If the parties fail to agree upon a location, then such arbitration proceedings shall take place in San Francisco, California.
Neither party may assign this Agreement (by operation of law or otherwise) without the prior written consent of the other party, and any prohibition assignment or sublicense will be null and void. Notwithstanding the foregoing, either party may assign this Agreement to an Affiliate or to a successor in the event of a merger, sale, or acquisition of all or substantially all of the assigning party’s assets or stock, and the assigning party shall give the other party prompt written notice of such assignment. This Agreement will be binding and inure to the benefit of the parties’ permitted successors and/or assignees.
This Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements, oral and written between the parties. No oral or written information or advice given by Lyft, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement. Customer’s use of the Lyft Platform and the LB Services is subject to this Agreement, as may be modified or updated by Lyft from time to time. The relationship of the parties hereunder is that of independent contractors, and this Agreement will not be construed to imply that either party is the agent, employee, or joint venture of the other. This Agreement shall not be construed to prohibit Lyft from entering into the same or similar agreements with other parties. If any provision or provisions of this Agreement is held to be unenforceable, this Agreement will continue in full force and effect without said provision and will be interpreted to reflect the original intent of the parties. Any ambiguity contained in this Agreement shall not be construed against any party as the drafter but shall be construed in accordance with its fair meaning. Waiver by either party of a breach of any provision of this Agreement or the failure of either party to exercise any right hereunder will not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right. In this Agreement, the words "including" and "include" mean "including, but not limited to”. All notices hereunder shall be in writing (including email) and shall be sent to Lyft at 185 Berry Street, Suite 5000, San Francisco, CA 94107, firstname.lastname@example.org and to Customer at the address in the Customer Account, or to such other address as either party shall have notified to the other party.