Service and Definitions
- Services. Pony.ai develops autonomous driving technology and as part of the Services Pony.ai may allow users to participate in its testing of its proof of concept robotaxi services that allow users to request and participate in Rides (the “PonyPilot”).
Definitions. For purposes of the Agreement:
- “Car” means an automobile owned or controlled by Pony.ai that is equipped with Pony.ai’s autonomous driving technology;
- “Ride” means a trip in a Car; and
- “Your Passenger” means a person that you permit to participate in a Ride with you.
- Eligibility To use the Services, you must be at least 18 years of age. If you are using our Services on behalf of an entity, you represent that you are authorized to accept the Agreement on that entity’s behalf and the entity agrees to be responsible to us if you or the entity violates the Agreement. In such a case, as used in the Agreement, the terms "you" and “your” mean collectively you and that entity. You represent and warrant that (a) to the extent you are an individual, you are at least 18 years of age, (b) you have not been previously suspended or removed from the Services, or engaged in any activity that could result in suspension or removal from the Services, and (c) you have full power and authority to enter into the Agreement and in so doing will not violate any other agreement to which you are a party.
- User Accounts. To request and participate in the PonyPilot and/or Rides and to access or use certain other features of the Services, you will need to register for an account with us using an active phone number that you own or control and provide any other information requested in connection with such registration. You are responsible for ensuring that any information you provide to Pony.ai is, and is kept, accurate, complete, and up to date. You are solely responsible for maintaining the security of your account and account credentials and must promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to access your account or to use Services requested with your account (e.g., Your Passengers), you agree to be fully responsible for their acts and omissions, including any violation of the Agreement.
- Damage to Vehicles. You must contact us through our mobile application as soon as practicable after your discovery of any damage to the interior or exterior of our Cars (such as stains on the seats or floors) or if the Car experiences any problems during your Ride (such as a flat tire, accident, or failure to reach your designated destination). You agree to cooperate with us in our investigation of any issue or damage that we reasonably believe occurred in connection with your Ride and provide all information that we request related to the issue. You will be responsible for paying for all damage to the Car that we reasonably believe has been caused by you, and for any cleaning or repair costs if you leave a Car in an unclean, unsanitary, or damaged condition. If you fail to report any damage on time, and the damage is later reported by another user of our Services, we may reasonably believe that you caused the damage.
Usage Rules and Restrictions. Your failure to abide by the terms and conditions set forth in this Section, as well as any other terms or conditions contained in the Agreement or any guidelines and/or related policies and procedures provided to you by Pony.ai may result in a cancellation of a Ride, discontinuing of a Ride in progress and mandatory exit from the Car, and, in our sole discretion, your expulsion from the Services, and/or legal action. Illegal or suspected illegal activity may be reported to the appropriate authorities.
Generally. You are solely responsible for your conduct and the conduct of Your Passengers while accessing or using our Services, including while participating in Rides. By accessing and using the Services, you agree not to:
- copy, distribute, create derivative works of, publicly perform or publicly display any aspect of the Services;
- sell, lease, sublicense, or rent any aspect of our Services to any third party or otherwise use the Services for any commercial purpose, including by charging others to enable use of our Services under your account or for competitive information gathering;
- use or attempt to use another user’s account without authorization from that user and Pony.ai;
- violate any applicable law, contract, intellectual property or other third-party right or commit a tort;
- use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit the proper operation of our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
- reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
- attempt to circumvent any constraints we employ, or attempt to access any feature or area of our Services that you are not authorized to access;
- develop or use any application that interacts with our Services without our prior written consent;
- use any data mining, robots or similar data gathering or extraction methods other than in accordance with any instructions contained in any robots.txt file we provide that controls automated access to portions of our websites;
- engage in any harassing, threatening, discriminating, intimidating, spamming, predatory or stalking conduct while using the Services, including while participating in a Ride; or
- use our Services other than for their intended purpose or in any other unauthorized manner, or engage in, encourage, or promote any activity that violates the Agreement.
Rides. You and Your Passengers must comply with all applicable laws and regulations in connection with use of the Services, such as laws requiring the use of seatbelts in automobiles. Additionally, you represent and warrant that you and Your Passengers will, in connection with any Ride:
- abide, at all times, by all instructions and directions provided by Pony.ai;
- not transport any weapons, illegal, hazardous or flammable materials via the Cars;
- not bring anyone with you on a Ride who does not have an active account on the Services;
- not tamper with or modify any aspect of our Services, including vehicle controls like the steering wheel or brakes or any equipment or stickers installed on the Car;
- not load the Car beyond the Car’s stated passenger or weight capacity (i.e., the incremental weight in the vehicle may not exceed the weight limit specified in or on the vehicle);
- not allow animals to enter the Car (other than a service animal of you or Your Passenger);
- not smoke, vape, or have open containers of alcohol in the Car;
- not use the Cars for transportation in connection with emergencies, such as to transport a hospital for urgent or emergency care;
- not take any photographs or videos of, record any audio from or other information relating to any component of the Car, our technology, the inside the Car, or of any of our employees, personnel, representatives, or agents; or
- not violate any law, statute, rule, permit, ordinance or regulation, or other rules or requirements provided by Pony.ai from time to time, including as may be provided inside of the Cars.
- Generally. You are solely responsible for your conduct and the conduct of Your Passengers while accessing or using our Services, including while participating in Rides. By accessing and using the Services, you agree not to:
IP Rights; Confidentiality Obligations
- IP Rights. The Services may contain articles, information, images, surveys, logos, trademarks, audio, video, text, data, music, sound, graphics, photographs, videos, software, and other content and materials (“Content”). Except as expressly set forth herein, the Content may not be copied, reproduced, published, republished, uploaded, posted, displayed, transmitted, modified, used to prepare derivative works, distributed, or redistributed in any way in any medium whatsoever now known or later invented. We make no representations or warranties that the Content is or will be available, appropriate, complete, accurate, or non-infringing. No right, title, or interest in or to the Services or any Content is transferred to you hereunder, and all rights not expressly granted in the Agreement are reserved by us. “Pony.ai” "PonyPilot" and our logos, product names, service names, slogans and the look and feel of the Services are trademarks of Pony.ai and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners.
- Confidentiality. Given the proof-of-concept nature of the Services at this time, as a condition of your use of the Services and in consideration for your use and access to the PonyPilot, if any, you agree that you will not publish or make available or allow to be published or made available any information or any of your or Your Passengers’ thoughts, feelings, descriptions, or opinions of the PonyPilot without our prior consent. Any information or knowledge gained regarding the operation, engineering, and development of the Services shall be held in confidence by you or Your Passengers until such information is publicly known or generally available through no action of you or Your Passengers.
- Limited License. Our Services, including the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans, and other content contained therein, are owned by or licensed to Pony.ai and are protected under both United States and foreign laws. Except as explicitly stated in the Agreement, Pony.ai and our licensors reserve all rights in and to our Services. Subject to your compliance with the Agreement, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to install our mobile app and to access and use our Services for your informational purposes and/or, to the extent permitted by Pony.ai, your personal or business purposes in connection with participation in the PonyPilot. Any use of our Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will automatically terminate the license granted herein.
Modifying or Terminating our Services
- Termination by Us. We reserve the right, without notice and in our sole discretion, to terminate the Agreement and/or your right to access or use our Services. We are not responsible for any loss or harm related to your inability to access or use our Services.
- Effect of Termination. Upon any termination of the Agreement, the rights granted to you hereunder, including your rights to access and use the Services automatically terminate and those provisions of the Agreement that should survive by their nature will survive.
- Modification of the Services. Pony.ai reserves the right to modify, suspend, or discontinue all or a part of the Services, including the PonyPilot. In particular, we do not guarantee the availability or use of the PonyPilot any particular Car or that any Car will be available for your use at any given time.
- Third-Party Materials. Our Services may contain or refer to third-party content, services, or materials, including links or referrals to web pages, services and content of third-parties or applications or services that link from or are mentioned within our Services (collectively, the "Third-Party Materials"). Pony.ai does not endorse any Third-Party Materials or Third-Party Providers and makes no promise or guarantee as to their effectiveness, accuracy, suitability, or completeness. Pony.ai does not and has no responsibility to monitor Third-Party Materials or Third-Party Providers. You are solely responsible for deciding if you want to access Third-Party Materials or use or interact with Third-Party Materials or Third-Party Providers. Your correspondence or business dealings Third-Party Providers or the providers of Third-Party Materials are solely between you and the applicable third party. Access to and use of any Third-Party Providers and Third-Party Materials, including the information, materials, products, and services on or available through any third-party sites or services, is solely at your own risk.
- Feedback. If you submit or provide to us, or any of our personnel, agents, employees, or representatives, any questions, comments, suggestions, ideas, original or creative materials or other information about Pony.ai or our Services (collectively, "Feedback"), you grant us a non-exclusive, sublicensable, perpetual, royalty free, and irrevocable license to use such Feedback for any purpose, including to incorporate within our Services or to otherwise exploit commercially without acknowledgment or compensation to you.
- Indemnification. To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Pony.ai, our subsidiaries and affiliates, and each of our and their respective officers, directors, partners, suppliers, licensors and employees (individually and collectively, the "Pony.ai Parties") from and against any loss, liability, claim, demand, damages, expenses or costs arising out of any or related to (a) your or Your Passengers’ use of the Services; (b) your or Your Passengers’ negligence or willful misconduct, (c) your or Your Passengers’ violation of the Agreement; (d) your violation, misappropriation or infringement of any rights of another, including intellectual property rights or privacy rights; or (e) any acts or omissions of, or any claims against the Pony.ai Parties brought by any of Your Passengers, including in connection with their use of the Services, their negligence, or any of their actions that would constitute a violation of the Agreement if taken by you. You will not be required to indemnify the Pony.ai Parties for any personal injury or property damage to the extent caused by our gross negligence, willful misconduct, or fraud. You agree that the Pony.ai Parties will have the exclusive right to control the defense or settlement of any third-party claims subject to this Section 12. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Pony.ai or the other Pony.ai Parties.
Disclaimers; Assumption of Risk
YOU ACKNOWLEDGE AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, INCLUDING THE PONYPILOT PROGRAM, RIDES, AND CARS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AND PONY.AI DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, AVAILABILITY OR RELIABILITY OF THE SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT: (A) RIDING IN AUTOMOBILES CARRIES WITH IT CERTAIN RISKS OF INJURY AND DEATH, THE CARS ARE IN DEVELOPMENT PHASE, IS EXPERIMENTAL IN NATURE, AND, AS A RESULT, RIDES ARE INHERENTLY DANGEROUS AND INVOLVE POTENTIAL AND SUBSTANTIAL RISKS OF DEATH, SERIOUS INJURY, AND/OR PROPERTY LOSS; AND (B) BY PARTICIPATING IN ANY RIDES, YOU HEREBY ACCEPT ALL SUCH RISK AS IT PERTAINS TO YOU, YOUR PASSENGERS, AND YOUR PROPERTY. YOU HEREBY ACKNOWLEDGE AND AGREE THAT NO PONY.AI PARTY IS OR WILL BE RESPONSIBLE OR LIABLE FOR ANY CLAIM THAT ARISES OUT OF OR RELATES TO (I) ANY RISK, DANGER, OR HAZARD DESCRIBED IN THE AGREEMENT OR INHERENT IN THE USE OF AUTOMOBILES, (II) YOUR USE OF, OR INABILITY TO USE, ANY SERVICE OR RELATED INFORMATION, (III) YOUR OR YOUR PASSENGERS’ BREACH OF THIS AGREEMENT OR YOUR OR YOUR PASSENGERS’ VIOLATION OF ANY LAW, (IV) ANY MISCONDUCT, OR OTHER ACTION OR INACTION BY YOU OR YOUR PASSENGERS, OR (V) YOUR FAILURE TO WEAR A SEATBELT WHILE PARTICIPATING IN A RIDE.
THE SERVICES, INCLUDING THE CARS AND THE APP, DEPEND UPON EMERGING TECHNOLOGIES AND MAY BECOME INOPERABLE OR INACCESSIBLE FOR A PERIOD OF TIME, OR MAY FUNCTION ERRATICALLY, IMPROPERLY, OR IN AN UNINTENDED MANNER WITH LITTLE TO NO ADVANCE NOTICE, AND AS SUCH RIDES MAY NOT ALWAYS END AT THEIR INTENDED DESTINATIONS OR AT THE INTENDED TIME AND RIDES MAY INCLUDE INCONVENIENCES OR DISCOMFORT, AND YOU ACKNOWLEDGE AND AGREE THAT THE PONY.AI PARTIES WILL NOT HAVE ANY LIABILITY HEREUNDER FOR ANY OF THE FOREGOING. OUR CARS ARE NOT DESIGNED TO PROVIDE TRANSPORTATION IN CONNECTION WITH EMERGENCIES.
YOU AND USE THE SITES AND APPS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THE USE OF THEREOF, INCLUDING ANY DAMAGE TO ANY COMPUTER SYSTEM OR LOSS OF DATA.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (a) THE PONY.AI PARTIES’ WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL DAMAGES, LOST PROFITS OR THE COSTS OF PROCURING SUBSTITUTE TRANSPORTATION SERVICES ARISING OUT OF OR IN ANY WAY RELATED TO THE AGREEMENT OR OUR SERVICES, EVEN IF PONY.AI OR THE OTHER PONY.AI PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) THE TOTAL LIABILITY OF THE PONY.AI PARTIES, FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT OR YOUR USE OF OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE GREATER OF THE AMOUNT PAID BY YOU TO PONY.AI FOR THE SERVICE INSTANCE GIVING RISE TO THE CLAIM AND $100.
The limitations set forth in this Section 14 will not limit or exclude liability to you for any matters in which liability cannot be excluded or limited under applicable law. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions in this Section may not apply to you.
- Release. You waive, release, and forever discharge any and all claims, liabilities of every kind, demands, damages (including without limitation, direct, indirect, incidental, consequential and punitive), losses and causes of action (whether known, unknown, asserted, unasserted, fixed, conditional, or contingent), of any kind or nature (including without limitation, those based in contract, tort, statutory, or other grounds), which you have or may have in the future, including court costs, attorneys’ fees and litigation expenses (individually and collectively, the “Claims”) against the Pony.ai Parties that may arise out of, or result from, your participation in the PonyPilot, including death, personal injury, temporary or permanent disability, property damage and damages of any kind, property theft, and Claims relating to the provision of first aid, medical care, medical treatment, or medical decisions and any claims for medical or hospital expenses, EVEN IF SUCH CLAIMS ARE CAUSED BY THE NEGLIGENT ACTS, OMISSIONS, OR THE CARELESSNESS OF THE RELEASED PARTIES AND EVEN IF THE PONY.AI PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS. You expressly waive all rights under California Civil Code Section 1542, and similar laws applicable in other jurisdictions, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor. Any such release is intended to be a complete and general release of all Claims. The Pony.AI Parties may plead such releases as a complete and sufficient defense to any Claim, as direct or intended third party beneficiaries of such releases.
Dispute Resolution; Binding Arbitration. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Pony.ai and limits the manner in which you can seek relief from us.
- Applicability of Arbitration Agreement. You agree that any dispute, claim or request for relief relating in any way to your access or use of the Site, to the Services, or to any aspect of your relationship with Pony.ai, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims or seek relief in small claims court if your claims qualify; and (2) you or Pony.ai may seek equitable relief in court for infringement or other misuse of intellectual property rights. This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of the Agreement or any prior version of the Agreement.
- Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent: Incorporating Services Ltd. 7801 Folsom Blvd. #202 Sacramento, CA 95826. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or requests for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/ all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Pony.ai will pay them for you. In addition, Pony.ai will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Pony.ai. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
- Waiver of Jury Trial. YOU AND PONY.AI HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Pony.ai are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 16.a above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow the Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
- Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of California. All other disputes, claims, or requests for relief shall be arbitrated.
- 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: email@example.com within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any) on the Services, the email address you used to set up your account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
- Severability. Except as provided in Section 16.e, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
- Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Pony.ai.
- Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if Pony.ai makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Pony.ai at the following address: Pony.ai, Inc. 3501 Gateway Blvd, Fremont, CA 94538, United States ATTN: Legal.
- Governing Law and Venue. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT. Both you and Pony.ai agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Santa Clara County, California.
- Export Compliance. The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to use, export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Pony.ai, or any products utilizing such data, in violation of the United States export laws or regulations.
- Changes. The Agreement is subject to revision, and we reserve the right to charge fees for accessing and using the Services. If we make any substantial changes to the Agreement, we may require you to accept the changes, notify you by sending you an e-mail and/or by prominently posting notice of the changes on the Services. Any changes to the Agreement will be effective upon the earliest of when you provide your acceptance of the changes, thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable), and thirty (30) calendar days following our posting of notice of the changes on the Services. The changes will be effective immediately for new users of the Services. Continued use of our Services following notice of such changes shall indicate your acknowledgement and acceptance of such changes and agreement to be bound by the terms and conditions of such changes.
- Commercial Items. If acquired by any agency of the U.S. Government, such agency acknowledges that (a) the Services constitute "commercial computer software" or "commercial computer software documentation" for purposes of 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable; and (b) such agency's rights are limited to those specifically granted under the Agreement.
- Force Majeure. Pony.ai shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor, or materials.
- Notice. Where Pony.ai requires that you provide an e-mail address, you are responsible for providing Pony.ai with your most current e-mail address. In the event that the last e-mail address you provided to Pony.ai is not valid, Pony.ai’s dispatch of the e-mail containing such notice will constitute effective notice. You may give notice to Pony.ai at the following address: Pony.ai, Inc. 3501 Gateway Blvd, Fremont, CA 94538, United States ATTN: Legal. Such notice shall be deemed given when received by Pony.ai by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.
- International Users. The Services can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Pony.ai intends to announce such services or content in your country. The Services are controlled and offered by Pony.ai from its facilities in the United States of America. Pony.ai makes no representations that the Services is appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
- Miscellaneous. If any provision or part of a provision of the Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from the Agreement and does not affect the validity and enforceability of any remaining provisions. The Agreement constitutes the entire agreement between you and Pony.ai relating to your access to and use of our Services. Enforcement of the Agreement is at Pony.ai’s discretion, and any failure of Pony.ai to exercise or enforce any right or provision of the Agreement will not operate as a waiver of such right or provision. The section titles in the Agreement are for convenience only and have no legal or contractual effect. References to "including" or "include" will be deemed to mean "including without limitation". Except as otherwise provided herein, the Agreement is intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.
- Questions or Complaints. If you have any questions or concerns regarding the Services or the Agreement, including to resolve a complaint regarding the Service or to receive further information regarding use of the Service, please contact Pony.ai via firstname.lastname@example.org.
California consumers may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.
- App Stores. You acknowledge and agree that the availability of the App and the Services is dependent on the third party from whom you received the App, e.g., the Apple App Store or Google Play Store (each, an “App Store”). You acknowledge that the Agreement is between you and Pony.ai and not with the App Store. Pony.ai, not the App Store, is solely responsible for the Services, including the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Services, including the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using the Services, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.
Additional Terms for iOS Users. The following terms apply if you are accessing or using an App on an Apple Inc. ("Apple") branded mobile device or download an App from the Apple App Store.
- You acknowledge and agree that: (a) the Agreement is concluded between you and Pony.ai only, and not Apple, and (b) Pony.ai, not Apple, is solely responsible for the App and content thereof. Your use of the App must comply with the Apple App Store Terms of Service.
- You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
- In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. As between Pony.ai and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Pony.ai.
- You and Pony.ai acknowledge that, as between Pony.ai and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
- You and Pony.ai acknowledge that, in the event of any third-party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, as between Pony.ai and Apple, Pony.ai, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
- You and Pony.ai acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App against you as a third-party beneficiary thereof.
- Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App.
Terms of Service Agreement
Effective date: August 16, 2021
This Terms of Service Agreement ("Terms") apply to your access to and use of the Cars (as defined below), websites (each a “Site”), mobile applications (each an “App”), and other products and services, including your participation in the PonyPilot (as defined below) (collectively, our "Services") provided by Pony.ai, Inc. and its subsidiaries and affiliates ("Pony.ai," "we," "us" or “our”). By clicking to indicate your acceptance to these Terms or otherwise accessing or using our Services (including as a passenger in a Ride requested by another user), you agree to be bound by these Terms. If you do not agree to these Terms, you may not use our Services.
Please note that Section 16 contains a mandatory arbitration provision and class action waiver, which requires you to arbitrate certain disputes and claims with Pony.ai and limits the manner in which you can seek relief from us. Except as specified in Section 16, this provision requires that disputes be resolved solely through individual arbitration and not as a class arbitration, class action or any other type of representative proceeding.
Further, please note that: (a) Section 13 contains disclaimers with respect to the Services and an acknowledgment of understanding risks of injury and death inherent in participating in Rides; (b) Section 15 contains a waiver, discharge, and release of certain rights of yours to bring certain claims for damages resulting from or arising in connection with your use of the Services.
In addition to these Terms, we may ask you to accept additional terms that apply to specific promotions, features, products, or services included in the Services (“Supplemental Terms” and all Supplemental Terms together with these Terms, the “Agreement”). All Supplemental Terms are hereby incorporated into and form a part of the Agreement. To the extent any Supplemental Terms conflict with these Terms, the Supplemental Terms govern with respect to your access to or use of the applicable promotion, feature, product, or service.