1. Acceptance. Use of the Metropolitan Town Car International ("Metropolitan Town Car") web site at www.metropolitantowncar.com the on-line reservation services (the "Services") provided by Metropolitan Town Car, and the Metropolitan Town Car and Embarque Mobile Applications (each a “Mobile App”), are subject to the terms and conditions of use set forth below ("Terms of Use"), which include Metropolitan Town Car Privacy Policy, incorporated into these Terms of Use by reference.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE WEB SITE, THE SERVICES, OR THE MOBILE APP. BY USING THE WEB SITE,  THE SERVICES, OR THE MOBILE APP, YOU AGREE TO THESE TERMS OF USE. IF AN INDIVIDUAL IS USING THE WEB SITE, THE SERVICES, OR THE MOBILE APP ON BEHALF OF A BUSINESS ENTITY, WHETHER AS AN EMPLOYEE, CONSULTANT OR AGENT OF SUCH BUSINESS ENTITY, BY DOING SO, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE LEGAL CAPACITY AND AUTHORITY TO BIND SUCH BUSINESS ENTITY TO THE TERMS OF USE. "YOU" SHALL REFER BOTH TO THE INDIVIDUAL ACCESSING THE WEB SITE, THE SERVICES, OR THE MOBILE APP ON BEHALF OF A BUSINESS ENTITY, IF ANY, AND ANY SUCH BUSINESS ENTITY ITSELF. Metropolitan Town Car MAY CHANGE THESE TERMS OF USE FROM TIME TO TIME WITHOUT NOTICE, AND SUCH CHANGES WILL BE EFFECTIVE ON THE DATE THEY ARE POSTED ON THE WEB SITE. USE OF THE WEB SITE, THE SERVICES, AND THE MOBILE APP AFTER SUCH CHANGES HAVE BEEN POSTED CONSTITUTES YOUR ACCEPTANCE OF ALL SUCH CHANGES. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT USE THE WEB SITE, THE SERVICES, OR THE MOBILE APP.

2. Use of the Web Site, the Services, and the Mobile App. You may only use the Web Site, the Services, and the Mobile App in accordance with the Terms of Use, any posted policies and procedures that appear on the Web Site, and for lawful purposes. You agree not to use the Web Site, the Services, or the Mobile App to: (a) transmit any material that infringes or misappropriates any third party's copyright, trademark, trade secret, patent, or other proprietary rights, (b) transmit any material that is false, inaccurate, fraudulent, or misleading, (c) distribute computer viruses, worms, or software intended to damage or alter a computer system without the owner's consent, (d) use "auto-responders," "cancel-bots," or other similar mechanisms that generate excessive network traffic, (e) transmit any unlawful, harmful, defamatory, pornographic, obscene, vulgar, threatening, harassing or otherwise objectionable material, (f) send or relay any unsolicited advertising or chain letters, (g) exceed your permitted access or attempt to gain unauthorized access to the Web Site, the Services, or the Mobile App, or any part thereof, or other accounts, computer systems or networks, through login password mining or any other means, (h) frame any portions of the Web Site, the Services, or the Mobile App within another web site or establish links from any other web site to any page of the Web Site other than the home page or (i) resell use of, or access to, the Web Site, the Services, or the Mobile App to any third party without Metropolitan Town Car prior written consent. Metropolitan Town Car reserves the right to terminate your access to the Web Site, the Services, or the Mobile App at any time without notice if we determine, in our sole discretion, that you have abused or violated any of these terms and conditions.

3. Mobile Charges. You are responsible for payment of any costs or expenses incurred as a result of downloading and using any Mobile App, including any operator network and roaming charges. Please check with your service provider for details.

4. Mobile Application License.  Subject to your compliance with these Terms of Use, Metropolitan Town Car grants you a limited non-exclusive, non-transferable license to download and install a copy of the Mobile App on a single mobile device that you own or control and to run such copy of the Mobile App solely for your use.

Unless otherwise agreed in writing you shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Mobile Apps or Services in any way; (ii) modify or make derivative works based upon the Mobile Apps; (iii) create Internet “links” to the Web Site or “frame” or “mirror” the Mobile Apps or Services on any other server or wireless or Internet-based device; (iv) reverse engineer or access the Mobile Apps or Services in order to (a) design or build a competitive product or service, (b) design or build a product using similar ideas, features, functions or graphics of the Services or Mobile App or Services, or (c) copy any ideas, features, functions or graphics of the Web Site, Services, or Mobile App, or (v) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Web Site, Services, or Mobile App.

5. ID Number, Password and Security. You are responsible for maintaining the confidentiality of any user ID and/or password provided to you by Metropolitan Town Car for use in connection with the Web Site, the Services, or the Mobile App. You are solely responsible for all activities that occur under your user ID and/or password, and you agree to notify Metropolitan Town Car immediately of any unauthorized use of your user ID and/or password or any other breach of security related to the Web Site, the Services, or the Mobile App. CAREY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO SAFEGUARD YOUR USER ID AND/OR PASSWORD OR TO COMPLY WITH THIS SECTION.

6. Services. Metropolitan Town Car provision to you of the Services may be subject to other terms, conditions and restrictions posted on the Web Site, the Mobile App or otherwise communicated in writing to you by Metropolitan Town Car, including via email. The Services are subject to availability and all price quotes are estimates. Please refer to the Frequently Asked Questions page and/or Service Terms of Use page for more information.

 

7. Proprietary Rights and Communication with Metropolitan Town Car.

(i) The Web Site and the Mobile App, and certain content therein, the Services, and any underlying software may be protected by copyright, trademark, patent, and/or other intellectual property and proprietary rights laws and are owned (along with all proprietary rights therein, including all rights, in and to the Web Site, the Services, and the Mobile App, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Web Site, the Services, or the Mobile App) by Metropolitan Town Car International and/or its licensors. You agree that you will not copy, distribute, republish, display, post, transmit, download, or modify any content you obtain from the Web Site, the Services, or the Mobile App, or any other Metropolitan Town Car or licensor owned intellectual property without Metropolitan Town Car prior permission; provided, however, that you may download or print a copy of information from the Web Site for your use in learning about, reserving, or using the Services.

(ii) Excepting any suggestions, ideas, enhancement requests, feedback, recommendations or any other information deemed proprietary and detailed above in 6(i), any other communication or material you transmit to us by email or otherwise, including any data, questions, comments, suggestions, or the like is, and will be treated as, nonconfidential and nonproprietary. Except to the extent expressly covered by our Privacy Policy, anything you transmit or post may be used by us for any purpose, including but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. Furthermore, you expressly agree that we are free to use any ideas, concepts, know-how, or techniques contained in any communication you send to us without compensation and for any purpose whatsoever, including but not limited to, developing, manufacturing and marketing products and services using such information.

8. Third Party Applications. The Web Site, the Services, and the Mobile App may enable you to link or connect you to use functionalities of third party applications, services or sites that are not owned or controlled by Metropolitan Town Car (“Third Party Applications”). Any Third Party Applications are subject to the terms and conditions of the relevant third party provider. Metropolitan Town Car has no control over and is not responsible or liable for any matters relating to your dealings or transactions with such third parties and over any third party content, syndicated content, applications, services, sites, advertisements, links, privacy policies and/or practices of any such third parties that may be accessible via the Web Site, the Services, or the Mobile App. It is your responsibility to check the privacy policies and terms of service and usage of all third party sites that you visit prior to downloading or using any such Third Party Applications.

9. Warranty Disclaimer. THE WEB SITE, THE SERVICES, THE MOBILE APP AND ANY INFORMATION PROVIDED THROUGH THE WEB SITE, THE SERVICES, OR MOBILE APP, INCLUDING ANY THIRD PARTY APPLICATIONS OR THIRD PARTY PROVIDED INFORMATION, ARE PROVIDED BY CAREY ON AN "AS IS" BASIS, AND NEITHER CAREY NOR ITS SUBSIDIARIES, PARTNERS, AFFILIATES, VENDORS OR SUBCONTRACTORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEB SITE, THE SERVICES, OR THE MOBILE APP OR THE INFORMATION MADE AVAILABLE BY OR THROUGH THE WEB SITE, THE SERVICES, OR THE MOBILE APP. IN ADDITION, CAREY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY AND NON-STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY OF INFORMATION, TITLE, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM COURSE OF DEALING OR CUSTOM OF TRADE. NEITHER CAREY NOR ANY OF ITS SUBSIDIARIES, PARTNERS, AFFILIATES, VENDORS OR SUBCONTRACTORS WARRANTS THAT USE OF THE WEB SITE, THE SERVICES, OR THE MOBILE APP WILL BE UNINTERRUPTED, AVAILABLE AT ANY TIME OR FROM ANY PARTICULAR LOCATION, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEB SITE, THE SERVICES, OR THE MOBILE APP ARE FREE OF VIRUSES OR OTHER POTENTIALLY HARMFUL COMPONENTS. Some jurisdictions may not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

10. Limitation of Liability. IN NO EVENT WILL CAREY, ANY OF ITS SUBSIDIARIES, PARTNERS, AFFILIATES, VENDORS OR SUBCONTRACTORS, INCLUDING THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE WEB SITE, THE SERVICES, OR THE MOBILE APP, OR ANY WEBSITES OR THIRD PARTY APPLICATIONS LINKED TO THE WEB SITE, THE SERVICES, OR THE MOBILE APP, WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER CAREY KNEW OR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CAREY'S AGGREGATE LIABLITY FOR DIRECT DAMAGES ARISING FROM OR RELATING TO THE WEB SITE, THE SERVICES, OR THE MOBILE APP (REGARDLESS OF THE CAUSE OF ACTION, WHETHER UNDER CONTRACT, TORT, OR OTHER LEGAL THEORY) IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID BY THE USER TO CAREY FOR THE SPECIFIC SERVICE THAT IS THE SUBJECT OF THE DISPUTE OR (ii) $50. THE FOREGOING LIMITATIONS OF LIABILITY ARE INDEPENDENT OF, AND SHALL APPLY REGARDLESS OF, ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY. You acknowledge that Metropolitan Town Car has agreed to provide the Web Site, the Services, and the Mobile App in reliance on the exclusions of liability and disclaimers of warranty set forth herein. Some jurisdictions do not allow the limitation of incidental or consequential damages, so the above limitation may not apply to you.

11. Indemnification. You agree to indemnify and hold Metropolitan Town Car, its subsidiaries, partners, affiliates, vendors, subcontractors, officers, employees, and agents harmless from any and all losses, liabilities, damages and/or costs (including reasonable attorneys' fees) arising from any third-party claims arising from or related to your use of the Web Site, the Services, or the Mobile App, or your violation of the Terms of Use or the Privacy Policy.

12. Payment.  Metropolitan Town Car uses a third-party payment processor (the “Payment Processor”) to link your credit card account to pay for the Services booked on the Web Site and through the Mobile App. The processing of payments or credits, as applicable, in connection with your use of the  Web Site, the Services, and the Mobile App will be subject to the terms, conditions and privacy policies of the Payment Processor and your credit card issuer in addition to these Terms of Use. Metropolitan Town Car is not responsible for any errors by the Payment Processor. In connection with your use of the Web Site, the Services, or the Mobile App, Metropolitan Town Car will obtain certain transaction details, which Metropolitan Town Car will use solely in accordance with the Privacy Policy.

13. Privacy. Metropolitan Town Car takes the privacy of you and your information very seriously. For further information about what information we collect and how we use such information, please view our Privacy Policy [link to Privacy Policy].

14. Severability. If any part of these Terms of Use shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms of Use.

15. Waiver; Remedies. The failure of Metropolitan Town Car to partially or fully exercise any rights or the waiver of Metropolitan Town Car of any breach of these Terms of Use by you, shall not prevent a subsequent exercise of such right by Metropolitan Town Car or be deemed a waiver by Metropolitan Town Car of any subsequent breach by you of the same or any other term of these Terms of Use. The rights and remedies of Metropolitan Town Car under these Terms of Use and any other applicable agreement between you and Metropolitan Town Car shall be cumulative, and the exercise of any such right or remedy shall not limit Metropolitan Town Car right to exercise any other right or remedy.

16. International Access. The Web Site, the Services, and the Mobile App are provided from the United States of America and all servers that make it available reside in the U.S.A. The laws of other countries may differ regarding the access and use of the Web Site and Service. We make no representations regarding the legality of this Web Site,  the Services, or the Mobile App in any other country and it is your responsibility to ensure that your use complies with all applicable laws outside of the U.S.A.

17. Arbitration. Any and all disputes pursuant to these Terms of Use, or otherwise between the parties, shall be submitted to binding arbitration in the State of New York in New York County in accordance with the commercial rules of the American Arbitration Association ("AAA") then in effect. The arbitration panel shall consist of one (1) neutral arbitrator if the amount in controversy in less than $25,000, otherwise the panel shall consist of three (3) neutral arbitrators, each an attorney with at least five (5) years of experience in the primary area of law as to which the dispute relates. The costs of the arbitration shall be shared equally by the parties, provided that, the arbitrator may award attorneys costs and expenses to the prevailing party. The parties agree that any actions or disputes shall be adjudicated between the parties hereto, and shall not be combined with any other actions or disputes of other parties. Notwithstanding the foregoing, this arbitration clause shall not in any way be deemed to limit Metropolitan Town Car right to commence an action in an appropriate court (and without submitting to arbitration) to protect its intellectual property rights or enjoin prohibited use of the Web Site, the Service, and the Mobile App.

18. Governing Law. The laws of the State of New York shall govern these Terms of Use. Subject to the arbitration provision above, YOU HEREBY EXPRESSLY CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN THE COURTS LOCATED IN NEW YORK COUNTY, NEW YORK FOR ALL MATTERS ARISING IN CONNECTION WITH THESE TERMS OF USE OR YOUR ACCESS OR USE OF THE WEB SITE, THE SERVICE, OR THE MOBILE APP.

19. Force Majeure. Metropolitan Town Car shall not be responsible for damages caused by delay or failure to perform, in full or in part, any of its obligations in connection with the Web Site, the Services, or the Mobile App provided that there is due diligence in attempted performance under the circumstances and that such delay or failure is due to fire, earthquake, unusually severe weather, strikes, government sanctioned embargo, flood, act of God, act of war or terrorism, act of any public authority or sovereign government, civil disorder, delay or destruction caused by public carrier, or any other circumstance substantially beyond the control of Metropolitan Town Car.

20. Entire Agreement. These Terms of Use and the other policies and terms posted on the Web Site set forth the entire agreement between you and Metropolitan Town Car on this subject matter and supersede all other negotiations, understandings, statements and agreements between the parties.

21. Questions. Should you have any questions regarding these Terms of Use you may contact us at info@metropolitantowncar.com. Notwithstanding the foregoing, Metropolitan Town Car is under no obligation to provide technical support for the Web Site, the Service, or the Mobile App.