Terms — WHIP

Terms of service.

Whip, llc.

Version Date: March 2 2022

This Terms of Use Agreement (“Agreement”) constitutes a legally binding agreement made between

you, whether personally or on behalf of an entity (“user” or “you”) and whip Transit Inc. and its

affiliated companies (collectively, “ whip”, “whip” or “we” or “us” or “our”), concerning your access to

and use of the www.ridewhip.com website, applications, content, products, and services (the

“Services” as fully defined below) as well as any other media form, media channel, mobile website or

mobile application related or connected thereto (collectively, the “Website”). The Website provides the

following service: whip Transit Inc. is an all-electric transportation system that moves people to and

from their destinations. (“Services”). Supplemental terms and conditions or documents that may be

posted on the Website from time to time, are hereby expressly incorporated into this Agreement by

reference.

Please read this Agreement carefully before clicking the "Download" button, downloading or using the

Website. By clicking the "Download" button, downloading or using the Website, you are agreeing to

be bound by the terms and conditions of this Agreement. If you do not agree to the terms and

conditions of this Agreement, do not click on the "Download" button and do not download or use the

Website. This Agreement expressly supersedes any prior agreements or arrangements.

This Agreement includes whip’s Privacy Policy, which is incorporated by reference into this

Agreement.

whip makes no representation that the Website is appropriate or available in other locations other

than where it is operated by whip. The information provided on the Website is not intended for

distribution to or use by any person or entity in any jurisdiction or country where such distribution or

use would be contrary to law or regulation or which would subject whip to any registration

requirement within such jurisdiction or country.

All users who are under the age of 18 are not permitted to register to use the Services. If you are

under 18 years of age, please do not download, use or access the Website at any time or in any

manner.

YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT BY ACKNOWLEDGING SUCH

ACCEPTANCE DURING THE REGISTRATION PROCESS AND ALSO BY CONTINUING TO USE

THE SERVICES. IF YOU DO NOT AGREE TO ABIDE BY THIS AGREEMENT, OR TO

MODIFICATIONS THAT whip MAY MAKE TO THIS AGREEMENT IN THE FUTURE, DO NOT USE

OR ACCESS OR CONTINUE TO USE OR ACCESS THE SERVICES OR THE WEBSITE.

PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT

WILL REQUIRE YOU TO RESOLVE DISPUTES WITH whip ON AN INDIVIDUAL BASIS

THROUGH FINAL AND BINDING ARBITRATION. YOU UNDERSTAND THAT ABSENT THIS

PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. BY

ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ

AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO

CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

ARBITRATION AGREEMENT

By accepting this Agreement, you agree that you are required to resolve any claim that you may have

against whip on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will

preclude you from bringing any class, collective, or representative action against whip, and also

preclude you from participating in or recovering relief under any current or future class, collective,

consolidated, or representative action brought against whip by someone else.

You and whip agree that any dispute, claim or controversy arising out of or relating to (a) this

Agreement or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b)

your access to or use of the Service at any time, whether before or after the date you agreed to the

terms, will be settled by binding arbitration between you and whip, and not in a court of law.

You acknowledge and agree that you and whip are each waiving the right to a trial by jury or to

participate as a plaintiff or class member in any purported class action or representative proceeding.

Unless both you and whip otherwise agree in writing, any arbitration will be conducted only on an

individual basis and not in a class, collective, consolidated, or representative proceeding. However,

you and whip each retain the right to bring an individual action in small claims court and the right to

seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or

threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade

secrets, patents or other intellectual property rights.

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance

with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer

Related Disputes (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement.

The AAA Rules are available at www.adr.org. Your arbitration fees and your share of arbitrator

compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the

AAA Consumer Rules.

You and whip agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or

agency, shall have exclusive authority to resolve any disputes relating to the interpretation,

applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or

any part of this Arbitration Agreement is void or voidable.

The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on

the arbitration award may be entered in any court having competent jurisdiction to do so. An

Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment

thereon shall have no precedential or collateral estoppel effect.

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason,

(1) the unenforceable or unlawful provision shall be severed from these terms; (2) severance of the

unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the

Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an

individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must

therefore proceed on a class, collective, consolidated, or representative basis, such claims must be

litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that

litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

ACCESS AND USE OF SERVICES

User Accounts

In order to use most aspects of the Services, you must register for and maintain an active personal

user Services account ("Account"). You must be at least 18 years of age to obtain an Account.

Account registration requires you to submit to whip certain personal information, such as your name,

email address, zip code, gender and phone number. You agree to maintain accurate, complete, and

up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date

Account information may result in your inability to access or use the Services. You may only possess

one Account and whip reserves the right to deactivate any additional or duplicate accounts.

User Requirements and Conduct.

The Service is not available for use by persons under the age of 18 unless accompanied by you, their

parent or guardian. You may not authorize third parties to use your Account and you may not assign

or otherwise transfer your Account to any other person or entity. You agree to comply with all

applicable laws when accessing or using the Services, and you may only access or use the Services

for lawful purposes (e.g., no transport of unlawful or hazardous materials). You agree to comply with

the whip Rider Code of Conduct. You may not in your access or use of the Services cause nuisance,

annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other

party. You may be asked to provide proof of identity or other method of identity verification to access

or use the Services, and you agree that you may be denied access to or use of the Services if you

refuse to provide proof of identity or other method of identity verification.

Communications

whip may communicate with you by email, text message or posting notice on the Services. You agree

to receive email from us at the email address you provided to us for customer service-related

purposes.

THE SERVICES

The Services comprise of mobile applications and related services, which enable users to arrange

and schedule transportation and/or logistics to certain destinations. Unless otherwise agreed by whip

in a separate written agreement with you, the Services are made available solely for your personal,

noncommercial use. The Services is not available to users who have had their account temporarily or

permanently deactivated. No part of the Services is directed to persons under the age of 18. Children

under 18 of age are welcome to use the Services when accompanied by you, their parent or

guardian.

Charges

As a user of the Services, whip may charge for such usage. The charge may include fares, fees, and

taxes plus any tips to the driver that you elect to give. whip reserves the right to determine and modify

pricing terms for the Services.

All charges are facilitated through a third-party payment processor (e.g., First Data, Stripe, Inc., or

Braintree, a division of PayPal, Inc.). whip may replace its third-party payment processor without

notice to you.

When you make a trip request or upon addition of a new payment method, whip may need to verify

your payment method to ensure the ride cost will be covered and to protect against unauthorized

behavior by issuing a temporary authorization hold. The authorization is not a charge, however, it

may reduce your available credit by the authorization amount.

At the request of the trip, whip may place a temporary authorization hold for the upfront price of the

trip on the payment method. The authorization amount and charge depends on the ride cost, number

of riders and location. It appears as a "pending" charge on your account's payment method, but they

are not charges. This is a standard industry practice.

whip voids the authorization after your driver picks you up at the designated pickup location and the

authorization becomes a final charge. Sometimes, a voided authorization is not processed by your

bank at the same speed as the actual charge - leading your account balance to appear as if you were

charged twice. When you check the charge, you will see the authorization stays in pending status,

until it disappears from your account and there will be only one charge of the amount. If the

authorization causes your account to overdraft, you will need to contact your bank or financial

institution for next steps.

After requesting a ride, you or your driver may cancel the ride at any time prior to pickup at the

designated location. After cancellation of the ride, the authorization will disappear from your

statement in 3-6 business days. There will be no charge and no refund. It will appear as if the

transaction did not take place. The time it takes for the authorization to disappear will depend on your

card issuer and/or bank. whip has no control of when the authorization will disappear.

Upon pickup at the designated location, the charge will be final and not refundable. You may also be

charged if you fail to show up after requesting a ride and do not cancel the ride.

Cancellation Policy

Repeated cancellations may result in the temporary or permanent deactivation of your account in

whip’s sole discretion

No-Show Policy

Repeated “no-show” instances may result in the temporary or permanent deactivation of your

account in whip’s sole discretion

MOBILE APPLICATION LICENSE

If you are accessing the Services via a mobile application, then whip grants you a revocable,

non-exclusive, non-transferable, non-sublicensable, limited right to install and use the application on

wireless handsets owned and controlled by you, and to access and use the application on such

devices strictly in accordance with the terms and conditions of this license. You shall use the

application strictly in accordance with the terms of this license and shall not: (a) decompile, reverse

engineer, disassemble, attempt to derive the source code of, or decrypt the application; (b) make any

modification, adaptation, improvement, enhancement, translation or derivative work from the

application; (c) violate any applicable laws, rules or regulations in connection with your access or use

of the application; (d) remove, alter or obscure any proprietary notice (including any notice of

(e) use the application for any revenue generating endeavor, commercial enterprise, or other purpose

for which it is not designed or intended; (f) make the application available over a network or other

environment permitting access or use by multiple devices or users at the same time; (g) use the

application for creating a product, service or software that is, directly or indirectly, competitive with or

in any way a substitute for the application; (h) use the application to send automated queries to any

website or to send any unsolicited commercial e-mail; or (i) use any proprietary information or

interfaces of whip or other intellectual property of whip in the design, development, manufacture,

licensing or distribution of any applications, accessories or devices for use with the application.

Terms Applicable to Apple and Android Devices

The following terms apply when you use a mobile application obtained from either the Apple Store or

Google Play to access the Services. You acknowledge that this Agreement is between you and whip

only, and not with Apple Inc. or Google, Inc. (each an “App Distributor”), and whip, not an App

Distributor, is solely responsible for the whip application and the content thereof.

(1) SCOPE OF LICENSE: The license granted to you for the whip application is limited to a

non-transferable license to use the whip application on a device that utilizes the Apple iOS or Android

operating system, as applicable, and in accordance with the usage rules set forth in the applicable

App Distributor terms of service.

(2) MAINTENANCE AND SUPPORT: whip is solely responsible for providing any maintenance and

support services with respect to the whip application, as specified in this Agreement, or as required

under applicable law. You acknowledge that each App Distributor has no obligation whatsoever to

furnish any maintenance and support services with respect to the whip application.

(3) WARRANTY: whip is solely responsible for any product warranties, whether express or implied by

law, to the extent not effectively disclaimed.

(4) PRODUCT CLAIMS: You acknowledge that whip, not an App Distributor, is responsible for

addressing any claims of yours or any third party relating to the whip application or your possession

and/or use of the whip application, including, but not limited to: (i) product liability claims; (ii) any

claim that the whip application fails to conform to any applicable legal or regulatory requirement; and

(iii) claims arising under consumer protection or similar legislation.

(5) INTELLECTUAL PROPERTY RIGHTS: You acknowledge that, in the event of any third party

claim that the whip application or your possession and use of the whip application infringes a third

party’s intellectual property rights, the App Distributor will not be responsible for the investigation,

defense, settlement and discharge of any such intellectual property infringement claim.

(6) LEGAL COMPLIANCE: You represent and warrant that (i) you are not located in a country that is

subject to a U.S. government embargo, or that has been designated by the U.S. government as a

“terrorist supporting” country; and (ii) you are not listed on any U.S. government list of prohibited or

restricted parties.

(7) THIRD PARTY TERMS OF AGREEMENT: You must comply with applicable third-party terms of

agreement when using the whip application, e.g., if you have a VoIP application, then you must not

be in violation of their wireless data service agreement when using the whip application.

(8) THIRD PARTY BENEFICIARY: whip and you acknowledge and agree that the App Distributors,

and their subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance

of the terms and conditions of this Agreement, each App Distributor will have the right (and will be

deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary

thereof.

SUBMISSISONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other

information about the Website or the Services ("Submissions") provided by you to whip are

non-confidential and whip (as well as any designee of whip) shall be entitled to the unrestricted use

and dissemination of these Submissions for any purpose, commercial or otherwise, without

acknowledgment or compensation to you.

PROHIBITIED ACTITIVIES

You may not access or use the Website for any other purpose other than that for which whip makes it

available. You are responsible for your actions when using and relying on the Services. You must use

the Services in compliance with all privacy, data protection, intellectual property and other applicable

laws. You may not use the Services in an illegal way or commit an illegal act in relation to the

Services or that otherwise results in fines, penalties, and other liability to whip or others.

The Website may not be used in connection with any commercial endeavors except those that are

specifically endorsed or approved by whip. Prohibited activity includes, but is not limited to:

A. deciphering, decompiling, disassembling or reverse engineering any of the software comprising or

in any way making up a part of the Website

B. deleting the copyright or other proprietary rights notice from any Website content

C. engaging in any automated use of the system, such as using any data mining, robots or similar

data gathering and extraction tools

D. except as may be the result of standard search engine or Internet browser usage, using or

launching, developing or distributing any automated system, including, without limitation, any spider,

robot (or "bot"), cheat utility, scraper or offline reader that accesses the Website, or using or

launching any unauthorized script or other software

E. interfering with, disrupting, or creating an undue burden on the Website or the networks or services

connected to the Website

F. making any unauthorized use of the Services, including collecting usernames and/or email

addresses of users by electronic or other means for the purpose of sending unsolicited email, or

creating user accounts by automated means or under false pretenses

G. systematic retrieval of data or other content from the Website to create or compile, directly or

indirectly, a collection, compilation, database or directory without written permission from whip

H. using the Services as part of any effort to compete with whip or to provide services as a service

bureau

I. using the Website in a manner inconsistent with any and all applicable laws and regulations

INTELLECTUAL PROPERTY RIGHTS

The content on the Website (“whip Content”) and the trademarks, service marks and logos contained

therein (“Marks”) are owned by or licensed to whip and are subject to copyright and other intellectual

property rights under United States and foreign laws and international conventions. whip Content

includes, without limitation, all source code, databases, functionality, software, website designs,

audio, video, text, photographs and graphics. All whip graphics, logos, designs, page headers, button

icons, scripts and service names are registered trademarks, common law trademarks or trade dress

of whip in the United States and/or other countries. whip's trademarks and trade dress may not be

used, including as part of trademarks and/or as part of domain names, in connection with any product

or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in

whole or in part, without the prior written permission of whip.

whip Content is provided to you “AS IS” for your information and personal use only and may not be

used, copied, reproduced, aggregated, distributed, transmitted, broadcast, displayed, sold, licensed,

or otherwise exploited for any other purposes whatsoever without the prior written consent of the

respective owners. Provided that you are eligible to use the Website, you are granted a limited

license to access and use the Website and the whip Content and to download or print a copy of any

portion of the whip Content to which you have properly gained access solely for your personal,

non-commercial use. whip reserves all rights not expressly granted to you in and to the Website and

whip Content and Marks.

THIRD-PARTY WEBSITES AND CONTENT

The Website contains (or you may be sent through the Website or the Services) links to other

websites ("Third Party Websites") as well as articles, photographs, text, graphics, pictures, designs,

music, sound, video, information, applications, software and other content or items belonging to or

originating from third parties (the "Third Party Content"). Such Third Party Websites and Third Party

Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness

by us, and we are not responsible for any Third Party Websites accessed through the Website or any

Third Party Content posted on, available through or installed from the Website, including the content,

accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the

Third Party Websites or the Third Party Content. Inclusion of, linking to or permitting the use or

installation of any Third Party Website or any Third Party Content does not imply approval or

endorsement thereof by us. If you decide to leave the Website and access the Third Party Websites

or to use or install any Third Party Content, you do so at your own risk and you should be aware that

our terms and policies no longer govern. You should review the applicable terms and policies,

including privacy and data gathering practices, of any website to which you navigate from the

Website or relating to any applications you use or install from the Website. Any purchases you make

through Third Party Websites will be through other websites and from other companies, and whip

takes no responsibility whatsoever in relation to such purchases which are exclusively between you

and the applicable third party.

OWNERSHIP

The Services and all rights therein are and shall remain whip's property or the property. Neither these

terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services

except for the limited license granted above; or (ii) to use or reference in any manner whip's company

names, logos, product and service names, trademarks or services marks.