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​CATS-Pass Terms & Conditions


Terms and Conditions Agreement

 

Effective: August 23, 2021

 

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THESE TERMS AND CONDITIONS ARE A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN YOU AND THE CITY OF CHARLOTTE, NORTH CAROLINA (THE "CITY").                                   THIS AGREEMENT SOMETIMES REFERS TO YOU AND THE CITY TOGETHER USING THE TERMS "WE," "US," AND "OUR."

 

THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND THE CITY MIGHT HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT.

 

SECTION 9 OF THIS AGREEMENT INCLUDES OUR ARBITRATION AGREEMENT. IT WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION.  UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST THE CITY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION OR OTHER REPRESENTATIVE ACTION OR PROCEEDING, EXCEPT AS THE ARBITRATION AGREEMENT MIGHT PROVIDE; AND (2) YOU WILL WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.  PLEASE SEE SECTION 9 FOR MORE INFORMATION ABOUT THE ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS OF THE ARBITRATION AGREEMENT, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.

 

 

1.         Acceptance of this Agreement.

The City and its contractors are providing this CATS-Pass Mobile Ticketing App (the "App"), which allows for the purchase of mobile tickets for transit services provided by the Charlotte Area Transit System "CATS."

 

If you install, use, or otherwise access the App, you and your heirs, assigns, and successors (collectively, "you" and "your") agree to each provision of this Agreement and represent and warrant to and with the City that: 

 

(a)        you have read, understood, and agreed to be bound by this Agreement; 

(b)       you have the authority to enter into this Agreement personally and, if applicable, on behalf of any organization on whose behalf you have created an account and to bind that organization to this Agreement.

 

By using the App, you agree to be bound by this Agreement and acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with this Agreement. You also agree to abide by any City policies related to the App that are published on the City's website or on or through the App.

 

If you do not agree to be bound by this Agreement, you may not access or use the App, and you must immediately delete any copy of the App that you have downloaded.

 

2.         Modifications.

The City may change the terms and conditions of this Agreement and any City policies relating to the App at any time, and each change will be effective upon the posting of an updated version of this Agreement through the App (for changes to this Agreement) or the City's web site (for changes to City policies). You should regularly review this Agreement and the City's web site, as your continued use of the App after the posting of any change will constitute your agreement to that change.

 

3.         Mobile Ticketing.

A "mobile ticket" means a type of ticket for buses, trains, streetcars, or other transit services provided by CATS that can be bought through this App. The security of your device and of your mobile tickets will be solely your responsibility.  If your device, or one or more of your tickets, is lost, stolen, or destroyed, CATS will not provide duplicate or replacement tickets.

 

A valid mobile ticket must be activated and displayed clearly on your device's screen whenever requested by a CATS fare enforcement officer (which could be, by example only, a police officer, a CATS security officer, a station attendant, or the operator of a train, bus, streetcar, or other transit vehicle). You must retain the mobile ticket throughout your entire journey.  If you are unable to show a valid mobile ticket at any point during your journey, you can be removed from CATS services and subject to penalties that could include being fined or banned from the transit system.

 

If your mobile ticket is not readable in any way, the ticket is invalid, and a new one must be bought at your expense.

 

If you delete the App, you will also delete all of your mobile tickets. It is possible, but not guaranteed, that if you promptly reinstall the App using the same account, your tickets might be downloaded back onto your device.

 

You cannot copy, print, or transfer mobile tickets except when expressly allowed, and in strict accordance with, rules that CATS might issue from time to time.

 

The price of a mobile ticket is the same as the corresponding physical ticket that you might buy from ticket vending machine or at a transit pass sales location. When you buy a mobile ticket on the App, you will be notified of the price of the ticket before you confirm your purchase.  For more information on fares please visit ridetransit.org

 

When you buy a mobile ticket on the App, you can find a list of your tickets under the section called "Wallet." The list will include all the ticket purchases you have made. You may choose to send a receipt from the app in PDF format to your e-mail for each completed ticket purchase.

 

A mobile ticket is valid for travel only on CATS services and only in accordance with this Agreement and with other applicable rules, ordinances, regulations, and policies of CATS and of the City. The travel is based on fare applicability at the time of buying a ticket.

 

A mobile ticket is valid only when the ticket has been activated on the App after purchase. You may not start your journey until you have activated your ticket. Once bought, the mobile ticket will specify the fare type and its expiration date.

 

The City reserves the right to issue updates or other changes to the App, and if that happens you might not be able to continue using the App without downloading the update or otherwise changed version.  You must download and install all updated and changed versions issued. The City will not be liable for any problems, errors, or losses that might result from you not using the most up-to-date version of the App.

 

4.         Rules and Prohibitions

"User" and "Users" in this Agreement refer to any and all individuals and other persons, groups, or entities who access, install, or otherwise use the App, including, without limitation, any organizations that register accounts or otherwise access, install, or use the App through their respective representatives. 

 

Without limiting other rules and provisions in this Agreement, by installing, accessing, or using the App, you agree to each of the following:

 

(a)               You will only use the App for lawful purposes; you will not use the App for sending or storing any unlawful material or for deceptive or fraudulent purposes; you will not engage in conduct that harms other Users or the City; and you will access and use the App only in strict accordance with this Agreement.

 

(b)               You will only use the App in accordance with all applicable laws, including laws governing copyrights, trade secrets, and other rights of third parties, including privacy or publicity rights.

 

(c)               You will only access the App using means explicitly authorized by the City.

 

(d)               You will not use another User's account, impersonate any person or entity, or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the App.

 

(e)               You will not use the App to cause nuisance, annoyance or inconvenience.

 

(f)                You will not use the App, or any content accessible through the App, for any commercial purpose.

 

(g)               You will not copy or distribute the App or any content displayed through the App for republication in any format or media.

 

(h)               You will not compile, directly or indirectly, any content displayed through the App except for your personal, noncommercial use.

 

(i)                 The information you provide when you register an account or otherwise communicate using the App will be accurate, you will promptly update that information in the App whenever any of that information changes, and you will promptly provide the City with whatever proof of identity the City might reasonably request.

 

(j)                 You will keep secure and confidential your account password and any identification credentials that allow you to access the App.

 

(k)               You will use the App only for your own use and will not directly or indirectly resell, license, or transfer the App or any content displayed by the App to any third party, except when expressly allowed, and in strict accordance with, rules that CATS might issue from time to time

 

(l)                 You will not use the App in any way that could damage, disable, overburden, or impair any City server or the networks connected to any the City server.

 

(m)             You will not attempt to gain unauthorized access to the App or to any account, resource, computer system, or network connected to any City server.

 

(n)               You will not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures the City might use to prevent or restrict access to the App or use of the App or its content.

 

(o)               You will not scrape or otherwise conduct any systematic retrieval of data or other content from the App.

 

(p)               You will not try to harm other Users, the City, or the App in any way whatsoever through or in connection with the App.

 

(q)               You will report to the City any errors, bugs, unauthorized access methodologies, or any breach of City intellectual property rights that you uncover in your use of the App.

 

(r)                You will not attempt to undertake any of the actions prohibited in the provisions listed above.

 

In the event that the City believes or determines that you have breached any of the above provisions, the City may, in its sole discretion, suspend or permanently deactivate your account, as well as pursuing any other remedies that the City has under this Agreement or otherwise.

 

5.         User Account

You will be required to register for an account to use the App.  You must provide accurate, current, and complete information during the registration process and at all other times when you use the App, and you must update the information to keep it accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or the City has reasonable grounds to suspect that any information you have provided is untrue, inaccurate, not current, or incomplete, the City may suspend or terminate your account and refuse you any and all current or future use of the App or of any future mobile applications. You agree not to create an account or use the App if you have been previously removed by the City from the App or if you have been previously banned from use of the App.

 

You are the sole authorized user of any account you create through the App. You are solely and fully responsible for all activities that occur under your password or account. You agree that you will monitor your account to prevent use by others, and you will accept full responsibility for anyone else's use of your password or your account. You may not authorize others to use your account, and you may not assign or otherwise transfer your account to any other person or entity. Should you suspect that anyone else might be using your password or account, you will notify the City immediately using the contact information specified in Section 18 of this Agreement.  The City will not be liable, and instead you may be liable, for any losses, damages, liability, expenses, or fees incurred by the City or by a third party arising from someone else using your account, regardless of whether you have notified the City of that unauthorized use.

 

6.         Electronic Communications and Signing.

By creating an App account, you agree to accept and receive communications electronically from the City and City contractors who perform work related to the App, including (by example only) through email, text message, telephone call, and push notification. You understand and agree that you might receive communications generated by automatic telephone dialing systems, systems that might deliver prerecorded messages, or systems that might generate text messages or App push notifications.  Message and data rates might apply to these communications, and you will be responsible for paying any such charges. 

 

By creating an App account, you consent to the use of electronic records to document your agreement with this Agreement.

 

7.         Intellectual Property.

Conditioned on your full compliance with this Agreement, and only to the extent that the City can grant it, you are being granted a temporary, revocable, and non-exclusive license to download, install, and use the App on your device.  You do not and will not own the App or any information provided to you through the App.  This Agreement is not a sale and does not otherwise convey to you any rights of ownership in or related to the App or in or related to any intellectual property, regardless of its nature and regardless of whether it is owned by the City or by a third party.   The App is owned by CATS and its contractors, and any data, text, graphics, images, audio and video clips, logos, icons, software and links, and any intellectual property and other rights relating to any of those, are and will remain the property of CATS or its contractors, as applicable. You may not copy, reproduce, republish, upload, post, transmit, or distribute the App or any of its content without CATS's prior written permission. You agree that you will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated into or accompanying the App.



8.         Live Vehicle Position.

Any live vehicle positioning provided by the App is for basic location purposes only.  You should not rely on it whenever precise location information is needed or where erroneous, inaccurate, or incomplete location data might cause damage or harm. Neither CATS, nor any of its contractors, guarantees the availability, accuracy, completeness, reliability, or timeliness of any location data tracked or displayed by the App. Any information about you (such as your location) that you upload, provide, or post on the App might be accessible to CATS and other Users of the App.

 

9.         Arbitration Agreement.

PLEASE READ THIS SECTION CAREFULLY.  IT REQUIRES YOU TO ARBITRATE MANY POTENTIAL DISPUTES WITH THE CITY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.  THIS SECTION 9 OF THIS AGREEMENT WILL BE REFERRED TO AS THE "ARBITRATION AGREEMENT."

 

(a)        Scope of Arbitration Agreement. For purposes of this Arbitration Agreement, a "Claim" is any dispute or claim relating in any way to your installation, access, or use of the App; to any advertising or marketing communications regarding the App; to any products or services sold or distributed through the App; or to any aspect of your relationship or transactions with the City in relation to App.  You and the City agree that any Claim will be resolved by binding arbitration, rather than in court, except that: (1) you or the City may assert a Claim in small claims court if the Claim otherwise qualifies, so long as the Claim remains in that court and advances only on an individual (non-class, non-representative) basis; and (2) you or the City may seek equitable relief in court, including (by example only) for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  This Arbitration Agreement will apply, without limitation, to all Claims that arose or were asserted before, on, or after the Effective Date of this Agreement.

 

(b)        IF YOU AGREE TO THIS ARBITRATION AGREEMENT WITH THE CITY, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONEY OR OTHER RELIEF IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE LAWSUIT.  INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST THE CITY IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.

 

(c)        Informal Resolution. You and the City agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. You and the City therefore agree that, before either you or the City demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any Claim covered by this mutual Arbitration Agreement. If you are represented by counsel, your counsel may participate in the conference, but you also must fully participate in the conference. The party initiating the Claim must give notice to the other party in writing of its, his, or her intent to initiate an informal dispute resolution conference, which must occur within sixty (60) days after the other party receives that notice, unless an extension is mutually agreed upon by the parties. To notify the City that you intend to initiate an informal dispute resolution conference, email telltransit@charlottenc.gov, providing your name, telephone number associated with your App account (if any), the email address associated with your App account (if any), and a description of your claim. In the interval between the party receiving the notice and the informal dispute resolution conference, the parties will be free to attempt to resolve the initiating party's claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration.   

 

(d)       Arbitration Rules and Forum. This Arbitration Agreement is governed by the Federal Arbitration Act ("FAA") in all respects. If for whatever reason the rules and procedures of the FAA cannot apply, North Carolina law governing arbitration agreements will apply.  Before a party may begin an arbitration proceeding, that party must send notice of an intent to initiate arbitration and certifying completion of the informal dispute resolution conference pursuant to Section 12(c).  If this notice is being sent to the City, it must be sent by email to the legal counsel who represented the City in the informal dispute resolution process, or if there was no such counsel then by mail to the address specified for the City in Section 18 of this Agreement. The arbitration will be conducted by an arbitrator reasonably selected by the City and pursuant to the terms of this Agreement.

 

(e)        Arbitrator Powers. The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable.  All disputes regarding the payment of the arbitrator or arbitration-organization fees, including the timing of such payments and remedies for nonpayment, will be determined exclusively by an arbitrator and not by any court.  The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any Claim. The arbitrator will have the authority to award, on an individual basis, monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and this Agreement (including this Arbitration Agreement).  The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The award will be binding only between you and the City and will have no preclusive effect in any other arbitration or other proceeding involving someone else. The arbitrator will follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator's decision will be final and binding on you and the City.

 

(f)        Waiver of Jury Trial.  FOR ALL CLAIMS THAT THIS ARBITRATION AGREEMENT REQUIRES TO BE ARBITRATED, YOU AND THE CITY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and the City are instead electing to have such Claims resolved by arbitration. There is no judge or jury in arbitration, and court review of an arbitration award is limited.

 

(g)       Waiver of Class or Consolidated Actions.  YOU AND THE CITY AGREE TO WAIVE ANY RIGHT TO RESOLVE ANY CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor the City is entitled to arbitration of that claim or dispute. Instead, all such claims and disputes will then be resolved in a court.

 

(h)       Opt Out.  Any update to the Agreement will not provide a new opportunity to opt out of the Arbitration Agreement for customers or Users who had previously agreed to a prior version of the Agreement and did not validly opt out of the Arbitration Agreement.  If you are a customer or User who creates an App account for the first time on or after October 1, 2021, you may opt out of this Arbitration Agreement pursuant to this subsection. If you do so, neither you nor the City can force the other to arbitrate as a result of this Arbitration Agreement. To opt out, you must notify the City in writing no later than thirty (30) days after you create an App Account for the first time. Your written notice must include your name and address, your App username (if any), the email address you currently use to access your App account (if any), the mobile telephone number you use to access your App account (if any), and a clear statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to the City using the contact information specified in Section 18 of the Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will be unaffected and will continue to apply to you.

 

(i)                 No Effect on Independent Contractor Agreement.   NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS ARBITRATION AGREEMENT WILL SUPERSEDE, AMEND, OR MODIFY THE TERMS OF ANY SEPARATE AGREEMENT BETWEEN YOU AND THE CITY RELATING TO YOUR WORK AS A CITY EMPLOYEE OR INDEPENDENT CONTRACTOR, INCLUDING WITHOUT LIMITATION, ANY INDEPENDENT CONTRACTOR AGREEMENT GOVERNING YOUR SERVICES AS A CONTRACTOR.

 

(j)        Survival. This Arbitration Agreement will survive any termination of your account, this Agreement, the App, or your access to the App. 

 

(k)       Modification. Notwithstanding any provision in the Agreement to the contrary, you agree that if the City makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to the City.

 

10.       Third-Party Interactions.

(a)        Third-Party Websites, Applications and Advertisements. The App might contain links to third-party websites ("Third-Party Websites") and applications ("Third-Party Applications") and advertisements ("Third-Party Advertisements") (collectively, "Third-Party Websites & Advertisements"). When you click on a link to a Third-Party Website, Third-Party Application, or Third-Party Advertisement, the City will not warn you that you have left the App and will not warn you that you might be subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites & Advertisements are not under the control of the City. The City is not responsible for any Third-Party Websites, Third-Party Applications, or Third-Party Advertisements. The City does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites & Advertisements or their products or services. You use all links in Third-Party Websites & Advertisements at your own risk. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

 

(b)       App Stores. You acknowledge and agree that the availability of the App is dependent on the third party from which you received the application license, e.g., the Apple iPhone or Android app stores ("App Store"). You acknowledge and agree that this Agreement is between you and the City and not with the App Store. 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 App. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store's terms and policies) when using the App.

  

11.       Indemnification.

(a)        The City and each of its past, current, and future officials, officers, employees, agents, contractors, and affiliates is an "Indemnified Party" for purposes of this Agreement.

 

(b)        For purposes of this Agreement, your "Children" means all of your minor children, any minor children otherwise under your guardianship or care, and any minor children whom you authorize or permit to use the App.

 

(c)        Notwithstanding any other provision of this Agreement, you will indemnify, defend, and hold harmless each and every Indemnified Party from and against any losses, claims, actions, costs, damages, obligations, duties, royalties, interest charges, other liabilities, penalties, fines, and expenses (including without limitation attorneys' fees and expenses) that might be incurred by one or more Indemnified Parties and that arise out of, relate to, or result from: (a) any misuse of the App by you or any of your Children; (b) any breach of this Agreement or of any representation, warranty, or covenant in this Agreement by you or any of your Children; or (c) any violation by you or any of your Children of any applicable laws, rules, or regulations related in any way to use of the App. In the event of any claim, allegation, suit, or proceeding alleging any matter potentially covered by the agreements in this Section 11, you shall pay for the defense of each Indemnified Party, including all reasonable costs and attorneys' fees incurred by each Indemnified Party. You agree that the provisions in this Section 11 will survive any termination of your account, this Agreement, the App, or your access to the App.

 

 

12.       Disclaimer of Warranties.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT ALLOWED BY LAW, YOUR USE OF THE APP IS ENTIRELY AT YOUR OWN RISK. THE APP IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE CITY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY CONTENT MADE AVAILABLE THROUGH THE APP.

 

THE CITY DOES NOT WARRANT THAT THE APP WILL OPERATE ERROR-FREE OR THAT THE APP WILL BE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL SOFTWARE. IF YOUR USE OF THE APP RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THE CITY WILL NOT BE RESPONSIBLE FOR THOSE COSTS.

 

CHANGES ARE PERIODICALLY MADE TO THE APP AND MAY BE MADE AT ANY TIME WITHOUT NOTICE TO YOU. 

 

13.       Internet Delays.

The App might be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. The City is not responsible for any delays, delivery failures, or damage, loss, or injury resulting from such problems.

 

14.       Breach and Limitation of Liability.

(a)        General. You understand and agree that a key element of the App and this Agreement is your and the City's mutual desire to keep the App simple and efficient and to provide the App at low cost.  You understand and agree to the limitations on remedies and liabilities in this Section 14 to keep the App simple and efficient and to keep its costs low.

 

(b)       Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE CITY'S AGGREGATE LIABILITY TO YOU CANNOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO THE CITY FOR MOBILE TICKETS THROUGH THE APP DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM.

 

(c)        Disclaimer of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, THE CITY CANNOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING FOR PERSONAL INJURY, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF DATA, LOSS OF REVENUE, OR LOSS USE OR ECONOMIC ADVANTAGE).  ALSO, TO THE FULLEST EXTENT PERMITTED BY LAW, NOTHING IN THIS AGREEMENT WILL WAIVE ANY GOVERNMENTAL IMMUNITY ENJOYED BY THE CITY. 

 

15.       Exclusive Venue.

(a)        For purposes of this Section 15, a "Legal Proceeding" is any dispute or claim that:                 (1) relates in any way to your installation, access, or use of the App; to any advertising or marketing communications regarding the App; to any products or services sold or distributed through the App; or to any aspect of your relationship or transactions with the City in relation to App, and (2) is not subject to arbitration under the Arbitration Agreement, either because that dispute or claim is excluded by the Arbitration Agreement's language or because a court of competent jurisdiction has ruled that the dispute or claim is otherwise not subject to the Arbitration Agreement.

 

(b)       Any Legal Proceeding must be initiated and pursued at all times exclusively in a state or federal court sitting in Mecklenburg County, North Carolina (those courts together are the "Mecklenburg County Courts"), and in no other county, state, nation, jurisdiction, or forum. With respect to any and all Legal Proceedings that might ever be initiated or pursued, you irrevocably consent and submit to the jurisdiction of the Mecklenburg County Courts, and you irrevocably waive any objection to: (1) the Mecklenburg County Courts' jurisdiction over such Legal Proceedings, including for example any objection to the Mecklenburg County Courts' jurisdiction over your person, and (2) venue in the Mecklenburg County Courts.  However, this section's requirements will not apply to any action, claim, lawsuit, or other legal proceeding that is initiated and pursued at all times solely to enforce an order, ruling, or judgment made or entered by a Mecklenburg County Court.

 

16.       Termination.

If you violate this Agreement, the City, in its sole discretion, may modify, suspend, or terminate your access to the App, for any reason, with or without notice to you and without liability to you or to any third party. In addition to modifying, suspending, or terminating your access to the App, the City may take appropriate legal action, including without limitation, pursuing civil, criminal or injunctive redress. Even after your right to use the App is terminated, this Agreement will remain enforceable against you.  All provisions that, by their nature, should survive to give effect to those provisions will survive the termination of this Agreement.  By example only, the provisions in these Sections of this Agreement will survive the expiration or termination of this Agreement: Section 7, Section 9, Section 11, Section 14, Section 15, and Section 17.

 

17.       General.

(a)        No Joint Venture or Partnership. No joint venture, partnership, employment, or agency relationship exists between you or the City as a result of this Agreement or use of the App.

 

(b)       Choice of Law. This Agreement is governed by the laws of the State of North Carolina, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of any other jurisdiction.

 

(c)        Severability. Except as otherwise provided in this Agreement, if any provision of this Agreement is found to be invalid, the invalidity of that provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect.

 

(d)       Notice. Where the City requires that you provide an e-mail address, you are responsible for providing the City with your most current e-mail address. In the event that the last e-mail address you provided to the City is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, the City's use of that last e-amil address will nonetheless constitute effective notice.

 

(e)        Electronic Communications. For contractual purposes, you (1) consent to receive communications from the City in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that the City provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing.  You agree to keep your contact information, including email address, current.

 

(f)        Transfer and Assignment. This Agreement, and any rights and licenses granted under it, may not be transferred or assigned by you, but may be assigned by the City without restriction.  Any attempted transfer or assignment by you will be null and void. This Agreement binds and inures to the benefit of each party and the party's successors and permitted assigns.

 

(g)        Limited Third-Party Beneficiaries.  Except to the extent that this Agreement grants certain rights to Indemnified Parties (a term defined in Section 11 of this Agreement): (1) All rights under this Agreement are solely for the benefit of you or the City, and (2) No rights created by this Agreement are intended to benefit, or to be enforceable by, anyone other than you and the City.

 

(h)        No Waiver.  The City cannot waive any of its rights under this Agreement, or waive any breach of this Agreement by you, except to the extent that the waiver is reduced to a writing that has been signed by the City Manager, the Deputy City Manager, or an Assistant City Manager.  For example, none of the following are sufficient to waive any of the City's rights under this Agreement or to waive any breach of this Contract by you: (a) any course of performance or other act or omission by any City official, employee, or agent, (b) any oral statement by any City official, employee, or agent, or (c) any statement in an email by or from any City official, employee, or agent.

 

(i)        Entire Agreement. This Agreement is the final, complete, and exclusive agreement between you and the City concerning this Agreement's subject matter and supersedes and merges all prior communications between you and the City with respect to that subject matter.  In entering into this Agreement, neither the City nor you relied in any way or to any extent on any promise, covenant, agreement, representation, or other statement or communication that was made by the other but that is not included in this Agreement.  The promises, covenants, agreements, representations, and statements in this Agreement were the sole and exclusive inducements on which the City and you each relied in entering into this Agreement.

 

18.       Contact Information.

If you have any questions or concerns about this Agreement, you may reach the City at:

 

            Mail:   Charlotte Area Transit System

                        600 E. 4th Street

                        Charlotte, NC  28202

                        Attn: Customer Service

                       

            Phone: phone contect 704-336-RIDE

 

            Email: email telltransit@charlottenc.gov