Spare Master "Software as a Service" Agreement
Spare Master "Software as a Service" Agreement
Last Modified: December 6, 2024
This Master “Software as a Service” Agreement (the “Agreement”) is entered into between Spare Labs Inc. (“Spare”), located at Suite 810, 815 W Hastings St, Vancouver, BC V6C 1B4, Canada, and the entity identified in the applicable Order Form (“Customer”). Spare and Customer are referred to individually as a “Party” and collectively as the “Parties”.
By executing an Order Form referencing this Agreement or accessing or using the Services provided by Spare, Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement. This Agreement may be updated from time to time as described in Section 2.5, with the latest version available at spare.com/msa. Spare will update the “Last Modified” date to reflect changes. It is Customer’s responsibility to review the current version of this Agreement regularly.
RECITALS
- Spare’s Services: Spare provides software as a service (“SaaS”) for business application software and related services.
- Customer’s Intent: Customer desires to use Spare’s SaaS offerings, and both Parties agree to establish their respective rights, duties, and obligations as set forth in this Agreement.
NOW THEREFORE Spare and Customer hereby agree as follows:
1. DEFINITIONS
The following terms, as used in this Agreement, shall have the meanings set forth below. Additional defined terms may be included in this Agreement or in any applicable Order Form.
"API" means Application Programming Interface, a set of programming protocols and tools that allow software applications to communicate and interact with each other, including but not limited to those provided by Open Fleet Providers.
"Approved Open Fleet Provider" means a third-party transportation network company, such as Lyft or Uber, whose services are integrated and facilitated through the Spare Platform as part of the Open Fleets Services.
“Fees” means the amounts specified in the applicable Order Form, including but not limited to Subscription Fees.
“Order Form” means a written or electronic document executed by the Parties that details the Services, subscription period, Fees, and any other commercial terms agreed upon by the Parties.
“Services” means Spare’s transportation software as a service (“SaaS”) offerings, as described in greater detail at spare.com, provided to Customer pursuant to one or more Order Forms.
"Rider" means an individual who utilizes transportation services booked or coordinated through the Spare Platform, including, without limitation, services provided by Approved Open Fleet Providers.
"Spare Open Fleets” means a feature of the Spare Platform that enables integration with Approved Open Fleet Providers to facilitate the booking, coordination, and provision of third-party transportation network services, subject to the terms set forth in Exhibit C (Open Fleets Terms).
“Subscription Fees” means the recurring fees payable for access to and use of the Services as outlined in the applicable Order Form.
“Term” means the duration of this Agreement or the applicable Order Form, as defined in Section 6.
2. SAAS SERVICES AND SUPPORT
2.1 Provision of Services: Spare will provide the Services and perform the related responsibilities as specified in this Agreement and any applicable Order Form, including any updates, modifications, enhancements, or replacements during the Term, in accordance with the terms of this Agreement.
2.2 Order Form Binding Nature. Order Forms are binding upon execution by both Parties. Customer’s right to use the Services is subject to the terms, conditions, restrictions, and parameters set forth in the executed Order Form(s). Services provided under an Order Form will be delivered for the duration specified therein.
2.3 Service Levels and Registration. Spare will use commercially reasonable efforts to deliver the Services in accordance with the Service Level Terms detailed in Exhibit A. During registration, Customer must designate an administrative username and password for its Spare account. Spare reserves the right to reject or deactivate usernames or passwords it deems inappropriate.
2.4 Technical Support. Spare will provide reasonable technical support as outlined in Exhibit B.
2.5 Amendments to Agreement. Spare may amend this Agreement or any incorporated documents at its discretion by posting the revised terms at spare.com/msa. Spare will notify Customer of any material changes. The updated terms will become effective upon posting or on a later date specified by Spare. Customer’s continued use of the Services constitutes acceptance of such changes.
2.6 Multimodal Add-On Services.
(a) Requirements for Data Quality and Format. Customer acknowledges that Spare’s multimodal product requires accurate, up-to-date GTFS Schedule and GTFS Realtime data (including, without limitation, schedules, stops, and live vehicle location updates) for optimal performance. Such data must: (i) Be valid according to GTFS specifications such as those found at GTFS Documentation; (ii) Pass the GTFS Canonical Validator with no errors or warnings, and (iii) Comply with the “California Transit Data Guidelines” (or any such guidelines provided in writing by Spare).
(b) Professional Services for Data Quality Issues. Should the Customer’s GTFS data fail to meet the above requirements or otherwise be determined by Spare, acting reasonably, to be insufficient for the Multimodal Add-On, Customer agrees to either (i) provide the necessary corrections or (ii) compensate Spare for any services rendered to correct such issues at Spare’s professional services rates, as effective at the time of service.
(c) Customer Responsibility for Data Maintenance. Customer is responsible for the continuous maintenance and accuracy of its GTFS data. Spare shall bear no liability for inaccuracies, delays, or interruptions in the Multimodal Add-On resulting from errors or omissions in Customer-provided data.
2.7 Open Fleets Services. The terms set forth in Exhibit C (Open Fleets Terms) shall apply only if Customer elects to utilize Open Fleets by indicating such election in the applicable Order Form or otherwise agreeing in writing between the Parties. The terms of Exhibit C (Open Fleets Terms) shall apply in addition to this Agreement solely for the duration that Customer subscribes to Spare Open Fleets. In the event of any conflict between this Agreement and Exhibit C, the terms of Exhibit C shall govern solely with respect to Open Fleets.
3. RESTRICTIONS AND CUSTOMER RESPONSIBILITIES
3.1 Prohibited Actions. Customer shall not, directly or indirectly:
(i) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, underlying structure, ideas, or algorithms of the Services or any associated software, documentation, or data (the “Software”); (ii) Modify, translate, or create derivative works based on the Services or Software, except as expressly authorized by Spare; (iii) Use the Services or Software for timesharing, service bureau purposes, or any benefit to a third party; or (iv) Remove, alter, or obscure any proprietary notices or labels.
For any Software provided for use on Customer’s premises or devices, Spare grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable license to use the Software solely during the Term and only in connection with the Services.
3.2 Compliance with Laws. Customer represents and warrants that its use of the Services will comply with all applicable laws, regulations, and requirements. Customer agrees to indemnify and hold harmless Spare from any claims, losses, or expenses, including reasonable attorneys’ fees, arising from Customer’s violation of this provision or its misuse of the Services. Spare reserves the right to monitor Customer’s use of the Services and may suspend access to the Services for suspected violations.
3.3 Customer Data Responsibilities. Customer is solely responsible for:
(i) Inputting, protecting, and backing up all data used in connection with the Services;
(ii) Providing accurate and complete information necessary for Spare to integrate and deliver the Services; and
(iii) Ensuring that any errors or omissions in data or processes do not adversely impact Service performance.
Spare is not liable for Service disruptions or reduced quality caused by Customer’s actions, inactions, or inaccurate data. Customer is responsible for all costs associated with integrating its specific data into Spare’s platform unless expressly agreed otherwise in the applicable Order Form.
3.4 Equipment and Security. Customer is responsible for obtaining and maintaining all equipment and ancillary services necessary to access and use the Services, including modems, hardware, servers, software, networking, and web services (“Equipment”). Customer shall:
(i) Maintain the security of Equipment, account credentials, and files; and
(ii) Be responsible for all activity under its account, whether authorized or not.
3.5 Legal Compliance. Customer shall comply with all applicable local, state, provincial, federal, and international laws in its use of the Services.
3.6 End User Terms and Privacy Compliance. Customer is solely responsible for:
(i) Providing its end users with terms of service and a privacy policy governing their use of the Services, which shall form an agreement between Customer and the end user; and
(ii) Securing all necessary permissions or lawful bases for the collection, use, and processing of end users’ personal information by Spare as part of the Services.
3.7 Data Quality for Data Imports. Customer acknowledges that Spare is not liable for issues arising from the quality, accuracy, completeness, or format of data provided by Customer or third parties for import into Spare’s platform. Customer agrees to ensure all data meets Spare’s specified standards for quality, accuracy, and format. Should Spare be required to process or correct non-compliant data, Spare reserves the right to charge additional fees at its then-current professional services rates. Spare may also engage third-party providers to assist, with Customer bearing any resulting additional costs.
4. CONFIDENTIALITY; PROPRIETARY RIGHTS
4.1 Confidentiality Obligations. Each Party (the “Receiving Party”) acknowledges that the other Party (the “Disclosing Party”) may disclose non-public, proprietary business, technical, or financial information (“Proprietary Information”). Proprietary Information includes, but is not limited to: (i) For Spare: Non-public information about the features, functionality, and performance of the Services; and (ii) For Customer: Non-public data provided to Spare to facilitate the provision of the Services (“Customer Data”).
The Receiving Party agrees to: (i) Use reasonable precautions to protect the Proprietary Information; and (ii) Use the Proprietary Information solely to perform obligations or exercise rights under this Agreement and not disclose it to any third party without the Disclosing Party’s prior written consent.
The obligations under this Section shall not apply to any information that the Receiving Party can demonstrate: (a) Is or becomes publicly available through no breach by the Receiving Party; (b) Was in the Receiving Party’s possession prior to disclosure; (c) Was rightfully disclosed to the Receiving Party by a third party without restriction; (d) Was independently developed by the Receiving Party without reference to the Proprietary Information; or (e) Is required to be disclosed by law, provided that the Receiving Party gives the Disclosing Party prompt written notice and cooperates in seeking a protective order or similar remedy.
4.2 Ownership of Data and Intellectual Property.
(i) Customer Data: Customer retains all right, title, and interest in and to Customer Data, including data entered by end users at Customer’s request.
(ii) Spare Intellectual Property: Spare retains all right, title, and interest in and to: (a) The Services and Software, including any improvements, enhancements, or modifications; (b) Any technology, applications, or inventions developed in connection with the Services or support; and (c) All associated intellectual property rights. Any custom software, configurations, or enhancements developed by Spare in connection with this Agreement, whether paid for by Customer or otherwise, shall be solely owned by Spare. No rights or licenses are granted to Customer under this Agreement except as expressly set forth herein.
4.3 Learning Data. Spare may collect and analyze data related to the provision and use of the Services, including anonymized or aggregated data derived from Customer Data (“Learning Data”). Spare holds all rights, title, and interest in Learning Data and may use it to: (i) Improve and enhance the Services; (ii) Develop new products, features, or offerings; and (iii) Publish insights in aggregate or de-identified form for business purposes. For certainty, Learning Data will not include personally identifiable information of an individual person.
4.4 Limited License for Marketing. Customer grants Spare a limited, non-exclusive, royalty-free license to use Customer’s name, logo, and trademarks solely to market and promote Spare’s products or services. Such marketing may include identifying Customer as a user of Spare’s Services or showcasing Customer’s use of specific features, as agreed by both Parties.
4.5 Reservation of Rights. All rights not expressly granted in this Agreement are reserved by Spare.
5. FEES
5.1 Payment of Fees. Customer shall pay Spare the applicable fees specified in any executed Order Form (“Fees”). If Customer’s usage of the Services exceeds the Service Capacity outlined in the Order Form or otherwise incurs additional charges, Customer will be billed for such overages and agrees to pay these charges as provided herein.
Spare reserves the right to modify Fees or introduce new charges at the end of the Term or any renewal term, provided that Spare gives Customer at least thirty (30) days’ prior written notice (which may be sent via email). All Fees are non-refundable once paid. If Customer disputes a charge, Customer must notify Spare within sixty (60) days of the billing statement date to be eligible for an adjustment or credit.
5.2 Billing and Payment Terms. Spare may issue invoices for the Fees, which Customer shall pay in full within thirty (30) days of the invoice date. Any unpaid amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Customer agrees to reimburse Spare for all reasonable costs incurred in collecting overdue payments, including legal fees. Failure to pay overdue amounts may result in suspension or termination of the Services.
5.3 Taxes. Unless expressly stated otherwise, Fees do not include any applicable taxes, levies, duties, or similar governmental assessments, including value-added, goods and services, harmonized, use, or withholding taxes (“Taxes”). Customer is responsible for paying all Taxes associated with its purchases under this Agreement, excluding taxes based on Spare’s net income or property. If Spare is required by law to collect Taxes on behalf of a taxing authority, such Taxes will be included on the invoice and paid by Customer, unless Customer provides a valid tax exemption certificate.
5.4 Payment Schedule. Customer shall pay Fees in accordance with the schedule specified in the applicable Order Form.
5.5 Annual Fee Adjustments (CPI Increase). On each anniversary of the first day of the Term (the “CPI Adjustment Date”), Spare may increase Fees by the greater of: (i) Five percent (5%); or (ii) The percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average for All Items (1984=100), as published by the U.S. Department of Labor, Bureau of Labor Statistics, for the prior calendar year.
6. TERM AND TERMINATION
6.1 Term. This Agreement commences on the date Customer agrees to an Order Form and remains in effect for the duration specified in the Order Form (the “Term”). Unless otherwise specified in the Order Form, each Order Form will automatically renew for successive one-year periods unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. In no event shall the Term of this Agreement or any Order Form extend beyond the period expressly agreed in writing by the Parties.
6.2 Termination. Either Party may terminate this Agreement: (i) Upon thirty (30) days’ written notice to the other Party in the event of a material breach of this Agreement, provided that such breach is not cured within the notice period; or (ii) Immediately, without prior notice, in the event of nonpayment by Customer. Customer shall pay all Fees due for Services provided up to and including the effective date of termination.
6.3 Survival. The provisions of this Agreement that, by their nature, are intended to survive termination or expiration shall remain in effect, including but not limited to: (i) Payment obligations; (ii) Confidentiality obligations; (iii) Warranty disclaimers; and (iv) Limitations of liability.
7. WARRANTY AND DISCLAIMER
7.1 Service Standards and Availability. Spare will use reasonable efforts, consistent with prevailing industry standards, to maintain the Services and minimize errors or interruptions. Implementation Services will be performed in a professional and workmanlike manner. The Services may be temporarily unavailable for scheduled maintenance, emergency maintenance, or events beyond Spare’s reasonable control, including interruptions caused by third-party providers. Spare will use reasonable efforts to provide advance notice of scheduled disruptions.
7.2 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS.” SPARE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY SPECIFIC RESULTS WILL BE ACHIEVED THROUGH THE USE OF THE SERVICES.
8. INDEMNITY
8.1 Spare’s Indemnity Obligations. Spare shall defend, indemnify, and hold harmless Customer against any third-party claims alleging that the Services infringe a United States patent, copyright, or misappropriate a trade secret, provided that: (i) Customer promptly notifies Spare in writing of the claim; (ii) Customer provides Spare with all reasonable assistance, at Spare’s expense, in defending the claim; and (iii) Spare retains sole control over the defense and settlement of the claim. Spare shall not be liable for any settlement or compromise made by Customer without Spare’s prior written approval.
8.2 Exclusions from Indemnity. Spare’s indemnity obligations do not apply if the claim arises from: (i) Components, portions, or data within the Services not supplied by Spare; (ii) Modifications made to the Services at Customer’s request or direction; (iii) Use of the Services in combination with other products, processes, or materials, where the alleged infringement relates to such combination; (iv) Continued use of the Services after Spare provides Customer with modifications, alternatives, or instructions to avoid infringement; or (v) Use of the Services outside the scope permitted by this Agreement.
8.3 Remedies for Infringement Claims. If the Services are determined to infringe, or if Spare reasonably believes they may infringe, Spare may, at its sole discretion and expense: (i) Modify or replace the Services to eliminate the infringement while maintaining substantially equivalent functionality; (ii) Obtain a license for Customer to continue using the Services; or (iii) Terminate the affected Services or this Agreement and provide Customer with a prorated refund of any prepaid, unused fees for the Services.
8.4 Insurance Coverage and Subrogation. Spare’s indemnity obligations under this section shall first be satisfied through its applicable insurance coverage. Customer agrees to pursue recovery directly from Spare’s insurer for any claims covered by such insurance, including claims brought by end-users. Customer waives any right to recover damages from Spare beyond the scope and limits of Spare’s actual insurance coverage. Indemnity obligations under this section extend to third-party claims, including those brought by end-users, provided such claims are covered by Spare’s applicable insurance policy.
9. LIMITATION OF LIABILITY
9.1 EXCEPT FOR BODILY INJURY OR DEATH CAUSED BY SPARE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SPARE’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (I) THE TOTAL FEES PAID BY CUSTOMER TO SPARE FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (II) THE AMOUNTS RECOVERABLE UNDER SPARE’S APPLICABLE INSURANCE POLICY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPARE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS, OR DATA, OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES, WHETHER ARISING UNDER CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, EVEN IF SPARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER FURTHER WAIVES ANY RIGHT TO BRING CLAIMS OR LAWSUITS AGAINST SPARE EXCEPT TO THE EXTENT SUCH CLAIMS ARE COVERED BY SPARE’S INSURANCE. THIS WAIVER APPLIES TO CLAIMS BASED ON NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF RECOVERY
10. MISCELLANEOUS
10.1 This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, communications, or understandings related to its subject matter. Any modifications or waivers must be in writing and signed by both Parties. If any provision of this Agreement is determined to be invalid or unenforceable, it shall be limited or removed to the minimum extent necessary, and the remaining provisions will remain in full force and effect. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties, and Customer has no authority to bind Spare in any way or act on Spare’s behalf without express written authorization. The provisions of this Agreement that, by their nature, should survive termination or expiration shall remain in effect, including but not limited to payment obligations, confidentiality obligations, warranty disclaimers, limitations of liability, indemnity obligations, and intellectual property rights.
10.2 Customer may not assign, transfer, or sublicense its rights or obligations under this Agreement without Spare’s prior written consent. Spare may assign or transfer its rights or obligations under this Agreement without Customer’s consent. If Customer is a governmental or publicly funded entity, Spare may permit associated entities of Customer (collectively, “Associated Entities” and each is an “Associated Entity”) to purchase Services under this Agreement, provided each establishes its own contract with Spare, is invoiced separately, and is independently responsible for payments. Customer shall not bear financial liability for the obligations of any Associated Entity, and this Agreement does not create any contractual relationship between Spare and any Associated Entity without a separate executed agreement.
10.3 Notices under this Agreement must be in writing and are deemed given: (i) upon receipt, if delivered personally or by courier; (ii) when receipt is confirmed electronically, if sent by email; (iii) the day after dispatch, if sent for next-day delivery by a recognized courier; or (iv) upon receipt, if sent by certified mail with return receipt requested. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to its conflict of laws principles. Customer agrees to reasonably cooperate with Spare upon request, including serving as a reference account or providing feedback on Spare’s services.
10.4 Privacy Policy. Spare’s Privacy Policy, available at https://spare.com/privacy-policy is incorporated into this Agreement by reference. Customer acknowledges and agrees to Spare’s practices regarding the collection, use, and processing of data as outlined in the Privacy Policy.
10.5 Force Majeure. Neither Party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, cyberattacks, government actions, or utility failures, provided the affected Party promptly notifies the other Party of the force majeure event and uses reasonable efforts to mitigate its impact.
EXHIBIT A
Service Level Terms
General Service Level Terms and Downtime Management:
Spare will maintain 99.9% Service availability, measured monthly, excluding scheduled maintenance. Downtime resulting from Customer-requested maintenance or modifications during scheduled hours will also be excluded from availability calculations. Additionally, downtime caused by third-party outages, utility failures, or other events beyond Spare’s reasonable control will not be counted toward availability metrics.
If downtime lasts longer than one hour, Customer will receive a credit of 0.3% of annual Service Fees for every 30 consecutive minutes of downtime, capped at one credit per day. To qualify for a credit, Customer must notify Spare in writing within 24 hours of the downtime. Credits are limited to one (1) week of Service Fees per calendar month, are non-cash, and apply only to the month in which the downtime occurred. Spare is not liable for downtime caused by its enforcement of policies, including data communication blocking, which shall not constitute a failure to provide adequate service levels. Downtime credits shall not exceed 10% of the annual Service Fees paid by Customer for the affected month, regardless of the total amount of downtime.
Incident Management:
Service issues will be categorized and addressed as follows:
(i) Fatal: Complete degradation affecting all users and critical functions. Response time: 30 minutes during Support Hours.
(ii) Severe: Significant degradation affecting a large percentage of users or critical functions. Response time: 90 minutes during Support Hours.
(iii) Medium: Limited degradation affecting non-critical functions or a small number of users. Response time: 3 hours during Support Hours.
(iv) Minor: Small degradation affecting one user or non-critical functions. Response time: 4 hours during Support Hours.
EXHIBIT B
Support Terms
Spare will provide support to Customer via electronic mail, chat, and over phone on a twenty-four (24) hour, seven (7) days a week basis (“Support Hours”).
Customer may initiate a helpdesk ticket during Support Hours by emailing [email protected].
Spare will use commercially reasonable efforts to respond to all helpdesk tickets within one business day.
EXHIBIT C
Open Fleets Terms
The following terms in this Exhibit C apply solely where Customer has elected to utilize Spare Open Fleets by indicating such election in the applicable Order Form or through written agreement with Spare:
1. Company obligations: Company shall only enable an Approved Open Fleet Provider integration with Customer’s account within the Spare Platform where such integration has been expressly approved in writing by Customer.
2. Customer Obligations.
a. Unless otherwise agreed in writing between the Parties, Customer represents and warrants that it (i) either has a direct agreement in place with each Approved Open Fleet Provider that permits that the Open Fleet Provider integration with Customer’s account within the Spare Platform and use as part of the Services that does not require any further agreement be entered into by Company; or (ii) that it has agreed to be bound by the applicable Approved Fleet Providers Terms as set out in sub-section (c) below.
b. Customer covenants and agrees to immediately inform Company in the event that any such agreement with an Approved Open Fleet Provider lapses, in which event Company shall immediately terminate the integration within the Customer’s account within the Spare Platform in respect of such Approved Open Fleet Provider without further liability to the Company.
c. For each Approved Open Fleet Provider whose integration Customer has approved in writing, Customer shall include such notification and/or require any user of the Services to accept or acknowledge such additional terms of use, privacy policy or similar, in each case as may be required by such Approved Open Fleet Provider and applicable law.
3. Approved Open Fleet Provider Terms. Where subsection (b)(i) above does not apply and the Approved Open Fleet Provider is:
a. Uber Inc. (“Uber”, which expression shall include any subsidiaries or affiliates of Uber Inc.), then Customer agrees to be bound by the standard Uber for Business terms and conditions (the “U4B Online Terms”), available via https://www.uber.com/legal/business/dashboard/en/ (as may be updated from time to time), in the US, or the applicable global equivalent;
b. Lyft (“Lyft”, which expression shall include any subsidiaries or affiliates of Lyft Inc.), then Customer agrees to be bound by the Lyft-specific terms set out at https://www.lyft.com/terms and https://www.lyft.com/privacy.; or
c. Any other Approved Open Fleet Provider, such Approved Open Fleet Provider-specific terms as may be notified to Customer at the time of express approval of such Approved Open Fleet Provider by Customer.
4. Access and Use Restrictions:
a. Customer acknowledges and agrees that it shall not, directly or indirectly, access or integrate any Approved Open Fleet Provider's API, including but not limited to the Lyft API or Uber API, into Customer’s own platforms or systems without the express prior written consent of the Company and the relevant Approved Open Fleet Provider. For greater certainty, Customer’s access to and use of Approved Open Fleet Providers' services shall be restricted solely to integrations facilitated through the Company’s Spare Platform. Any attempt by Customer to circumvent these restrictions, including by reverse engineering or directly accessing the Approved Open Fleet Provider’s API, shall constitute a material breach of this Agreement.
b. Customer shall not interfere with, modify, disable, or otherwise tamper with any features or functionality of the Approved Open Fleet Providers' platforms or APIs that are accessible via the Spare Platform, including but not limited to decompiling, disassembling, reverse engineering, or attempting to derive the source code or algorithms of any such platforms or services.
5. Indemnity. For greater certainty, and in addition to any other indemnification obligations set forth in this Agreement, Customer agrees to defend, indemnify, and hold harmless Company, its affiliates, and its respective directors, officers, employees, subcontractors, and agents from and against any and all claims, suits, damages, losses, liabilities, costs, and expenses, including reasonable and documented attorney's fees, arising out of or related to:
a. Customer’s breach of this Agreement, including any breach of the terms of use or service agreements of any Approved Open Fleet Provider, including but not limited to Lyft or Uber;
b. Customer’s breach of any applicable laws, rules, or regulations, including but not limited to any failure to obtain proper consents as required under such data privacy laws, rules, or regulations; or
c. Customer’s unauthorized use of, or access to, any Approved Open Fleet Provider’s services, APIs, or data in a manner not expressly permitted under this Agreement or under the Approved Open Fleet Provider’s applicable terms and policies.
6. Data Privacy and Consent Obligations:
a. Customer represents and warrants that, prior to providing any Rider or individual’s personal information, including phone numbers, email addresses, or other personally identifiable information (“PII”), to Company or any Approved Open Fleet Provider, Customer has obtained all necessary consents from such individuals as required under applicable laws, rules, or regulations, including, without limitation applicable data privacy laws, rules, or regulations. Company shall not be responsible for independently verifying the validity of such consents.
b. Customer further represents and warrants that such consents expressly authorize the use of automatic telephone dialing systems, prerecorded voice messages, SMS messaging, and/or emails for purposes of communications related to the Customer’s use of the Approved Open Fleet Provider’s services, as applicable.
c. Customer shall not transfer any sensitive personally identifiable information (including but not limited to social security numbers, driver’s license numbers, or financial account information) to Company or any Approved Open Fleet Provider through the Spare Platform. Customer acknowledges and agrees that any such unauthorized transfer of sensitive information shall be a material breach of this Agreement.
d. Customer agrees to notify all Riders and relevant individuals, as required by applicable law, that their personal data may be subject to the respective privacy policies of the Approved Open Fleet Providers. Customer acknowledges that such privacy policies, including but not limited to Lyft’s Privacy Policy (available at https://www.lyft.com/privacy) and Uber’s Privacy Policy (available at https://privacy.uber.com/center), govern the collection, use, and disclosure of data by the Approved Open Fleet Providers in connection with their services.