Razor Shared Scooter Rental Agreement, Waiver of Liability and Release
(revised and updated effective December 8, 2020)
PLEASE READ THIS AGREEMENT CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICE.
In consideration of Your use of any of the Services (defined below) provided by Razor USA LLC (“Razor”), owner and operator Razor Shared Scooter Rentals, requires that You (“Rider”, “You”, or “Your”) agree to all terms and conditions in this Razor Shared Scooter Rentals Agreement, Waiver of Liability, and Release (“Agreement”), as applicable. The “Services” provided by Razor are composed of several elements, including (1) Razor Shared Scooter Rentals, including Razor Last Mile Electric Scooters (collectively, “E-vehicles”), and (3) all other related equipment, maintenance, charging of the E-vehicles, personnel, mobile applications, other software and information provided or made available by Razor.
You should CAREFULLY READ all terms and conditions before entering into this Agreement, but here is a partial list of some of the terms that Razor wants to bring to your initial attention in the event you are on a smartphone or other device with a small screen. Capitalized terms have the meanings given to them where defined in this Agreement.
Each Razor Shared Scooter rental session must be terminated by You, through your confirmation notification via the mobile application at the conclusion of the ride. If the Razor Shared Scooter is not terminated by You via the application, the trip will continue and you will continue to be charged. Upon conclusion of your ride, the Razor Shared Scooter must be parked at a lawful parking spot, i.e. the scooter cannot be parked on private property or in a locked area or in any other non-public space, or in any manner that violates local laws or ordinances.
Razor Shared Scooters are intended for adult use only by riders aged 18+ on public streets and property. All locally applicable vehicle, traffic and bicycling laws must be obeyed, including any helmet laws and any restrictions on use based on locations, speed or rider age in your area Such rules exist for your safety and the safety of others.
You must promptly report any damaged or malfunctioning Razor Shared Scooter to Razor via the App or via e-mail.
Razor expressly agrees to let, and the Rider expressly agrees to take on, rental of the Razor Shared Scooter subject to the terms and conditions set out herein, including provisions concerning arbitration of disputes and class action restrictions. Unless otherwise indicated, all monetary values set forth in this Agreement shall be deemed to be denominated in U.S. dollars.
GENERAL RENTAL AND USE OF RAZOR SHARED SCOOTER.
1.1 Rider is Sole User: Razor and the Rider are the only parties to this Agreement. The Rider is the sole renter and is solely responsible for compliance with all terms and conditions contained herein. You understand that when You activate a Razor Shared Scooter, the Razor Shared Scooter must be used only by You. You must not allow others to use a Razor Shared Scooter that You have activated.
1.2 Rider is At Least 18 Years Old: Rider represents and certifies that Rider is at least 18 years old and that Rider is thus legally able to enter this contractual Agreement. Razor does not authorize or agree to the use of the Razor Shared Scooter by persons under the age of 18, even if the Service is subscribed for by and under the responsibility of the minor’s parent or legal guardian. By authorizing use of the Service by a minor, the parent or legal guardian agrees s/he is fully responsible and liable for all injuries, damages, and costs and expenses arising from or related to the minor’s use of the Service. Operation or use of Razor Shared Scooter product by any minors not at least 18 years old is expressly prohibited under this Agreement, as use of electric scooter products by younger riders on public streets or around traffic has long been recommended against by Razor, which advises and recommends that any rider must check local laws applicable to scooter use, avoid public streets and vehicular traffic, and avoid use in reduced visibility conditions.
1.3 Rider is a Competent Operator, Physically and Mentally Fit to Ride Motorized Scooters: Rider represents and certifies that he/she is familiar with the operation of the Razor Shared Scooter and is reasonably competent and physically fit to ride the Razor Shared Scooter. Persons with any mental of physical conditions that may make them susceptible to injury, impair their physical dexterity or mental capabilities to recognize, understand and follow safety instructions and to understand the hazards inherent in the product’s use, should not use or be permitted to use products inappropriate for their abilities. Persons with heart conditions, head, back or neck ailments (or prior surgeries to these areas of the body), or pregnant women, should not operate Razor Shared Scooters or similar products.
By choosing to ride a Razor Shared Scooter, Rider assumes all responsibilities and risks for any injuries or medical conditions. You are responsible for determining whether conditions, including darkness or impaired visibility, fog, rain, snow, hail, ice or electrical storms, make it dangerous to operate a Razor Shared Scooter. You are advised to adjust Your riding behavior and braking distance to suit the weather and traffic conditions, and are also advised to recognize that riding in low visibility conditions decreases your ability to see and be seen, thus enhancing risks of injury associated with the use of riding products, especially on public streets and around vehicles or pedestrians The Razor Shared Scooter light and reflectors may reduce such risks, and riders also are encouraged to seek to enhance their visibility/conspicuity through use of higher visibility garments, lights or other reflective materials when using Shared Scooters in reduced visibility circumstances.
1.4 The Razor Shared Scooter is the Exclusive Property of Razor: Rider agrees that the Razor Shared Scooter and any Razor equipment attached thereto, at all times, remains the exclusive property of Razor. You must not dismantle, write on, or otherwise modify, repair or deface a Razor Shared Scooter, any part of a Razor Shared Scooter, or other Razor equipment in any way. You must not write on, peel, or otherwise modify or deface any sticker on a Razor Shared Scooter in any way. You must not use a Razor Shared Scooter, or other Razor equipment for any advertising or similar commercial purpose.
1.5 Operating Hours and Availability: Rider agrees and acknowledges that the Razor Shared Scooters are available during specific operating hours established for each market in which Razor Shared Scooters are offered, except in the case of events outlined in section 4.6. Such operating hours will be communicated clearly in the Razor app within each market. Razor Shared Scooters must be rented within the maximum rental time limits set forth below. The number of Razor Shared Scooters are limited and availability is never guaranteed.
1.6 Use and/or Operation only in Metropolitan Areas: Rider agrees to only use, operate and/or ride the Razor Shared Scooter in metropolitan areas. Razor Shared Scooters may be equipped with “geo-fencing” capabilities which restrict usage to limited geographic areas and may cease to operate if ridden or removed from the Razor Shared Scooter’s electronically restricted range.
1.7 Rider Must Follow Laws Regarding Use and/or Operation of Motorized Scooters on Public Land: Rider agrees to follow all laws pertaining to the use, riding and/or operation of motorized scooters, including all state and local laws and the rules and regulations pertaining to such motorized scooters in the area where you are operating the Razor Shared Scooter, including without limitation any helmet laws. There is no “universally applicable” federal law governing operation of motorized scooters and laws therefore can and do differ in different locales.
1.8 Prohibited Acts: Rider agrees to the following:
Both hands are required to safely operate a Razor Shared Scooter – the throttle is on the right handlebar and the brake lever is on the left. You must not ride a Razor Shared Scooter while carrying any briefcase, backpack, bag, or other item if it impedes Your ability to operate safely the Razor Shared Scooter.
While riding a Razor Shared Scooter, You must not use any cellular telephone, text messaging device, portable music player, or other device that may distract You from safely operating the Razor Shared Scooter. You must not operate a Razor Shared Scooter while under the influence of any alcohol, drugs, medication, or other substance that may impair Your ability to safely operate a Razor Shared Scooter.
You must not ride with a second person on a Razor Shared Scooter.
You may not do anything to the Razor Shared Scooter that impedes a subsequent authorized rider from using it.
The Razor Shared Scooter must be parked at a lawful parking spot, i.e. the Razor Shared Scooter cannot be parked on private property or in a locked area or in any other non-public space. It must be visible to Razor ‘s service staff for collection, recharging, etc.
1.9 Razor Shared Scooter is Intended for Only Limited Types of Use: The Razor Shared Scooter is intended for use on flat, dry surfaces such as pavement or level ground, without loose debris such as sand, leaves, rocks or gravel. Wet, slick, bumpy, uneven or rough surfaces may impair traction and contribute to possible accidents. Watch out for potential obstacles that could catch your wheel or force you to swerve suddenly or lose control. Avoid sharp bumps, drainage grates, or sudden surface changes.
1.10 Weight Limit: You must not exceed the maximum weight limit for the Razor Shared Scooter of 250 pounds.
1.11 No Tampering: You must not tamper with, disassemble, or attempt to gain unauthorized access to the Razor Shared Scooter. You must not use the Razor mobile application system or other Razor equipment other than for purposes of using a Razor Shared Scooter pursuant to this Agreement.
1.12 Reporting of Damage or Crashes: Rider must report any accident, crash, damage, personal injury, stolen or lost Razor Shared Scooter, to Razor as soon as possible. If a crash involves personal injury, property damage, or a stolen Razor Shared Scooter, Rider shall file a report with the local police department within 24 hours. Rider agrees that he/she may be held responsible and liable for any misuse, consequences, claims, demands, causes of action, losses, liabilities, damages, injuries, costs and expenses, penalties, attorney’s fees, judgments, suits or disbursements of any kind or nature whatsoever related to a stolen or lost Razor Shared Scooter.
1.13 Rider Responsibility for Use and Damage: Rider agrees to return the Razor Shared Scooter to Razor in the same condition in which it was rented. Rider will not be responsible for normal wear and tear.
1.14 Availability and Usage of Razor Shared Scooter: Rider agrees and acknowledges that Razor Shared Scooters are not available all the time. Razor Shared Scooters require periodic charging of their batteries in order to operate. Rider agrees to use and operate the Razor Shared Scooter safely and prudently and comply with all restrictions and requirements associated with the Razor Shared Scooters provided by Razor from time to time. Rider understands and agrees with each of the following:
The level of charge power remaining will decrease with use (over both time and distance), and that as the level of charge power decreases, the speed and other operational capabilities may decrease (or cease in their entirety).
The level of charging power at the time Rider initiates the rental or operation is not guaranteed and will vary with each rental use.
The rate of loss of charging power during use is not guaranteed and will vary based on the particular scooter road conditions, weather conditions and other factors.
It is Rider’s responsibility to check the level of charge power in the Razor mobile application and to ensure that it is adequate for the ride before initiating operation.
Razor does not guarantee the distance and/or time that Rider may operate the Razor Shared Scooter before it loses charging power completely. A Razor Shared Scooter may run out of charging power and cease to operate at any time during Rider’s rental, including before reaching Rider’s desired destination.
2 PAYMENT AND FEES.
2.1 Fees. Rider may use Razor Shared Scooters on a pay per ride basis or as otherwise in accordance with the pricing described in the app. In each case, fees and other charges may be subject to applicable taxes and other local government charges, which may be charged and collected by Razor. Razor will charge the Rider’s credit card, debit card or other agreed payment methods the amount of the fees as described in this Agreement.
2.2 Promo Codes. Promo codes (discounts) are one-time offers and can only be redeemed via Razor’s mobile application. Razor reserves the right to modify or cancel discounts at any time. Discounts are limited to one per customer and account and may not be combined with other offers. Discounts are non-transferable and may not be resold.
2.3 Maximum Rental Time and Charges. Maximum rental time is 24 hours. Rider agrees that Rider will deactivate the Razor Shared Scooter rental within 24 hours of time that rental began. Rider may then rent again. Rider agrees that he/she is solely responsible for being aware of any elapsed time related to the timely online closure of a Razor Shared Scooter ride/rental. The maximum day charge is $200 for each Razor Shared Scooter, based on a calendar day. After online closure/return of the Razor Shared Scooter, the rider will be charged the accumulated rental charges, or the maximum day charge; whichever is less. Razor Shared Scooters not returned (online closure of a ride concluded within service zone) within 48 hours will be considered lost or stolen, and Rider may be charged up to $600 for each such Razor Shared Scooter Rental, and a police report may be filed. Razor may also charge a service fee of $25 for rentals in excess of 24 hours where the Razor Shared Scooter is not lost or stolen.
2.4 Valid Credit Card or Debit Card. Rider must input a valid credit or debit card number and expiration date before Rider will be registered to use the Service. Rider represents and warrants to Razor that Rider is authorized to use any cards Rider furnishes to Razor. Rider authorizes Razor to charge the card for all fees incurred by Rider. All fees are subject to applicable sales taxes and other local government charges, which may be charged and collected by Razor. If Rider disputes any charge on credit or debit card account, then Rider must contact Razor within 10 business days from the end of the month with the disputed charge, provide to Razor all trip information that is necessary to identify the disputed charge, such as the date of the trip and the approximate starting and ending times.
2.5 Preauthorized Funds. In order to avoid or reduce instances of invalid, unauthorized or underfunded credit or debit card use, Razor may, in its discretion, elect to place a $10 preauthorization “hold” on Rider’s credit card or debit card prior to each ride. Razor will cancel such holds at the end of each ride and will charge the Rider an amount equal to the cost of the ride itself. However, the Rider’s use of the remaining preauthorized funds may be restricted until released by the Rider’s bank.
2.6 Pick Up Fees. If You are unable to return a Razor Shared Scooter to a valid area (i.e. You deactivate a ride on private property, a locked community, or another unreachable area), and request that the Razor Shared Scooter be picked up by Razor staff, Razor, at its sole discretion, may choose to charge You a pick-up fee up to $120. If any Razor Shared Scooter Rental accessed under Your account is abandoned without notice, or You move to a location outside of the valid operating area, You will be responsible for all Trip Fees until the Razor Shared Scooter is recovered and deactivated, plus a service charge (currently $120.00) to recover the Razor Shared Scooter. Fees are subject to change.
3 RELEASES; DISCLAIMERS; LIMITATION OF LIABILITY; ASSUMPTION OF RISK.
3.1 Releases. “Claims” means, collectively, any and all claims, injuries, demands, liabilities, disputes, causes of action (including statutory, contract, negligence, or other tort theories), proceedings, obligations, debts, liens, fines, charges, penalties, contracts, promises, costs, expenses (including attorneys’ fees, whether incurred at trial, on appeal, or otherwise), damages (including consequential, compensatory, or punitive damages), or losses (whether known, unknown, asserted, unasserted, fixed, conditional, or contingent) that arise from or relate to (a) any of the Services, including any of the Razor Shared Scooter Rentals, equipment or related information, (b) Rider’s use of any of the foregoing, or (c) the condition of City streets, sidewalks, rights-of-way or other associated property. “Released Persons” means, collectively Razor and all of its owners, managers, affiliates, employees, agents, representatives, successors, and assigns; (ii) every sponsor of any of the Services and all of the sponsor’s owners, officers, directors, affiliates, employees, agents, representatives, successors, and assigns; and (iii) the City, its officers, employees, agents, elected and appointed officials, and volunteers. In exchange for Rider being allowed to use any of the Services, Razor Shared Scooters, and other equipment or related information provided by Razor, Rider (acting for Rider and for all of Rider’s family, heirs, agents, affiliates, representatives, successors, and assigns) hereby fully and forever releases and discharges all Released Persons for all Claims that Rider has or may have against any Released Person, except for Claims caused by the Released Person’s gross negligence or willful misconduct. Such releases are intended to be general and complete releases of all Claims. The Released Persons may plead such releases as a complete and sufficient defense to any Claim, as intended third party beneficiaries of such releases. Rider expressly agrees to indemnify, release and hold harmless Released Persons from all liability for any such property loss or damage, personal injury or loss of life, whether caused by the sole or partial negligence of Razor and/or the negligence of others, whether based upon breach of contract, breach of warranty, active or passive negligence or any other legal theory, in consideration for using and/or operating the Razor Shared Scooter.
YOU DO HEREBY ACKNOWLEDGE AND AGREE THAT YOUR USE OF ANY OF THE SERVICES OF RAZOR, INCLUDING BUT NOT LIMITED TO RAZOR SHARED SCOOTERS OR RELATED EQUIPMENT, IS AT YOUR SOLE RISK.
TO THE FULLEST EXTENT PERMITTED BY LAW, AND WITH RESPECT TO YOUR USE OF ANY OF THE SERVICES OF RAZOR, INCLUDING BUT NOT LIMITED TO RAZOR SHARED SCOOTERS OR RELATED EQUIPMENT, RAZOR AND ALL OTHER RELEASED PERSONS DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
ALL OF THE SERVICES OF RAZOR, INCLUDING BUT NOT LIMITED TO RAZOR SHARED SCOOTERS OR RELATED EQUIPMENT, ARE PROVIDED “AS IS” AND “AS AVAILABLE” (AND YOU RELY ON THEM SOLELY AT YOUR OWN RISK).
RAZOR AND ALL OTHER RELEASED PERSONS DO NOT REPRESENT OR WARRANT THAT ANY OF THE SERVICES OF RAZOR, INCLUDING BUT NOT LIMITED TO RAZOR SHARED SCOOTERS OR RELATED EQUIPMENT, WILL BE IN GOOD REPAIR OR ERROR-FREE, AND DELAYS, OMISSIONS, INTERRUPTIONS, OR INACCURACIES COULD EXIST WITH RESPECT TO ANY OF THE SERVICES OF RAZOR, INCLUDING BUT NOT LIMITED TO RAZOR SHARED SCOOTERS OR RELATED EQUIPMENT.
3.3 Limited Liability.
RIDER DOES HEREBY ACKNOWLEDGE AND AGREE THAT, EXCEPT AS MAY OTHERWISE BE LIMITED BY LAW, RAZOR AND ALL OTHER RELEASED PERSONS ARE NOT RESPONSIBLE OR LIABLE FOR ANY CLAIM, INCLUDING THOSE THAT ARISE OUT OF OR RELATE TO (A) ANY RISK, DANGER, OR HAZARD DESCRIBED IN THIS AGREEMENT, (B) RIDER’S USE OF, OR INABILITY TO USE, ANY OF THE SERVICES OF RAZOR, INCLUDING BUT NOT LIMITED TO RAZOR SHARED SCOOTERS OR RELATED EQUIPMENT, OR RELATED INFORMATION, (C) RIDER’S BREACH OF THIS AGREEMENT OR RIDER’S VIOLATION OF ANY LAW, (D) ANY NEGLIGENCE, MISCONDUCT, OR OTHER ACTION OR INACTION BY RIDER,(E) RIDER’S FAILURE TO WEAR A SCOOTER HELMET WHILE USING A RAZOR SHARED SCOOTER, OR (F) ANY NEGLIGENCE, MISCONDUCT, OR OTHER ACTION OR INACTION OF ANY THIRD PARTY.
RIDER DOES HEREBY WAIVE ALL CLAIMS WITH RESPECT TO ANY OF THE FOREGOING, INCLUDING THOSE BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTORY, OR OTHER GROUNDS, EVEN IF RAZOR OR ANY OF THE OTHER RELEASED PERSONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS.
THE TOTAL LIABILITY OF RAZOR AND ALL OTHER RELEASED PERSONS FOR ALL CLAIMS, INCLUDING THOSE BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHER GROUNDS, IS LIMITED TO THE SUM OF $100.
SOME JURISDICTIONS DO NOT ALLOW FOR LIMITED LIABILITY OR EXCLUSION OF IMPLIED WARRANTIES; AND, IF ANY OF THOSE LAWS APPLY TO RIDER, THEN SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MIGHT NOT APPLY TO RIDER, AND RIDER MIGHT HAVE ADDITIONAL RIGHTS.
3.4 Assumption of Risk by Rider. Rider is solely and fully responsible for the safe operation of the Razor Shared Scooter at all times. Rider agrees that Razor Shared Scooters are machines that may malfunction, even if the Razor Shared Scooter is properly maintained, and that such malfunction may cause injury. Rider agrees that riding a Razor Shared Scooter involves many obvious and not-so-obvious risks, dangers, and hazards, which may result in injury or death to Rider or others, as well as damage to property, and that such risks, dangers, and hazards cannot always be predicted or avoided. Rider agrees that such risks, dangers, and hazards are Rider’s sole responsibility, including, but not limited to, choosing whether to wear a helmet as required by law or utilize other protective gear. Rider agrees that if Rider’s use of Razor Shared Scooters causes any injury or damage to another person or property, then Rider may be liable for all resulting injuries, damages, and related costs. By choosing to ride a Razor Shared Scooter, Rider assumes full and complete responsibility for all related risks, dangers, and hazards, and Rider agrees that Razor and all other Released Persons are not responsible for any injury, damage, or cost caused by Rider with respect to any person or property, including the Razor Shared Scooter itself.
3.5 Indemnification. You will indemnify and hold the Released Persons harmless from all losses, suits, claims or other proceedings arising out of or relating to Your use of a Razor Shared Scooter and any breach of the terms of this Agreement; provided, however, that Released Persons must notify You as soon as practicable after the date notice of such loss, suit, claim or other proceeding is served on Released Persons directly (as opposed to service on a statutory agent for service of process) or otherwise brought to the attention of Released Persons.
4.1 Safety Check. Before each use of a Razor Shared Scooter, Rider shall conduct a basic safety inspection of the Razor Shared Scooter, which includes inspecting the following: (i) trueness of the wheels; (ii) safe operation of all brakes and lights; (iii) good condition of the frame; and (iv) any sign of damage, unusual or excessive wear, or other mechanical problem or maintenance need. Rider agrees not to ride the Razor Shared Scooter if there are any noticeable issues, and to immediately notify customer service to alert Razor of any problems.
4.2 Lost or Stolen Razor Shared Scooter. If a Razor Shared Scooter is not returned within 48 consecutive hours, then the Razor Shared Scooter is deemed lost or stolen and a police report may be filed with local authorities. The data generated by Razor’s application is conclusive evidence of the period of use of a Razor Shared Scooter by a Rider. Rider must report disappearance or theft to Razor immediately or as soon as possible.
4.3 Helmets; Safety. Razor recommends that all Riders wear an approved helmet that has been properly sized, fitted and fastened according to the manufacturer’s instructions. If wearing a helmet is required by the laws, regulations or ordinances applicable to the area in which the Razor Shared Scooter is operated, Rider agrees to comply with such laws and regulations at all times. Rider agrees that neither Razor nor its Released Parties are liable for any injury suffered by Rider while using the Service, whether or not Rider is wearing a helmet at the time of injury. Rider may need to take additional safety measures or precautions not specifically addressed in this Agreement.
4.4 No Endorsed Razor Shared Scooter Routes. Rider agrees that Razor does not provide or maintain places to ride Razor Shared Scooters, and that Razor does not guarantee that there will always be a safe place to ride a Razor Shared Scooter. Roads, bike lanes, and normally satisfactory routes may become dangerous due to weather, traffic, or other hazards.
4.5 Limitations on Rental. Rider agrees that Razor is not a common carrier. Alternative means of public and private transportation are available to the general public and to Rider individually, including public buses and rail service, taxis, and pedestrian paths. Razor provides Razor Shared Scooters only as a convenience, and such rental availability is intended to be used only by those persons who are able and qualified to operate a Razor Shared Scooter on their own and who have agreed to all terms and conditions of this Agreement.
4.6 Limitations on Availability of Service. Razor makes every effort to provide the Service 365 days per year but does not guarantee that the Service will be available at all times, as force majeure events or other circumstances might prevent Razor from providing the Service. Access to the Service is also conditioned on the availability of Razor Shared Scooters. Razor does not represent or warrant the availability of any Service or the availability of any Razor Shared Scooters at any time. Rider agrees that Razor may require Rider to return a Razor Shared Scooter at any time.
5 Term and Termination.
5.1 Term. The term of this Agreement begins when Rider first uses the Service, and the term ends 10 years after Rider’s last use of the Service; provided, however, that Rider’s personal financial responsibility under this Agreement expires one year after the Rider’s last use of the Service.
5.2 Termination by Razor. At any time and from time to time, and without Rider’s consent, Razor may unilaterally terminate Rider’s right to use Razor Shared Scooters, in Razor’s sole discretion and without any notice or cause. Rider may terminate Rider’s use of Razor Shared Scooters at any time; provided, however, that (i) no refund will be provided by Razor, (ii) the term of this Agreement continues in accordance with this Agreement, (iii) Rider may still be charged any applicable additional fees in accordance with this Agreement. This Agreement remains in full force and effect, in accordance with its terms and conditions, after any termination of Rider’s right to use any of the Service, regardless of how the Agreement is terminated.
7 Notice. Razor may be contacted by emailing [email protected]
8 Choice of Law; Dispute Resolution. This Agreement is governed by, and must be construed and enforced in accordance with, the laws of the State of California, excluding principles of conflicts of laws. For every dispute regarding this Agreement: (i) the prevailing party is entitled to its costs, expenses, and reasonable attorney fees (whether incurred at trial, on appeal, or otherwise) incurred in resolving or settling the dispute, in addition to all other damages or awards to which the party may be entitled; (ii) each party consents to the jurisdiction of the courts of the State of California and agrees that those courts have personal jurisdiction over each party; (iii) venue must be in Los Angeles County, California; and (iv) the parties must submit the dispute to mandatory mediation held in the State of California. The parties agree that any dispute will be first subject to mediation. Every mediation must be completed within 6 months of the date when the initial notice demanding mediation was provided by any party. If, for any reason, the dispute is not resolved through mediation within the 6-month period, then the parties may continue seeking to resolve the dispute by use of any process, including litigation by trial.
9. ARBITRATION; CLASS ACTION WAIVER; DISPUTE RESOLUTION.
9.1 Dispute Resolution: Certain portions of this Section 9 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Razor expressly agree and intend that this Section 9 satisfies the “writing” requirement of the Federal Arbitration Act. This Section 9 can only be amended by mutual agreement.
9.2 Informal Resolution of Disputes and Excluded Disputes : If any controversy, allegation, or claim arises out of or relates to the Services, the Content, Your User-Submissions, this Agreement, or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of Razor’s actual or alleged intellectual property rights (an “Excluded Dispute”), then You and Razor agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to You will be sent to You based on the most recent contact information that You provide us. But if no such information exists or if such information is not current, then We have no obligation under this Section 9.2. Your notice to us must be sent to: Razor, 12723 166th Street, Cerritos, California 90703 (Attn: Legal Department). For a period of sixty (60) days from the date of receipt of notice from the other party, Razor and You will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either You or Razor to resolve the Dispute or Excluded Dispute on terms with respect to which You and Razor, in each of our sole discretion, are not comfortable.
9.3 Binding Arbitration : If We cannot resolve a Dispute as set forth in Section 9.2 (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND RAZOR (WHETHER BASED IN CONTRACT, LAW, STATUTE, RULE, REGULATION, ORDINANCE, TORT INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE, COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY AND/OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THIS AGREEMENT, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT, SERVICE OR ADVERTISING CONNECTED TO THE PROVISION OR USE OF THE SERVICES. The Federal Arbitration Act (“FAA”), not state law, shall govern the arbitrability of all disputes between Razor and You regarding this Agreement (and any Additional Terms) and the Services, including the “No Class Action Matters” Section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. Razor and You agree, however, that State or federal law shall apply to, and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between You and Razor regarding this Agreement and the Services, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any State’s choice of law principles.
9.4 Applicability of JAMS Rules and Location of Arbitration: A Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that You and an officer or legal representative of Razor consent to in writing. If an in-person arbitration hearing is required, then it will be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where You are a resident at the time the Dispute is submitted to arbitration. You and Razor will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Razor to pay a greater portion or all of such fees and costs in order for this Section 9 to be enforceable, then Razor will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitrator or arbitration panel, as the case may be, will apply and be bound by this Agreement and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award. All issues are for the arbitrator to decide, including arbitrability. This arbitration provision shall survive termination of this Agreement or the Services. You can obtain JAMS procedures, rules, and fee information as follows: JAMS: 800.352.5267 and http://www.jamsadr.com.
9.5 Arbitrator’s Decision: The Arbitrator will render a written decision within the time frame specified in the JAMS Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The Arbitrator’s decision shall be final and binding on all parties. The prevailing party in the arbitration shall be entitled to an award of attorneys’ fees and costs, as long as the Arbitrator includes such an award of attorneys’ fees and costs in the written decision.
9.6 Limited Time to File Claims : TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR RAZOR WANT TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR RAZOR MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH HEREIN) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (a) by delivery of written notice as set forth herein; (b) filing for arbitration with JAMS as set forth herein; or (c) filing an action in state or Federal court.
9.7 Injunctive Relief: The foregoing provisions of this Section 9 will not apply to any legal action taken by Razor to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Services, any Content, Your User Submissions and/or Razor’s intellectual property rights (including those that Razor may claim are in dispute), Razor’s operations, and/or Razor’s Products and/or Services.
9.8 No Class Action Matters: YOU AND RAZOR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 9 to arbitrate will not apply and the Dispute must be brought exclusively in court. Notwithstanding any other provision of this Section 9, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.
9.9 Federal and State Courts in Los Angeles County, California: Except where arbitration is required above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising out of or related to this Agreement, any Product, and/or any of the Services, may only be instituted in state or Federal court in Los Angeles County, California. Accordingly, You and Razor consent to the exclusive personal jurisdiction and venue of such courts for such matters.
10 Waiver and Severability. No waiver of any breach of any provision of this Agreement is a waiver of any other breach or of any other provision of this Agreement. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
11 Cumulative Remedies. All rights and remedies granted under or referred to in this Agreement are cumulative and nonexclusive, and resort to one does not preclude the availability or applicability of another or to any other right or remedy provided by law.
12 Final Agreement; Modification by Razor. This Agreement contains the complete, final, and exclusive integrated agreement between the parties with respect to its subject matter. This Agreement supersedes all other prior agreements, written or oral, relating to such subject matter. At any time and from time to time, and without Rider’s consent, Razor may unilaterally amend, modify, or change this Agreement, in its sole discretion and without any notice or cause. By continuing to use any Service after any amendment, modification, or change, Rider has agreed to be bound by all such amendments, modifications, and changes. Rider must carefully review this Agreement on a regular basis to maintain awareness of all amendments, modifications, and changes. Whenever a change is made to this Agreement, Razor shall provide an opportunity for You to explicitly assent prior to any changes to Razor’s data practices, including uses of data collected under a prior policy.
13 Contract Interpretation. The headings in this Agreement do not affect the interpretation of this Agreement. “Or” is not to be exclusive in its meaning. “Including” means “including, but not limited to.” Unless the context otherwise requires, words in the singular number or in the plural number shall each include the singular number or the plural number. All pronouns include the masculine, feminine, and neuter pronoun forms.
RIDER ACCEPTANCE OF AGREEMENT
I certify that I am the Rider, I am 18 years old or over, and I have read and expressly agree to the terms and conditions set forth in this Agreement.