Terms

Last Updated: 05-14-2019

These terms of service constitute a legally binding agreement (the “Agreement”) between you and Miles Private Limited Company. (“Miles,” “we,” “us” or “our”) governing your use of the Miles application, website, call center and technology platform (collectively, the “Miles Platform”).

This Agreement governs the relationship between you and Miles including the process of resolving disputes. All disputes, with limited exceptions, must be submitted to binding and final arbitration on an individual basis, not as a plaintiff or class member in any class, group or representative action or proceeding. As a Driver or Driver applicant, you have an opportunity to opt out of arbitration.

By entering into this Agreement, and/or by using or accessing the Miles platform you expressly acknowledge that you understand this Agreement and accept all of its terms. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access the Miles Platform. If you use the services of Miles or its affiliates by using the Miles Platform you agree to be subject to Miles terms of service.

The Miles Platform

  The Miles Platform provides a marketplace where persons who seek transportation to certain destinations (“Riders”) can be matched with persons driving to or through those destinations (“Drivers”). Drivers and Riders are collectively referred to herein as “Users,” and each User shall create a User account that enables access to the Miles Platform. Each person may only create one User account, and Miles reserves the right to shut down any additional accounts. As a User, you authorize Miles to match you with a Driver or Rider based on factors such as your location, the estimated time to pick up, your destination, user preferences, and platform efficiency, and to cancel an existing match and rematch based on the same considerations. For purposes of this Agreement, the driving services provided by Drivers to Riders that are matched through the Platform shall be referred to collectively as the “Services”. Subject to the conditions contained herein, any decision by a User to offer or accept Services is a decision made in such User’s sole discretion. Each transportation Service provided by a Driver to a Rider shall constitute a separate agreement between such persons. Miles is solely an intermediary and is not a provider of transportation.

Modification to the Agreement

In the event Miles modifies the terms and conditions of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Miles reserves the right to modify any information referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the Miles Platform or Services after any such changes shall constitute your consent to such changes. Unless material changes are made to the arbitration provisions herein, you agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration(if applicable).

Eligibility

  The Miles Platform may only be used by individuals who can form legally binding contracts under applicable law. The Miles Platform is not available to persons under the age of 18 or Users who have had their User account temporarily or permanently deactivated. By becoming a User, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement. You may not allow other persons to use your User account under any circumstances.

Charges

As a Rider, you understand that request or use of the Services may result in charges to you (“Charges”). Charges include Fares and other applicable fees, tolls, surcharges, and taxes, plus any tips to the Driver that you elect to pay. Miles has the authority and reserves the right to determine and modify pricing by posting applicable pricing terms to your market’s Miles Cities page or quoting you a price for a specific ride at the time you make a request. Pricing may vary based on the type of service you request (e.g., Scooty, Riksha, Micro, Budget, Budget+, Business, Premium SUV ) vehicle type depends on market that you are requesting. You are responsible for reviewing the applicable Miles price quote within the Miles app and shall be responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts thereof.

Fares

There are two types of fares, variable and quoted​.

Variable fares consist of a base charge and incremental charges based on the duration and distance of your ride. For particularly short rides, minimum fares may apply. Please note that we use GPS data from your Driver’s phone to calculate the distance traveled on your ride. We cannot guarantee the availability or accuracy of GPS data. If we lose signal, we will calculate time and distance using available data from your ride.

Quoted Fares 

​ In some cases, Miles may quote you a Fare at the time of your request. The quote is subject to change until the ride request is confirmed. If during your ride you change your destination, make multiple stops, or attempt to abuse the Miles Platform, we may cancel the fare quote and charge you a variable fare based on the time and distance of your ride. Miles does not guarantee that the quoted fare price will be equal to a variable fare for the same ride.

Fees and Other Charges

 Service Fee​. Drivers will be charged a “Service Fee” and a percentage of Per/Min and Per/Mile dynamic pricing.

Booking Fee. Miles charges a flat booking fee to all rides requested by Miles platform

Prime Time. At times of high demand for Services (“Prime Time”) you acknowledge that Charges may increase substantially. Pricing will show when requesting a driver on your Miles rider app during peak hours. For all rides with a variable fare, we will use reasonable efforts to inform you of any Prime-Time multipliers in effect at the time of your request on Miles app. For quoted fares we may factor in the Prime-Time multiplier into the quoted price of the ride.

​Cancellation Fee. After requesting a ride, you may cancel it through the app, but note that a cancellation fee may apply. You may also be charged if you fail to show up after requesting a ride.

Damage Fee​

 If a Driver reports that you have materially damaged the Driver's vehicle, you agree to pay a “Damage Fee” depending on the extent of the damage (as determined by Miles in its sole discretion), towards vehicle repair or cleaning. Miles reserves the right (but is not obligated) to verify or otherwise require documentation of damages prior to processing theDamage Fee. ​

Tolls. ​

Tolls (or return tolls) may apply to your ride. We do not guarantee that the amount charged by Miles will match the toll charged to the Driver, if any.

Other Charges​.

Other fees and surcharges may apply to your ride, including: actual or anticipated airport fees, state or local fees, event fees as determined by Miles or its marketing partners, and processing fees for split payments. In addition, where required by law Miles will collect applicable taxes.

Tips​.

Following a ride, you may elect to tip your Driver in cash or through the Miles application. Any tips will be provided 100% entirely to the applicable Driver.

General. ​

Facilitation of Charges​.

All Charges are facilitated through cash or a third-party payment processing service (e.g., Stripe, Inc.,USA ePay Gateway, Authorize.net or PayPal, Inc. etc). Miles may replace its third-party payment processing services without notice to you. Charges shall only be made through the Miles Platform. Except for tips. Your payment of Charges to Miles satisfies your payment obligation for your use of the Miles Platform and Services.

No Refunds​.

All Charges are non-refundable. This no-refund policy shall always apply regardless of your decision to terminate usage of the Miles Platform, any disruption to the Miles Platform or Services, or any other reason whatsoever.

Credit Card Authorization​.

Upon addition of a new payment method or each ride request, Miles may seek authorization of your selected payment method to verify the payment method, to ensure the ride cost will be covered, and protect against unauthorized behavior. The authorization is not a charge; however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or prepaid card. Miles cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank.

Payments

If you are a Driver, you will receive payment for your provision of Services pursuant to the terms of the Driver Addendum, which shall form part of this Agreement between you and Miles.

Miles Communications

By entering into this Agreement or using the Platform, you agree to receive communications from us, including via email, text messages, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Miles, its affiliated companies and/or Drivers, may include but are not limited to: operational communications concerning your User account or use of the Miles Platform or Services, updates concerning new and existing features on the Miles Platform, communications concerning promotions run by us or our third-party partners, and news concerning Miles and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. If you wish to opt out of promotional emails, you can unsubscribe from our promotional email list by following the unsubscribe options in the promotional email itself. Same goes for the prerecorded calls and texts promotions.

Your Information

Your Information is any information you provide, publish or post to or through the Miles Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any Miles-related Facebook, Twitter or other social media posting) (your “Information”). You consent to us using your Information to create a User account that will allow you to use the Miles Platform and participate in the Services. Our collection and use of personal information in connection with the Miles Platform and Services is as provided in Miles Privacy Policy located at WWW.RIDEWITHMILES.COM/PRIVACY-AND-POLICY. You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current and complete information and that we and other members of the public may rely on your Information as accurate, current and complete. To enable Miles to use your Information for the purposes described in the Privacy Policy and this Agreement, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensee (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. Miles does not assert any ownership over your Information; rather, as between you and Miles, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information.

You may be able to create or log-in to your Miles User account through online accounts you may have with third party social networking sites (each such account, an "SNS Account"). By connecting to Miles through an SNS Account, you understand that Miles may access, store, and make available any SNS Account content according to the permission settings of your SNS Account (e.g., friends, mutual friends, contacts or following/followed lists (the “SNS Content”)). You understand that SNS Content may be available on and through the Miles Platform to other Users. Unless otherwise specified in this Agreement, all SNS Content, if any, shall be considered to be your Information.

Promotions and Referral Programs

Miles, at its sole discretion, may make available promotions with different features to any Users or prospective Users. These promotions, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with Miles. Miles reserves the right to withhold or deduct credits or benefits obtained through a promotion in the event that Miles determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or this Agreement.

With respect to your use of the Miles Platform and your participation in the Services, you agree that you will not:

  • Impersonate any person or entity; 
  •  Stalk, threaten, or otherwise harass any person, or carry any weapons; 
  •  Violate any law, statute, rule, permit, ordinance or regulation; 
  •  Interfere with or disrupt the Miles Platform or the servers or networks connected to the Miles Platform;  
  • Post Information or interact on the Miles Platform or Services in a manner which is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal.  
  • Use the Miles Platform in any way that infringes any third party’s rights, including: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; 
  • Post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information; 
  •  Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Miles Platform;  
  • “frame” or “mirror” any part of the Miles Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other website for any purpose; 
  • Modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Miles Platform or any software used on or for the Miles Platform;  
  • Rent, lease, lend, sell, redistribute, license or sub-license the Miles Platform or access to any portion of the Miles Platform; 
  • Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Miles Platform or its contents; 
  •  link directly or indirectly to any other websites; 
  •  Transfer or sell your User account, password and/or identification to any other party 
  • Discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or  
  • Cause any third party to engage in the restricted activities above. 

Driver Representations, Warranties and Agreements

By providing Services as a Driver on the Miles Platform, you represent, warrant, and agree that:

You possess a valid driver’s license and are authorized and medically fit to operate a motor vehicle and have all appropriate licenses, approvals and authority to provide transportation to Riders in all jurisdictions in which you provide Services. You own, or have the legal right to operate, the vehicle you use when providing Services, and such vehicle is in good operating condition and meets the industry safety standards and all applicable statutory and state department of motor vehicle requirements for a vehicle of its kind. You will comply with all federal, state and municipal laws and ordinances. You will not engage in reckless behavior while driving, drive unsafely, operate a vehicle that is unsafe to drive, permit an unauthorized third party to accompany you in the vehicle while providing Services, provide Services as a Driver while under the influence of alcohol or drugs, or take action that harms or threatens to harm the safety of the Miles community or third parties. You will only provide Services using the vehicle that has been reported to, and approved by Miles, and for which a photograph has been provided to Miles, and you will not transport more passengers than can securely be seated in such vehicle (and no more than seven (6) passengers in any instance).

You will not, while providing the Services, operate as a public or common carrier or taxi service, accept street hails, charge for rides (except as expressly provided in this Agreement), demand that a rider pay in cash, or use a credit card reader, such as a Square Reader, to accept payment or engage in any other activity in a manner that is inconsistent with your obligations under this Agreement.

You will not attempt to defraud Miles or Riders on the Miles Platform or in connection with your provision of Services. If we suspect that you have engaged in fraudulent activity, we may withhold applicable Fares or other payments for the ride(s) in question.

You will not discriminate against any party on the basis of race, gender, religion, national origin, sexual orientation or any other protected basis.

You agree that we may obtain information about you, including your criminal and driving records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement.

You have a valid policy of personal liability insurance (in coverage amounts consistent with all applicable legal requirements of your state) that names or schedules you for the operation of the vehicle you will use to provide Services.

You will pay all applicable federal, state and local taxes based on your provision of Services and any payments received by you.

Intellectual Property All intellectual property rights in the Miles Platform shall be owned by Miles absolutely and in their entirety. These rights include database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Miles Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of Miles. Miles shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

MILES and other Miles logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Miles in the United States and/or other countries (collectively, the “Miles Marks”). If you provide Services as a Driver, Miles grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the Miles Marks solely in connection with providing the Services through the Miles Platform (“License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without Miles prior written permission, which it may withhold in its sole discretion. The Miles Marks may not be used in any manner that is likely to cause confusion.

You acknowledge that Miles is the owner and licensor of the Miles Marks, including all goodwill associated therewith, and that your use of the Miles Marks will confer no additional interest in or ownership of the Miles Marks in you but rather inures to the benefit of Miles. You agree to use the Miles Marks strictly in accordance with Miles Trademark Usage Guidelines, as may be provided to you and revised from time to time, and to immediately cease any use that Miles determines to nonconforming or otherwise unacceptable.

You agree that you will not: (1) create any materials that use the Miles Marks or any derivatives of the Miles Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by Miles in writing; (2) use the Miles Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Miles Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair Miles rights as owner of the Miles Marks or the legality and/or enforceability of the Miles Marks, including, challenging or opposing Miles ownership in the Miles Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Miles Marks, any derivative of the Miles Marks, any combination of the Miles Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Miles Marks; (5) use the Miles Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.

Violation of any provision of this License may result in immediate termination of the License, in Miles sole discretion. If you create any materials bearing the Miles Marks (in violation of this Agreement or otherwise), you agree that upon their creation Miles exclusively owns all right, title and interest in and to such materials, including any modifications to the Miles Marks or derivative works based on the Miles Marks. You further agree to assign any interest or right you may have in such materials to Miles, and to provide information and execute any documents as reasonably requested by Miles to enable Miles to formalize such assignment.

Miles respects the intellectual property of others and expects Users to do the same. If you believe, in good faith, that any materials on the Miles Platform or Services infringe upon your copyrights, please view Copyright Policy for information on how to make a copyright complaint.

Disclaimers

The following disclaimers are made on behalf of Miles, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.

Miles does not provide transportation services, and Miles is not a transportation carrier. Miles is not a common carrier or public carrier. It is up to the Driver to decide whether or not to offer a ride to a Rider contacted through the Miles Platform, and it is up to the Rider to decide whether or not to accept a ride from any Driver contacted through the Miles Platform. We cannot ensure that a Driver or Rider will complete an arranged transportation service. We have no control over the quality or safety of the transportation that occurs as a result of the Services.

THE MILES PLATFORM AND ALL SERVICES THEREUNDER ARE PROVIDED ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE DO NOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM the USE OF THE MILES PLATFORM AND/OR THE SERVICES, INCLUDING THE ABILITY TO PROVIDE OR RECEIVE SERVICES AT ANY GIVEN LOCATION OR TIME. TO THE FULLEST EXTENT PERMITTED BY LAW, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.

We do not warrant that your use of the Miles Platform or Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error- free, or will meet your requirements, that any defects in the Miles Platform will be corrected, or that the Miles Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Miles Platform or Services.

We cannot guarantee that each Rider is who he or she claims to be. Please use common sense when using the Miles Platform and Services, including looking at the photos of the Driver or Rider you have matched with to make sure it is the same individual you see in person. Please note that there are also risks of dealing with underage persons or people acting under false pretenses, and we do not accept responsibility or liability for any content, communication or other use or access of the Miles Platform by persons under the age of 18 in violation of this Agreement. We encourage you to communicate directly with each potential Driver or Rider prior to engaging in an arranged transportation service.

Miles is not responsible for the conduct, whether online or offline, of any User of the Miles Platform or Services. You are solely responsible for your interactions with other Users. We do not procure insurance for, nor are we responsible for, personal belongings left in the car by Drivers or Riders. By using the Miles Platform and participating in the Services, you agree to accept such risks and agree that Miles is not responsible for the acts or omissions of Users on the Miles Platform or participating in the Services.

You are responsible for the use of your User account and Miles expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account, or you suspect any other breach of security, you agree to notify us immediately.

It is possible for others to obtain information about you that you provide, publish or post to or through the Miles Platform (including any profile information you provide), send to other Users, or share during the Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on the Miles Platform or through the Services. Please carefully select the type of information that you post on the Miles Platform or through the Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).

Opinions, advice, statements, offers, or other information or content concerning Miles or made available through the Miles Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the Miles Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Miles Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others​.

Location data provided by the Miles Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Miles, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Miles Platform. Any of your Information, including geolocational data, you upload, provide, or post on the Miles Platform may be accessible to Miles and certain Users of the Miles Platform.

Miles advises you to use the Miles Platform with a data plan with unlimited or very high data usage limits, and Miles shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Miles Platform.

As a Driver, you may be able to use "Miles Nav built by Google maps or Waze" while providing Services on the Platform. If you elect to use this feature, you agree that Google & Waze may collect your location data when the Miles App is running in order to provide and improve Google's & Waze services, that such data may also be shared with Miles in order to improve its operations, and that Google's & Waze terms and privacy policy will apply to this usage.

State and Local Disclosures

Certain jurisdictions require additional disclosures to you. Which will be posted once available by the cities we serve.

Indemnity

You will defend, indemnify, and hold Miles including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the Miles Platform and participation in the Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, Drivers, Riders, other motorists, and pedestrians, as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the Miles Platform or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) your ownership, use or operation of a motor vehicle or passenger vehicle, including your provision of Services as a Driver; and/or (5) any other activities in connection with the Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

LIMITATION OF LIABILITY

IN NO EVENT WILL MILES, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “MILES” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE MILES PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE MILES PLATFORM, THE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE AND INTENTIONAL TORTS, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MILES PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION, GOODS, OR OTHER SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT MILES HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS OR OTHER SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Term and Termination

This Agreement is effective upon your creation of a User account. This Agreement may be terminated: a) by User, without cause, upon seven (7) day prior written notice to Miles; or b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement. In addition, Miles may terminate this Agreement or deactivate your User account immediately in the event: (1) you no longer qualify to provide Services or to operate the approved vehicle under applicable law, rule, permit, ordinance or regulation; (2) you fall below Miles star rating or cancellation threshold; (3) Miles has the good faith belief that such action is necessary to protect the safety of the Miles community or third parties, provided that in the event of a deactivation pursuant to (1)-(3) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to Miles reasonable satisfaction prior to Miles permanently terminating the Agreement. For all other breach of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to Miles satisfaction, this Agreement will not be permanently terminated.

Dispute Resolution and Arbitration Agreement

THE FOLLOWING ARBITRATION AGREEMENT REQUIRES BINDING ARBITRATION. YOU SHOULD REVIEW IT CAREFULLY AS IT AFFECTS YOUR RIGHTS TO SUE.

(a) Agreement to Binding Arbitration Between You and Miles.

You and Miles mutually agree to waive our respective rights to resolution of disputes in a court of law by a judge or jury and agree to resolve any dispute by arbitration, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act and survives after the Agreement terminates or your relationship with Miles ends. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and Miles, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders. This Arbitration Agreement also applies to claims between you and Miles service providers, including but not limited to background check providers and payment processors; and such service providers shall be considered intended third-party beneficiaries of this Arbitration Agreement.

Except as expressly provided below, all disputes and claims between us (each a “Claim” and collectively, “Claims”) shall be exclusively resolved by binding arbitration solely between you and Miles. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the Miles Platform, the Services, any other goods or services made available through the Miles Platform, your relationship with Miles, the threatened or actual suspension, deactivation or termination of your User Account or this Agreement, background checks performed by or on Miles behalf, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by Miles, any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act;

By agreeing to arbitration, you understand that you and Miles are waiving the right to sue in court or have a jury trial for all Claims, except as expressly otherwise provided in this Arbitration Agreement. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.

(b) Prohibition of Class Actions and Non-Individualized Relief.

You understand and agree that you and Miles may each bring Claims in arbitration against the other only in an individual capacity and not on a class, collective action, or representative basis (“Class Action Waiver”). You understand and agree that you and Miles both are waiving the right to pursue or have a dispute resolved as a plaintiff or class member in any purported class, collective or representative proceeding. 

The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claims.

(c)Rules Governing the Arbitration.

Any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the Miles Platform or this Agreement, including those relating to its validity, its construction or its enforce-ability (any “Dispute”) shall be first mandatorily submitted to mediation proceedings under the ARBITRATION ACT OF PAKISTAN 1940 Mediation Rules (“PAAR Mediation Rules”). If such Dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such Dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the Chamber of Commerce (“PAAR Arbitration Rules”). The PAAR Rules' Emergency Arbitrator provisions are excluded. The Dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the PAAR Rules. The place of both mediation and arbitration shall be in the city in which the applicable Affiliate with which you have a Dispute has its registered office. The language of the mediation and/or arbitration shall be Urdu, unless you do not speak Urdu, in which case the mediation and/or arbitration shall be conducted in both Urdu and your native language. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the International Chamber of Commerce, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.

(d) Choice Of law

This Agreement is governed by and construed in accordance with the laws of the jurisdiction in which the relevant Affiliate is incorporated, without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region.

Claims of Copyright Infringement.

Claims of copyright infringement should be sent to Miles at legal@RidewithMiles.com.

Notice.

Miles may give notice by means of a general notice on the Miles Platform, electronic mail to your email address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to Miles by written communication to Miles email address at legal@RidewithMiles.com.

General.

You may not assign or transfer your rights under this Agreement in whole or in part without Miles prior written approval. You give your approval to Miles for it to assign or transfer its rights and obligations under this Agreement in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of Miles equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, Miles or any Driver as a result of the contract between you and Miles or use of the Miles Platform. If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the other provisions in this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of this Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter

(e) Optional Pre-Arbitration Negotiation Process. Before initiating any arbitration or proceeding, you and Miles may agree to first attempt to negotiate any dispute, claim or controversy between the parties informally for 30 days, unless this time period is mutually extended by you and Miles. A party who intends to seek negotiation under this subsection must first send to the other a written notice of the dispute (“Notice”). The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.

Confidentiality.

You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Miles business, operations and properties, information about a User made available to you in connection with such User’s use of the Platform, which may include the User’s name, pick-up location, contact information and photo (“Confidential Information”) disclosed to you by Miles for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Miles in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Miles with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Miles or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Miles; becomes known to you, without restriction, from a source other than Miles without breach of this Agreement by you and otherwise not in violation of Miles rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to Miles to enable Miles to seek a protective order or otherwise prevent or restrict such disclosure.

Relationship with Miles.

As a Driver on the Miles Platform, you acknowledge and agree that you and Miles are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Miles expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and Miles; and (2) no joint venture, franchisor- franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind Miles, and you undertake not to hold yourself out as an employee, agent or authorized representative of Miles. Miles does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Services, your acts or omissions, or your operation and maintenance of your vehicle. You retain the sole right to determine when, where, and for how long you will utilize the Miles Platform. You retain the option to accept or to decline or ignore a Rider’s request for Services via the Miles Platform, or to cancel an accepted request for Services via the Miles Platform. With the exception of any signage required by law or permit/license rules or requirements, Miles shall have no right to require you to: (a) display Miles names, logos or colors on your vehicle(s); or (b) wear a uniform or any other clothing displaying Miles names, logos or colors. You acknowledge and agree that you have complete discretion to provide Services or otherwise engage in other business or employment activities.

Other Services. 

General

Except as provided herein, this Agreement shall be governed by the laws of Pakistan without regard to choice of law principles. This choice of law provision is only intended to specify the use of Pakistani law to interpret this Agreement and is not intended to create any other substantive right to non- Pakistani’s to assert claims under Pakistani law whether by statute, common law, or otherwise. If any provision of this Agreement is or becomes invalid or non- binding, the parties shall remain bound by all other provisions of this Agreement. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by Miles, in our sole discretion by providing notice to you. Except as explicitly stated otherwise, any notices to Miles shall be given by certified mail, postage prepaid and return receipt requested to Miles, PVT Limited Company ( ADDRESS TO BE ADDED. Any notices to you shall be provided to you through the Miles Platform or given to you via the email address or physical you provide to Miles during the registration process. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches.

This Agreement sets forth the entire understanding and agreement between you and Miles with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written. If you have any questions regarding the Miles Platform or Services, please contact our Customer Support Team through our Help Center.