1.1. Effective Date. The effective date of this Agreement is June 27, 2022.
1.2. Agreement. Welcome to Driveo! CSS Services, LLC, doing business as Driveo.com ("Driveo") recommends that you read the following terms and conditions carefully. By accessing or using the Driveo website, the Driveo Service, including any software applications made available by Driveo (together, the "Website" or "Service"), however accessed or used, you agree to be bound by these terms (the "Terms of Service" or the "Agreement"). By using the Service, you agree to be bound by this Agreement, constituting a legally binding agreement between Driveo and you concerning your use of the Service. We encourage you to print the Agreement or save it to your computer for reference.
1.3. About Driveo. Driveo is a website for people interested in selling their used car. Submit basic information about your car through the Driveo platform, and you may receive a non-binding estimate from a third-party automobile dealer (a "Dealer") interested in buying it. From there, arrange a meeting with the Dealer to inspect the car, and the dealer can make an offer, which you can close in person. See Section 2.1 (Dealer Quotes and Sales). Driveo is a marketing company that connects vehicle owners like you with third-party Dealers who purchase used cars. Outside of its provision of such marketing services, Driveo is not affiliated with or related to any Dealer other than its licensor.
1.6. Arbitration and Remedies. These terms contain a mandatory arbitration of disputes provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute. See Section 17 (Dispute Resolution) for full details.
2. Driveo Process.
2.1. Dealer Quotes and Sales. The Driveo Website connects car owners with a Dealer. Once the Dealer receives information about a car through the Website, the Dealer may then provide a non-binding estimate of how much it may pay for that car (the "Quote"). The owner and Dealer may then set up an in-person inspection of the car, to occur within 30 days, at which the Dealer may provide an offer to buy the car (an "Offer"). Based on the results of the inspection and any additional information the Dealer obtains, the Offer may be the same as, more than, or less than the Quote. The Dealer may also decide, after the inspection, not to make an Offer at all. If the owner accepts an Offer, the Dealer and the owner will finalize the sales transaction independent of Driveo. Driveo does not make Offers on or purchase any vehicles. Quote is not a binding agreement. Driveo, Dealer, and their affiliated entities are under NO obligation to purchase your vehicle after sending a Quote for any reason whatsoever. Any time before the completion of the sale, the Dealer may in its discretion revoke its Offer and not complete the sale.
2.2. Courtesy Ride Service and Limitations. Some Dealers (“Participating Dealers“) may offer a courtesy ride after the sale, free of charge, to anywhere less than thirty (30) miles from the Participating Dealer, or such other distance as specified in writing by the Participating Dealer. This courtesy ride will be arranged either through a taxi cab service or through Uber or similar ridesharing services. The courtesy ride itself is provided by individuals or companies not affiliated with Driveo or the Participating Dealer. Those third parties are responsible for any liability resulting from the courtesy ride and may have their own applicable terms of service.
2.3. Excluded Cars. Dealers do not buy all makes, models, and years of cars and may reject providing a Quote for a given vehicle. Common reasons for refusing a Quote include, but are not limited to, rare, collectible, or older vehicles where there is not enough market data to come up with a valuation, damaged cars, cars with negative information on their vehicle history reports, salvage title cars, and cars with excessive mileage. Neither Driveo nor the Dealer is under any obligation to give you a reason for refusing a Quote.
2.4. Quote Limitations. As discussed in Section 2.1 (Dealer Quotes and Sales), the Quote a Dealer may provide to a seller is not binding. A Dealer’s Quote is its opinion, and is provided for informational purposes only. Each Dealer will use its own valuation methods in determining the Quote. Valuation of a particular vehicle depends on the local market and will vary from Dealer to Dealer and market to market. While Driveo suggests its Dealers to provide private party transaction and trade-in valuations, the Dealer comes up with these on its own without participation by Driveo, and Driveo bears no responsibility for the same. You should not rely on the Quote as advice or an appraisal. Driveo and its associated Dealers make no representations about the value a seller could obtain from other private buyers, other dealers, or as a trade-in.
2.5. Seller Buyback. If a seller violates any aspect of Section 3 (True Information), including if the Dealer discovers any lien on the car's title, the seller must buy back the car for the full price at which it was sold.
2.6. Seller's Expenses. Except as provided in Section 2.2 (Courtesy Ride Service and Limitations), Car owners are responsible for all expenses they incur using the Driveo Service and working with the Dealer, including travel costs for going to the Dealer for the inspection discussed in Section 2.1 (Dealer Quotes and Sales).
2.7. Payment Limitations; Unpaid Fines and Lender Fees. Certain circumstances outside of Driveo's or the Dealer's control may prevent the Dealer from paying Seller for the Offer on the same day the Offer is made, including, without limitation: (1) when there are pending or not fully cleared payments on Seller's lease or auto loan; (2) when Seller does not have the title to the vehicle at the time of the Offer; (3) Seller has unpaid parking tickets, DMV (or equivalent vehicle licensing agency) fees, or other government fines or fees (collectively, "Unpaid Fines"); (4) when Seller's lender or leasor (in either event, "Lender") is untimely or unresponsive as to payoff information, requirements, or necessary paperwork; (5) when the Dealer is unable to verify payoff of a lien until it receives title from Seller's Lender; (6) when Seller's Lender adds or is known to add fees or other expenses (collectively, "Lender Fees") to final payoff that Dealer is unable to predict or calculate at the time of the Offer; or (7) when Seller's Lender refuses to accept payoff from anyone other than Seller. Neither Driveo nor Dealer shall be liable for any such circumstances beyond their control and Seller's sole remedy for any such delay in payment will be to refuse to accept the Offer. Neither Driveo nor Dealer shall be responsible for the payment of any Unpaid Fines or Lender Fees and Seller assumes all liability for the same and authorizes the Dealer to offset the agreed-upon payment to Seller by such Lender Fees.
3. True Information.
3.1. You shall only submit true information to Driveo.
3.2. You shall only submit information regarding your own car to Driveo; Driveo and/or its associated Dealers will not accept your request regarding another person's car.
3.3. Your car's title must be in the names of the sellers, and must be disclosed accurately to Driveo and/or the Dealer.
3.4. You must disclose to Driveo and/or the Dealer all liens on your car's title, as well as all unpaid parking tickets, fees, or fines related to the car.
3.5. You acknowledge the Dealer may return any sold car if it learns that any of the information you have submitted is false or misleading, and that you may be liable for additional damages to Driveo, the Dealer who bought your car, or both.
3. Your Publicity Rights.
3.1. Photography by Driveo. Driveo will photograph you at the conclusion of the sale of your car. You may be featured in advertising by Driveo featuring your name, photograph, and likeness.
3.2. How to Opt Out. You may opt out of this photography and advertising by telling Driveo at the sale.
3.3. Consent. Unless you opt out at the time of sale, you hereby irrevocably permit, authorize, and license Driveo, to display, publicly perform, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, modify, alter, edit, adapt, create derivative works, exploit, sell, rent, license, otherwise use, and permit others to use your name, image, likeness, and appearance, and all materials created by or on behalf of Driveo that incorporate any of the foregoing on a perpetual basis throughout the world and in any medium or format whatsoever now existing or hereafter created, and for any purpose, including but not limited to advertising, public relations, publicity, packaging, and promotion of Driveo and its affiliates and their businesses, products, and services, without further consent or compensation.
5.1. By accessing and/or using the Service, including by doing so after accessing this Agreement, you represent and warrant that you are at least 18 years old, and are otherwise legally qualified to enter into and form contracts under applicable law.
5.2. Corporate Use. If you are using the Service on behalf of a company, you further represent and warrant that you are authorized to act and enter into contracts on behalf of that company.
6. License. Subject to your compliance with these Terms of Service, Driveo grants you a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to access the Driveo websites (located at the following URLs: godriveo.com), and to use the Service. The Service, including any portion of the Driveo Website, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, transmitted, or otherwise exploited for any commercial purpose without the prior, express written consent of Driveo. All rights not expressly granted herein are reserved by Driveo. Without limitation, this Agreement grants you no rights in or to the intellectual property of Driveo or any other party, except as expressly set forth herein. The license granted in this section is conditioned on your compliance with the terms and conditions of this Agreement. Your rights under this section will immediately terminate if you breach, actually or potentially, in the sole judgment of Driveo, any provision of this Agreement.
7. Assumption of Risk; Release. You knowingly and freely assume all risk when using the Service. You, on behalf of yourself, your personal representatives, and your heirs, hereby voluntarily agree to release, waive, discharge, hold harmless, defend, and indemnify CSS Services, LLC and its affiliated entities, licensors, stockholders, officers, directors, employees, agents, affiliates, consultants, representatives, sublicensees, successors, and assigns (collectively, the "Company Parties") from any and all claims, actions, or losses for bodily injury, property damage, wrongful death, emotional distress, loss of privacy, or other damages or harm, whether to you or to third parties, that may result from your use of the Service.
8. Consent to Receive Electronic Communications from Company. By registering for the Service and providing your name, email, postal or residential address, and/or phone number through the Service, you hereby expressly consent to receive electronic and other communications from Driveo, over the short term and periodically, including email and short-message service ("SMS" or "text message") communications. These communications will be about the Service, new product offers, promotions, and other matters. You may opt out of receiving electronic communications at any time by following the unsubscribe instructions contained in each communication, or by sending an email to firstname.lastname@example.org. You agree that these electronic communications satisfy any legal requirements that communications or notices to you be in writing.
9. Third Party Websites. The Service is linked with the websites of third parties ("Third Party Websites"), some of whom may have established relationships with Driveo and some of whom may not. Driveo does not have control over the content and performance of Third Party Websites. Driveo has not reviewed, and cannot review or control, all of the material, including computer software or other goods or services, made available on Third Party Websites. Accordingly, Driveo does not represent, warrant, or endorse any Third Party Websites, or the accuracy, currency, content, fitness, lawfulness, or quality of the information, material, goods, or services available through Third Party Websites. Driveo disclaims, and you agree to assume, all responsibility and liability for any damages or other harm, whether to you or to third parties, resulting from your use of Third Party Websites.
10. Your Responsibility for Defamatory Comments.
10.1. You agree and understand that you may be held legally responsible for damages suffered by other users or third parties as the result of your remarks, information, feedback, or other content posted or made available through the Service that is deemed defamatory or otherwise legally actionable. Under Section 230 of the Federal Communications Decency Act of 1996, Driveo is not legally responsible, nor can it be held liable for damages of any kind, arising out of or in connection to any defamatory or otherwise legally actionable remarks, information, feedback, or other content posted or made available through the Service.
10.2. If you raise or file any claim against Driveo for conduct that a Court of Competent Jurisdiction later finds to constitute an "exercise of a publisher's traditional editorial functions," or the legal equivalent thereof, you agree to fully and immediately compensate Driveo for all losses, liability, damages, costs, and expenses, including without limitation all attorneys' fees and expenses in defending the action and resolving the matter. If you fail to compensate Driveo for any such claim, you hereby agree and authorize Driveo to report your personal information, including without limitation your unpaid claim, to consumer credit reporting services, collection agencies, and others.
12. Prohibited Uses. Driveo imposes certain restrictions on your use of the Service. Any violation of this section may subject you to civil and/or criminal liability. The following are expressly prohibited:
12.1. harassing or stalking any person, or contacting any person who has requested not to be contacted
12.2. providing false, misleading, or inaccurate information to Driveo or any other person in connection with the Service
12.3. impersonating, or otherwise misrepresenting affiliation, connection, or association with, any person or entity
12.4. modifying or changing the placement and location of any advertisement posted through the Service
12.5. harvesting or otherwise collecting information about users, including email addresses and phone numbers
12.6. without express written permission from Driveo, using or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Service for any use, including without limitation use on Third Party Websites
12.7. accessing content or data not intended for you, or logging into a server or account that you are not authorized to access
12.8. attempting to probe, scan, or test the vulnerability of the Service, or any associated system or network, or breaching security or authentication measures without proper authorization
12.9. interfering or attempt to interfere with the use of the Service by any other user, host, or network, including (without limitation) by means of submitting a malware or exploiting software vulnerabilities
12.10. using the Service to send unsolicited email, including without limitation promotions or advertisements for products or services
12.11. forging, modifying, or falsifying any network packet or protocol header or metadata in any connection with, or transmission to, the Service (for example, SMTP email headers, HTTP headers, or Internet Protocol packet headers)
12.12. while using the Service, using ad-blocking or other content-blocking software, browser extensions, or built-in browser options designed to hide, block, or prevent the proper display of online advertising
12.13. attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the Company Parties in providing the Service, including without limitation any fraudulent effort to modify software or any other technological mechanism for measuring the number of impressions generated by individual content and/or the overall Service to determine and/or audit advertising revenues and payments, if applicable
12.14. creating additional accounts to promote your (or another's) business, or causing others to do so
12.15. paying anyone for interactions on the Service
13. Intellectual Property.
13.1. Compliance with Law.
13.1.1. You represent and warrant that, when using the Service, you will obey all applicable laws and respect the intellectual property rights of others. Your use of the Service is at all times governed by and subject to copyright and other intellectual property laws. You agree not to upload, post, transmit, display, perform, or distribute any content, information, or other materials in violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights.
13.1.2. You hereby represent and warrant that you are the sole and exclusive owner of any content that you submit through the Service. You shall be solely responsible for any violations of any laws and for any infringements of third-party rights caused by your use of the Service. Driveo users bear the sole burden of proving that content, information, or other materials do not violate any laws or third-party rights.
13.2. Trademarks. Driveo and the Driveo logo (collectively, the "Company Marks") are trademarks or registered trademarks of Driveo and/or its licensors. Other trademarks, service marks, graphics, logos, and domain names appearing anywhere on, through, or in connection with the Service may be the trademarks of third parties. Neither your use of the Service nor this Agreement grant you any right, title, or interest in or to, or any license to reproduce or otherwise use, the Company Marks or any third-party trademarks, service marks, graphics, logos, or domain names. You agree that any goodwill in the Company Marks generated as a result of your use of the Service will inure to the benefit of Driveo, and you agree to assign, and hereby do assign, all such goodwill to Driveo. You shall not at any time, nor shall you assist others to, challenge Driveo's right, title, or interest in or to, or the validity of, the Company Marks.
13.3. Copyrighted Materials; Copyright Notice. All content and other materials available through the Service, including without limitation the Driveo logo, design, text, graphics, and other files, and the selection, arrangement, and organization thereof, are either owned by Driveo or are the property of Driveo's licensors and suppliers. Except as explicitly provided, neither your use of the Service nor this Agreement grant you any right, title, or interest in or to any such materials.
13.4. DMCA Policy.
13.4.1. Driveo asks others to respect Driveo's intellectual property rights, Driveo respects the intellectual property rights of others. Driveo follows the notice and takedown procedures in the Digital Millennium Copyright Act ("DMCA").
13.4.2. If you believe content located on or linked to by the Service violates your copyright, please immediately notify Driveo by means of emailed DMCA takedown notice ("Infringement Notice"), providing the information described below. If Driveo takes action in response to an Infringement Notice, it will make a good faith attempt to contact the party who made the content available by means of the most recent email address that party provided to Driveo.
13.4.3. Under the DMCA, you may be held liable for damages based on material misrepresentations in your Infringement Notice. You must also make a good-faith evaluation of whether the use of your content is a fair use; fair uses are not infringing. (See 17 U.S.C. Section 107, available at https://www.law.cornell.edu/uscode/text/17/107, and Lenz v. Universal Music Corp., No. 13-16106 (9th Cir. Sep. 14, 2015), available at https://www.courtlistener.com/opinion/2937139/stephanie-lenz-v-universal-music-corp/.) If you are not sure if content located on or linked to by the Service infringes your copyright, you should first contact an attorney.
13.4.4. The DMCA requires that all Infringement Notices must include the following:
18.104.22.168. A signature, electronic or physical, of the copyright owner or a person authorized to act on their behalf;
22.214.171.124. An identification of the copyright claimed to have been infringed;
126.96.36.199. A description of the nature and location of the material that you claim to infringe your copyright, in sufficient detail to permit Driveo to find and positively identify that material;
188.8.131.52. Your name, address, telephone number, and email address; and
184.108.40.206. A statement by you: (i) that you believe in good faith that the use of the material that you claim to infringe your copyright is not authorized by law, or by the copyright owner or such owner's agent; and, (ii) under penalty of perjury, that all of the information contained in your Infringement Notice is accurate, and that you are either the copyright owner or a person authorized to act on their behalf.
13.4.5. Infringement Notices should be sent to Driveo (400 North Johnson Avenue, El Cajon, CA 92020) with the subject line "DMCA Notice: (INSERT YOUR NAME OR YOUR COMPANY'S NAME)".
13.4.6. Driveo will respond to all DMCA-compliant Infringement Notices, including, as required or appropriate, by removing the offending material or disabling all links to the offending material.
13.4.7. Disclosure. Disclosure. All received Infringement Notices may be posted in full to the Lumen database (https://lumendatabase.org/), previously known as the Chilling Effects Clearinghouse.
14. Disclaimers; Limitation of Liability.
14.1. No Warranties. Driveo, on behalf of itself and its licensors and suppliers, hereby expressly disclaims any and all warranties, express or implied, regarding the Service, arising by operation of law or otherwise, including without limitation any and all implied warranties of merchantability, fitness for a particular purpose, non-infringement, no encumbrance, or title, in addition to any warranties arising from a course of dealing, usage, or trade practice. Neither Driveo nor its licensors or suppliers warrants that the Service will meet your requirements, or that the operation of the Service will be uninterrupted or error-free. Driveo disclaims all implied liability for damages arising out of the furnishing of the Service pursuant to this Agreement, including without limitation, mistakes, omissions, interruptions, delays, tortious conduct, errors, representations, or other defects arising out of the failure to the furnish the Service, whether caused by acts of commission or omission, or any other damage occurring. Driveo shall not be liable for any indirect, incidental, special, consequential, or punitive damages (including without limitation damages for lost profits or lost revenues), whether caused by the acts or omissions of Driveo, Company Parties, or Driveo users, or their agents or representatives. You understand and agree that Driveo is not party to your interactions or sales transactions with any Dealer. YOU ARE EXCLUSIVELY RESPONSIBLE FOR YOUR INTERACTIONS AND TRANSACTIONS WITH ANY DEALER AND DRIVEO DISCLAIMS ALL LIABILITY FOR THE SAME.
14.2. Your Responsibility for Loss or Damage; Backup of Data.
14.2.1. You agree that your use of the Service is at your sole risk. You will not hold Driveo or its licensors and suppliers, as applicable, responsible for any loss or damage that results from your access to and/or use of the Service, including without limitation any loss or damage to any of your computers, mobile devices, including without limitations tablets and/or smartphones, or data. The Service may contain bugs, errors, problems, or other limitations.
14.2.2. Importantly, you hereby acknowledge that a catastrophic disk failure or other similar event could result in the loss of all of the data related to your account. You agree and understand that it is your responsibility to backup your data to your personal computer or external storage device and to ensure such backups are secure.
14.3. Limitation of Liability. In no event shall Driveo or its licensors or suppliers be liable to you for any claims arising from your use with the Service, including without limitation for special, incidental, or consequential damages, lost profits, lost data or confidential or other information, loss of privacy, costs of procurement of substitute goods or services, failure to meet any duty including without limitation of good faith or of reasonable care, negligence, or otherwise, regardless of the foreseeability of those damages or of any advice or notice given to Driveo or its licensors and suppliers arising out of or in connection with your use of the Service. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action. You agree that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the bargain between Driveo and you. The Service would not be provided without such limitations.
14.4. Application of Disclaimers. The above disclaimers, waivers, and limitations do not in any way limit any other disclaimer of warranties or any other limitation of liability in any other agreement between you and Driveo or between you and any of Driveo's licensors and suppliers. Some jurisdictions may not allow the exclusion of certain implied warranties or the limitation of certain damages, so some of the above disclaimers, waivers, and limitations of liability may not apply to you. Driveo's licensors and suppliers are intended third-party beneficiaries of these disclaimers, waivers, and limitations. No advice or information, whether oral or written, obtained by you through the Service or otherwise shall alter any of the disclaimers or limitations stated in this section.
15. Your Representations and Warranties. You represent and warrant that your use of the Service will be in accordance with this Agreement and any other Driveo policies, and with any applicable laws or regulations.
16. Indemnity by You.
16.1. Without limiting any indemnification provision of this Agreement, you (the "Indemnitor") agree to defend, indemnify, and hold harmless Driveo and the Company Parties (collectively, the "Indemnitees") from and against any and all claims, actions, demands, causes of action, and other proceedings (individually "Claim", and collectively, "Claims"), including but not limited to legal costs and fees, and providing sole and exclusive control of the defense of any action to Driveo, including the choice of legal counsel and all related settlement negotiations, arising out of or relating to: (i) the relationship between you and Driveo, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (ii) your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (iii) your access to or use of the Service; (iv) your provision to Driveo or any of the Indemnitees of information or other data; (v) your violation or alleged violation of any foreign or domestic, international, federal, state, or local law or regulation; (vi) your violation or alleged violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights; or (vii) your interactions or transactions with any Dealer, including the sale of your vehicle to any Dealer.
16.2. The Indemnitees each have the individual right, but not the obligation, to participate through counsel of their choice in any defense by you of any Claim as to which you are required to defend, indemnify, or hold harmless any, each, and/or all Indemnitees. You may not settle any Claim without the prior written consent of the concerned Company Parties.
16.3. Without limitation, the Indemnitor also hereby agrees to compensate Driveo for any and all lost revenues, future lost profits, reasonable search costs, and any other reasonable expenses resulting from any Indemnitor violation of Section 12 (Prohibited Uses), including without limitation any suspension of affiliate accounts or affiliate payment attributable to fraudulent efforts to manipulate or otherwise modify reported impressions generated by the Company Parties under any affiliate advertising agreement.
17. Dispute Resolution.
17.1. Binding Arbitration.
17.1.1. If you and Driveo cannot resolve a Claim through negotiations, either party may elect to have the Claim finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other(s).
17.1.2. You hereby acknowledge that without this provision, you would have the right to sue in court with a jury trial or to participate in a class action.
17.1.3. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
17.1.4. The Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate. The arbitration shall be commenced and conducted through JAMS (www.jamsadr.com) under the Streamlined Rules, as modified by this agreement to arbitrate. All remedies available to the parties under applicable federal, state or local laws shall remain available in arbitration. The parties shall each participate in the selection of a neutral arbitrator pursuant to the Streamlined Rules. Unless you and the Driveo agree otherwise in writing, the final arbitration hearing shall take place in person at the JAMS facility located in or nearest to your city of residence. If you initiate arbitration against Driveo, you will be required to pay an initial fee of $250 (unless you qualify for a waiver), and all other arbitration costs (including any remaining JAMS Case Management Fee and all professional fees for the arbitrator’s services) shall be paid as determined by the arbitrator. If Driveo initiates arbitration against you, Driveo shall pay all costs associated with the arbitration. If JAMS is unavailable to arbitrate a dispute or claim, you and Driveo agree to arbitrate using an alternative arbitral forum. Regardless of the outcome of the arbitration, you and Driveo will each pay your own attorneys’ fees and costs unless an award of attorneys’ fees is available under applicable statute. The arbitrator’s award will consist of a written statement stating the disposition of each Claim. The award will also provide a concise written statement of the essential findings and conclusions on which the award is based. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Either party may litigate to compel arbitration in a Court of Competent Jurisdiction, to stay proceedings pending arbitration, or to modify, confirm, vacate, or enter judgment on the award entered by the arbitrator. You acknowledge that without this provision, you would have the right to sue in court with a jury trial.
17.2. Restrictions Against Joinder of Claims.
17.2.1. You and Driveo agree that any arbitration shall be limited to each Claim individually. You and Driveo hereby agree that each may only bring claims against the other in your or Driveo's individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
17.2.2. If this specific provision is found to be unenforceable in a Court of Competent Jurisdiction, the Claim will still be finally and exclusively resolved by binding arbitration upon the election of either party, and any election to arbitrate by one party shall be final and binding on the other(s). In addition: (1) no arbitration shall be joined with any other arbitration, and (2) there is no right for any Claim to be arbitrated on a class-action basis or to employ class action procedures, and (3) there is no right of authority for any dispute to be brought in a purported representative capacity on behalf either of the general public or any other individuals.
17.3. Remedies in Aid of Arbitration; Equitable Relief. This agreement to arbitrate will not preclude you or Driveo from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration, or confirm an arbitral award, from a Court of Competent Jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or Driveo from applying to a Court of Competent Jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. "Court of Competent Jurisdiction" means any federal or state court: (1) that has jurisdiction over the subject matter; and (2) that is located in the State of California.
17.4. Venue for any Judicial Proceeding.
17.4.1. This Agreement, including without limitation this Agreement's interpretation, shall be treated as though this Agreement were executed and performed in the State of California, and shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
17.4.2. The proper venue for any judicial action arising out of, relating to, or in connection with this Agreement will be the state and federal courts located in or nearest to San Diego, California. The parties hereby stipulate to, and agree to waive any objection to, the personal jurisdiction and venue of such courts, and further expressly submit to extraterritorial service of process.
18.1. By Company. Without limiting any other provision of this Agreement, Driveo reserves the right to, in Driveo's sole discretion and without notice or liability, deny use of the Service to any person for any reason or for no reason at all, including without limitation for any breach or suspected breach of any representation, warranty, or covenant contained in this Agreement, or of any applicable law or regulation.
18.2. Automatic Termination Upon Breach by You. This Agreement shall automatically terminate if you breach any of this Agreement's representations, warranties, or covenants. Such termination shall be automatic, and shall not require any action by Driveo.
18.3. By You. You may terminate this Agreement and your rights under it at any time, for any or no reason at all, by providing to Driveo notice of your intention to do so, in the manner required by Section 19 (Notices).
18.4. Effect of Termination.
18.4.1. Any termination of this Agreement automatically terminates all rights and licenses granted to you under this Agreement, including all rights to use the Service. Upon termination, Driveo may, but has no obligation to, in Driveo's sole discretion, rescind any services and/or delete from Driveo's systems all your personal information and any other files or information that you made available to Driveo or that otherwise relate to your use of the Service. Upon termination, you shall cease any use of the Service.
18.4.2. After termination, Driveo reserves the right to exercise whatever means it deems necessary to prevent your unauthorized use of the Service, including without limitation technological barriers such as IP blocking and direct contact with your Internet Service Provider.
18.5. Legal Action. If Driveo, in Driveo's discretion, takes legal action against you in connection with any actual or suspected breach of this Agreement, Driveo will be entitled to recover from you as part of such legal action, and you agree to pay, Driveo's reasonable costs and attorneys' fees incurred as a result of such legal action. The Company Parties will have no legal obligation or other liability to you or to any third party arising out of or relating to any termination of this Agreement.
19. Notices. All notices required or permitted to be given under this Agreement must be in writing.
19.1. Driveo shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to Driveo. You agree that any notice received from Driveo electronically satisfies any legal requirement that such notice be in writing.
19.2. You bear the sole responsibility of ensuring that your email address on file with Driveo is accurate and current, and notice to you shall be deemed effective upon the sending by Driveo of an email to that address.
19.3. You shall give any notice to Driveo by means of email to email@example.com.
20.1. Entire Agreement. This Agreement constitutes the entire agreement between Driveo and you concerning your use of the Service.
20.2. Partial Invalidity. Should any part of this Agreement be declared invalid, void, or unenforceable by a Court of Competent Jurisdiction, such decision shall not affect the validity of any remaining portion hereof, which shall remain in full force and effect, and the parties hereby acknowledge and agree that they would have executed the remaining portion hereof without including the part so declared by a Court of Competent Jurisdiction to be invalid, void, or unenforceable.
20.3. Amendments. This Agreement may only be modified by a written amendment signed by an authorized executive of Driveo, or by the unilateral amendment of this Agreement by Driveo along with the posting by Driveo of that amended version.
20.4. No Waiver. A waiver by either party of any term or condition of this Agreement, or any breach, in any one instance, will not waive that term or condition or any later breach.
20.5. Assignment. This Agreement and all of your rights and obligations under it will not be assignable or transferable by you without the prior written consent of Driveo. This Agreement will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns.
20.6. Independent Contractors. You and Driveo are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement.
20.7. No Third Party Beneficiaries. There are no third-party beneficiaries to this Agreement, with the following exceptions: the Company Parties; Driveo's licensors and suppliers (to the extent expressly stated in this Agreement); and to the extent stated in the following Sections: Section 9 (Third Party Websites), Section 14.4 (Application of Disclaimers).
20.8. Injunctive Relief. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third-party rights by you would cause irreparable injury to Driveo and Driveo's licensors and suppliers, and would therefore entitle Driveo or Driveo's licensors or suppliers, as the case may be, to injunctive relief.
20.9. Headings. The headings in this Agreement are for convenience only, and shall have no legal or contractual effect.