Last Updated: July 16, 2026
Welcome to Meela! This Terms of Use Agreement (“Agreement”) sets forth the legally binding terms and conditions between you and Meela, Inc., (“Company,” “we,” “us,” or “our”) governing your access to, interactions with, and other use of our artificial intelligence powered voice companion named “Meela” (which we provide as the “Meela Companion” service (“Meela Companion”)), our voice-based service through which we act as your agent to arrange transportation for you from independent third-party transportation network companies (“Meela Rides”), and the other services offered or otherwise made available by us, as well as the website available at www.meela.ai and my.meela.ai and rides.meela.ai (“Website”) (collectively, the Website, Meela Companion, Meela Rides, and the services made available through each of the foregoing, the “Services”).
BY AFFIRMATIVELY AGREEING TO THIS AGREEMENT, OR OTHERWISE ACCESSING AND/OR USING MEELA COMPANION, MEELA RIDES, OR ANY OF THE OTHER SERVICES, OR ANY PORTION THEREOF, YOU REPRESENT THAT (1) YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD; (2) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT; AND (3) YOU ARE NOT BARRED FROM USING THE SERVICE UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION. IF YOU ARE REGISTERING AN ACCOUNT ON BEHALF OF A USER, YOU FURTHER MAKE THE REPRESENTATIONS AND WARRANTIES SET FORTH IN 1.3(a). IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.
PLEASE NOTE THAT THE SERVICES ARE NOT INTENDED FOR USE IN CONNECTICUT, IDAHO, MAINE, NEVADA, OREGON, UTAH, OR WASHINGTON (“PROHIBITED JURISDICTIONS”), AND BY AGREEING TO THIS AGREEMENT AND/OR ACCESSING OR USING THE SERVICES, YOU REPRESENT, WARRANT, AND COVENANT THAT YOU WILL NOT ACCESS OR USE THE SERVICES IN ANY PROHIBITED JURISDICTION, INCLUDING BY INITIATING OR RECEIVING CALLS IN ANY PROHIBITED JURISDICTION. MEELA RIDES IS SEPARATELY AVAILABLE ONLY IN GEOGRAPHIC AREAS WHERE WE AND OUR TNC PARTNERS OPERATE.
SECTION 10 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND COMPANY. AMONG OTHER THINGS, SECTION 10 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND COMPANY SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 10 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 10 CAREFULLY.
UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 10.10: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AGAINST COMPANY ON AN INDIVIDUAL BASIS; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE CLAIMS IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
PLEASE NOTE THIS AGREEMENT IS SUBJECT TO CHANGE BY COMPANY IN ITS SOLE DISCRETION AT ANY TIME IN ACCORDANCE WITH SECTION 11.1 BELOW. PLEASE REGULARLY CHECK THE SERVICES TO VIEW THE THEN-CURRENT TERMS.
1. SERVICES.
1.1 Overview. Company’s Website is designed to provide information and resources regarding Company’s Services. Meela is designed to make calls to you at pre-scheduled times, to have human-like conversations (“Conversations”). Your access to Meela Companion may be provided, sponsored, or paid for by a senior living community, care provider, or other organization (each, a “Care Entity”) under a separate agreement between Company and that Care Entity (a “Customer Agreement”). WHILE WE GENERALLY ALLOW YOU TO TALK TO MEELA ABOUT ANYTHING YOU WANT, NEITHER MEELA COMPANION, MEELA RIDES, NOR ANY OF THE OTHER SERVICES ARE INTENDED TO PROVIDE MEDICAL, PSYCHOLOGICAL, OR OTHER CLINICAL ADVICE AND ARE PROVIDED FOR INFORMATIONAL OR ENTERTAINMENT PURPOSES ONLY. YOU ACKNOWLEDGE AND AGREE THAT COMPANY DOES NOT PROVIDE ANY MEDICAL, PSYCHOLOGICAL, OR OTHER CLINICAL ADVICE OF ANY KIND OR MAKE ANY MEDICAL, PSYCHOLOGICAL OR OTHER CLINICAL DECISIONS. THE SERVICES ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL OR OTHER CLINICAL ADVICE, DIAGNOSIS, OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR CLINICIANS, PHYSICIANS, OR OTHER HEALTHCARE PROVIDERS (“CARE TEAM”) WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL, MENTAL, PSYCHOLOGICAL, OR OTHER HEALTH CONDITION.
NEVER DISREGARD PROFESSIONAL MEDICAL OR CLINICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING MEELA HAS SAID OR BECAUSE OF AN INTERACTION WITH MEELA. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOUR RELATIONSHIP WITH YOUR CARE TEAM IS SOLELY WITH YOUR CARE TEAM. YOU ACKNOWLEDGE AND AGREE THAT REGARDLESS OF ANY INFORMATION OR STATEMENT MADE BY MEELA, COMPANY DOES NOT ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR THE ACCURACY, EFFICACY, VERACITY, COMPLETENESS, APPROPRIATENESS, OR SAFETY OF ANY INFORMATION OR RESOURCES RECEIVED OR PROVIDED OR MADE AVAILABLE BY MEELA OR OTHERWISE THROUGH THE SERVICES. COMPANY DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC TESTS, CLINICIANS, PRODUCTS, PROCEDURES, OPINIONS, OR OTHER INFORMATION OR RESOURCES MADE AVAILABLE THROUGH THE SERVICES. THE COMPANY PARTIES (AS DEFINED IN SECTION 6) DO NOT THEMSELVES PROVIDE SERVICES TO YOU REQUIRING PROFESSIONAL LICENSURE OR QUALIFICATIONS (E.G., PHYSICIAN OR OTHER MEDICAL OR PSYCHOLOGICAL PROFESSIONAL SERVICES) AND THE SERVICES PROVIDED DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, MEDICAL, PSYCHOLOGICAL OR OTHER CLINICAL ADVICE OR OPINION. THE SERVICES ARE NOT INTENDED FOR EMERGENCY USE. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911, CONTACT A CARE TEAM MEMBER OR SEEK IMMEDIATE OR OTHER APPROPRIATE EMERGENCY ATTENTION. IF YOU ARE SUICIDAL OR ARE EXPERIENCING SUICIDAL THOUGHTS, IMMEDIATELY CALL THE NATIONAL SUICIDE PREVENTION LIFELINE AT 988. IF YOU ARE OUTSIDE OF THE UNITED STATES, PLEASE CONTACT YOUR LOCAL CRISIS LINE: www.iasp.info/crisis-centres-helplines/.
1.2 Communications.
(a) Service communications. By entering into this Agreement or using the Services, you agree to receive the communications we need to provide the Services. These include Meela’s scheduled companion conversations, ride communications (as described in Section 1.8), and account, billing, safety, and other service messages, and we may send them by phone call, automated or artificial or prerecorded voice (including Meela’s AI voice), text message, and email, at the phone number and email address you provide. You consent under the Telephone Consumer Protection Act (TCPA) to receive these non-emergency automated and artificial-voice calls and texts. These communications are transactional and necessary to use the Services. Message and data rates may apply.
(b) Recording. You agree that we may create audio recordings of, and store, your calls and Conversations with Meela to provide, operate, and improve the Services. Where applicable law requires notice to, or consent from, any participant on a call, we will provide that notice or obtain that consent, including by voice at the start of the call.
(c) Marketing communications (optional). We may also send you promotional and marketing messages, including about new features, offers, and discounts. We send these by email, and, only where you have given separate consent, by automated or artificial or prerecorded voice calls and text messages (including Meela’s AI voice). Your consent to marketing calls and texts is not required to use the Services or to purchase anything from us. You may opt out of marketing at any time by replying STOP to a text, telling us on a call, or using the unsubscribe link in any email. Opting out of marketing will not affect the transactional service communications described above.
(d) Text message program terms. Text messages we send under this Section 1.2 are subject to the following: message frequency varies based on your use of the Services; message and data rates may apply; you may reply STOP at any time to stop receiving text messages, or contact support@meela.ai, after which we may send one final message confirming your opt-out; you may contact us at support@meela.ai at any time for assistance; and wireless carriers are not liable for delayed or undelivered messages. Because service texts are part of how we deliver the Services, opting out of text messages may limit or prevent our ability to provide some or all of the Services, as described in Section 1.2(e).
(e) Revoking consent. You may revoke your consent to receive calls or text messages from us at any time and by any reasonable means, including by replying STOP to any text message or by telling Meela or our support team by phone, or by emailing support@meela.ai. We will honor revocation requests within ten (10) business days of receipt, or any shorter period required by applicable law. Because calls and text messages are the primary means by which the Services, including Meela Rides, are delivered, you acknowledge that revoking consent to transactional or service-related calls or messages may prevent us from providing some or all of the Services, and we may suspend the affected Services accordingly. Revoking consent to marketing communications will not affect transactional or service-related communications, and vice versa. If you reply STOP or a similar keyword to a marketing text message, we will stop marketing texts and may send you a single message confirming your opt-out; unless you tell us otherwise, service-related calls and texts about your Account and your rides will continue. You may re-enable any suspended Services at any time by providing your consent again, including by phone.
(f) Consent to electronic records. By accepting this Agreement or using the Services, you consent to receive agreements, disclosures, notices, receipts, confirmations, and other records and communications relating to the Services (“Records”) in electronic form, including by email, by text message, through the Website, or by voice during calls with Meela, and you agree that Records provided electronically satisfy any legal requirement that such Records be in writing.
1.3 Account Registration.
(a) Registering Your Account. In order to access the Services, you may be required to register an account (“Account”). If you are registering an Account on behalf of a user, you represent and warrant that (a) you are the subscriber of the phone number where Meela will call the user and consent to recorded AI artificial voice calls, or (b) you are the legal guardian or agent with authority, or have power of attorney, to provide consent on behalf of the user whom you are registering an Account to receive recorded AI artificial voice calls and, where applicable, to request Services such as transportation on the user’s behalf, or (c) the user is competent to provide consent and has consented directly to Company, including by voice at the start of the user’s first call with Meela. Where required by applicable law, Company will also seek consent directly from the user, including by voice at the beginning of a call, and may decline or discontinue the Services if that consent is not given.
(b) Registration Data. In registering an Account on the Services, you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.
(c) Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of Company. Furthermore, you are responsible for all activities that occur under your Account. You shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. You may not share your Account or password with anyone, and you agree to notify Company immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, incomplete or not current, or Company has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete or not current, Company has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You shall not have more than one Account at any given time. Company reserves the right to remove or reclaim any usernames at any time and for any reason. You agree not to create an Account or use the Services if you have been previously removed or banned by Company. Because the Services are provided primarily by telephone, Company may rely on the telephone number(s) registered to your Account to identify you and to act on instructions received from those number(s). You are responsible for all activity originating from your registered telephone number(s), and you agree to notify Company promptly if any registered number changes, is lost, is transferred, or is reassigned to another person. Company shall not be liable for actions taken in good-faith reliance on instructions received from a registered telephone number prior to your notice. Company may also ask you to verify your identity before arranging a ride or making changes to your Account, as described in Section 1.4(s).
(d) Account Managers and Riders. An Account may be used to arrange Services, including Meela Rides, for another individual, such as a family member. The individual who registers or manages the Account is the “Account Manager” and the individual who receives Services, including transportation services, is the “Rider.” If you are an Account Manager, you: (i) agree to this Agreement on your own behalf and, to the extent you are authorized to do so, on behalf of the Rider; (ii) are responsible for ensuring the Rider’s compliance with this Agreement; (iii) are financially responsible for all Fees, Service Fees, TNC Charges, and other amounts arising from Services arranged through your Account, regardless of who requests or receives them; and (iv) represent and warrant that you have obtained all consents and authorizations described in Section 1.3(a) with respect to the Rider, including the Rider’s consent to receive calls and text messages and to have the Rider’s ride status shared with the persons you designate under Section 1.8. References to “you” in this Agreement include both the Account Manager and the Rider, as context requires.
1.4 Usage Restrictions. You agree not to:
Any future release, update or other addition to the Services shall be subject to this Agreement. Company, its suppliers and service providers reserve all rights not granted in this Agreement. Any unauthorized use of the Services terminates the licenses granted by Company pursuant to this Agreement.
1.5 Meela Rides; agency; not a provider. Meela Rides lets you request ground transportation by voice. When you request a ride, you authorize us to act as your agent and on your behalf to communicate your request, pickup location, and destination to one or more independent third-party transportation network companies (each, a “TNC,” which may include Lyft, through its Lyft Concierge service, Uber, or others we make available). For Meela Rides, you are the principal and Meela is your agent. We act solely as your agent and not as the agent of any TNC or Designated Driver. We are not a transportation provider, a TNC, or a carrier; we do not own or operate vehicles, employ or supervise drivers, or provide transportation. The transportation is provided solely by the TNC and its driver (the “Designated Driver”). We do not guarantee that any ride will be requested, accepted, or completed, and you accept the risk that a ride may be delayed, cancelled, or fail for reasons including that our or a TNC’s systems may be unavailable, no driver may accept the request, or a Designated Driver may cancel, be unable to locate you, be delayed, or be involved in an accident. MEELA RIDES IS NOT AN EMERGENCY SERVICE; DO NOT USE IT IN A MEDICAL OR OTHER EMERGENCY. CALL 911 OR SEEK IMMEDIATE APPROPRIATE ASSISTANCE. Scope of our agency. When you request a ride, you appoint us as your agent for the limited purpose of arranging it: taking your request, communicating your pickup and drop-off to the TNC, booking the ride, relaying confirmations and status to you, and handling the related payment described in Section 5.4. We will do this with reasonable care and will follow your instructions for the ride you request. Our role as your agent is limited to arranging rides and does not extend to the transportation itself or to anything that occurs once a ride is booked. We are not your agent for, and are not responsible for, the conduct of any TNC or Designated Driver, the safety, timing, route, or condition of any ride, any accident, injury, delay, or loss, or your relationship or any dispute with a TNC or Designated Driver, all of which are governed by the TNC’s own terms. We disclose our Service Fee in Section 5.4 and do not receive any other compensation in connection with your rides except as disclosed to you.
1.6 TNC terms and privacy. When a ride is arranged, the transportation is provided by the TNC and is subject to that TNC’s own terms of service and privacy policy in effect on the date of the ride. You agree to be bound by the TNC’s terms for your ride and authorize us, as your agent, to accept them on your behalf where permitted. For rides arranged through Lyft Concierge, by accepting the ride you consent to the following: “By accepting Lyft Concierge Ride services, you consent to Lyft’s Terms of Service, which are available at https://www.lyft.com/terms.” For rides provided through the Uber network, Uber’s rider Terms of Use apply and are available at https://www.uber.com/legal/en/document/?name=general-terms-of-use&country=united-states&lang=en. Each TNC handles the information involved in your ride under its own privacy policy: Lyft’s is at https://www.lyft.com/privacy and Uber’s is at https://www.uber.com/legal/en/document/?name=privacy-notice&country=united-states&lang=en. Our handling of your information is described in the Meela Privacy Policy. In the event of a conflict between this Agreement and the applicable TNC’s terms with respect to a ride, the TNC’s terms govern the transportation itself and this Agreement governs our concierge services.
1.7 No insurance; reliance on TNC. Meela does not provide or carry any automobile liability, personal injury, or property damage insurance for the transportation. We do not screen, interview, background check, train, supervise, or control Designated Drivers or their vehicles; any screening, background checks, or vehicle requirements are established and performed solely by the applicable TNC in accordance with applicable law. The transportation is covered only by the insurance the TNC and the Designated Driver carry themselves, together with any insurance the TNC requires its Designated Drivers to maintain. In the event of any loss, injury, or damage arising from a ride, you are relying on that insurance and not on any coverage from Meela.
1.8 Ride communications and data sharing. We, our TNC partners, and the Designated Driver may contact you by automated call, artificial or prerecorded voice, and text at your account number for ride purposes, including to confirm or quote a ride, advise that a driver is en route or has arrived, relay information to or from the driver, and confirm completion. You authorize us to share with the applicable TNC the information needed to arrange and support your ride, and to allow the TNC to contact you. You authorize ride status updates to each person you designate (each, a “Loved One”), and represent you have any necessary consent from them. These communications are transactional and a condition of using Meela Rides.
1.9 Ride details and confirmation. Because ride requests are placed by voice, Meela may read back the material details of each ride request, including the pickup location, the destination, before the ride is booked. You are responsible for listening to and confirming those details. Once you confirm the details of a ride request, the confirmed details are conclusive, and we shall not be liable for any costs, delays, or other consequences arising from confirmed details that are incorrect, including misheard or mistranscribed names, addresses, or times, provided that we booked the ride materially as confirmed. If you discover an error in a confirmed ride, contact us immediately and we will use commercially reasonable efforts to correct or cancel the ride, subject to the applicable TNC’s policies and any resulting TNC Charges, which remain your responsibility.
1.10 Right to decline or cancel ride requests. We may decline, cancel, or modify any ride request in our reasonable discretion, including where we believe the ride may present a safety risk to any person, violates this Agreement or the applicable TNC’s terms or policies, cannot be fulfilled due to TNC unavailability or coverage limitations, or is associated with suspected fraud or a payment failure. We will use commercially reasonable efforts to notify you of any declined or cancelled ride. We shall have no liability for declining or cancelling a ride request, except that we will not charge you a Service Fee for a ride that we decline or cancel for reasons other than your breach of this Agreement.
1.11 Curb-to-curb transportation only; not a medical transport service. Meela Rides arranges standard, curb-to-curb transportation only. Designated Drivers are independent third parties and are not trained, obligated, or expected to provide physical assistance, door-through-door assistance, help entering or exiting buildings or vehicles, supervision, caregiving, or medical support of any kind. MEELA RIDES IS NOT A MEDICAL TRANSPORT OR NON-EMERGENCY MEDICAL TRANSPORTATION (NEMT) SERVICE AND IS NOT A SUBSTITUTE FOR ASSISTED TRANSPORT, AMBULANCE, OR PARATRANSIT SERVICES. IF YOU OR A RIDER REQUIRES PHYSICAL ASSISTANCE OR MEDICAL SUPERVISION IN ORDER TO TRAVEL SAFELY, DO NOT USE MEELA RIDES. IN AN EMERGENCY, CALL 911.
1.12 Accessibility; mobility devices; service animals. The availability of wheelchair-accessible vehicles and other accessible ride options depends entirely on the applicable TNC and its Designated Drivers and may be limited or unavailable in your area; we cannot guarantee that any accessible vehicle will be available. You should inform Meela of any mobility devices (such as walkers, canes, or foldable wheelchairs) or service animals when requesting a ride so that we can relay that information to the TNC. Service animals are accommodated in accordance with applicable law and the applicable TNC’s policies. As between you and us, the TNC and its Designated Drivers, and not Company, are responsible for compliance with accessibility laws applicable to the transportation they provide.
1.13 No real-time monitoring; emergencies. We arrange rides and may relay ride status information to you and to your designated Loved Ones, but we do not monitor rides in real time, do not track your safety during a ride, and have no duty to supervise, intervene in, or respond to events occurring during a ride. IF AN EMERGENCY OR SAFETY ISSUE ARISES DURING A RIDE, CALL 911 AND/OR USE THE SAFETY FEATURES PROVIDED BY THE APPLICABLE TNC. You may also report any issue to us after a ride and we will assist you in raising it with the TNC as described in Section 5.4(e).
1.14 Lost items. Items left in a Designated Driver’s vehicle are subject to the applicable TNC’s lost item policies and fees. We will use commercially reasonable efforts to assist you in contacting the TNC regarding a lost item, but we have no responsibility for items lost, damaged, or stolen during a ride.
2. CONTENT.
2.1 User Responsibility for Content. You acknowledge that all content on the Services is the sole responsibility of the party from whom it originated. You, and not Company, are entirely responsible for all statements you make or information you Make Available to the Services, including Your Contributions (collectively, “Your Content”).
2.2 Use of AI. Our Services utilize certain publicly available artificial intelligence and deep learning models (“Models”) to generate certain responses (collectively, “Meela Contributions”) based on the questions, comments, and responses made by you to the Services, including in any voice interface used to take and confirm requests and in previous Conversations (“Your Contributions”). All Meela Contributions are provided “as is” and with “all faults.” You are solely responsible for your use of or reliance on any Meela Contributions. You acknowledge that certain of the Meela Contributions are based on Your Contributions, as well as Models and information, and that Company has no control over any such Your Contributions, Models or information. Company makes no representations or warranties of any kind or nature with respect to any Meela Contributions, including any warranties of accuracy, completeness, truthfulness, timeliness or suitability, and you assume all risks associated with your use of or reliance on Meela Contributions. Company will have no liability for the unavailability of any Models, or any third party’s decision to discontinue, suspend or terminate any third-party provided Models. You understand that additional license requirements may apply to certain Models and that you must review and comply with such requirements. BECAUSE MEELA UTILIZES ARTIFICIAL INTELLIGENCE TO COMMUNICATE WITH YOU, MEELA MAY PROVIDE INFORMATION THAT IS AN INACCURATE OR INAPPROPRIATE RESPONSE TO YOUR REQUESTS OR OTHER PROMPTS IN MEELA’S INTERACTIONS WITH YOU. YOU AGREE THAT COMPANY WILL NOT BE HELD LIABLE TO YOU OR ANY THIRD PARTY FOR MEELA PROVIDING SUCH INACCURATE OR INAPPROPRIATE INFORMATION TO YOU.
2.3 No Obligation to Pre-Screen Content. Company may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Services and/or content available thereon, including Your Content, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation your discussions with Meela.
Without limiting the foregoing, Company reserves the right to: (a) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Company; (b) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (c) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Services or if Company otherwise believes that criminal activity has occurred; and/or (d) terminate or suspend your access to Meela or any other part of the Services for any or no reason, including without limitation, any violation of this Agreement. Upon determination of any possible violations by you of any provision of this Agreement, Company may, at its sole discretion, immediately terminate your license to use the Services, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
If Company believes that criminal activity has occurred, Company reserves the right to, except to the extent prohibited by applicable law, disclose any information or materials on or in the Services, including Your Content, in Company’s possession in connection with your use of the Services, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce this Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Company, its users or the public, and all enforcement or other government officials, as Company in its sole discretion believes to be necessary or appropriate.
2.4 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Services, including a mobile device or landline telephone suitable to connect with Meela, and you are responsible for any related fees.
2.5 Storage. Except as otherwise set forth in a Customer Agreement, Company has no obligation to store any of Your Content that you Make Available on the Services. 3. OWNERSHIP.
3.1 Services. Except with respect to Your Content, Company and its suppliers own all rights, title and interest in the Services and all related intellectual property, including any Models. All rights not expressly granted are reserved and retained by Company.
3.2 Trademarks. MEELA, the MEELA logo, and all related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Company and may not be used without permission. Other marks are the property of their respective owners.
3.3 License to Your Content. You grant Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, transferable and non-sublicensable (except to your Care Entity) license to record, store, and use Your Content for the purposes of operating, providing, and improving the Services, including to train the Models.
3.4 Feedback. If you provide suggestions or feedback, you grant Company a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate it into the Services.
4. COMMUNITY GUIDELINES.
THE SERVICES ARE STRICTLY DESIGNED FOR YOU TO HAVE CONVERSATIONS WITH MEELA, AS YOUR AI COMPANION AND FRIEND, AND, IF YOU USE MEELA RIDES, TO ARRANGE TRANSPORTATION SERVICES AS DESCRIBED IN SECTIONS 1.5 THROUGH 1.14. As a condition of use, you agree not to Make Available any Content or take any action using the Services that: (a) may constitute, contribute to, depict, or encourage a crime, illegal or terrorist activity, or a violation or infringement of any third party’s rights; (b) is unlawful, harmful, threatening, abusive, harassing, inflammatory, defamatory, libelous, discriminatory, deceptive, fraudulent, invasive of another’s privacy, tortious, offensive, vulgar, hateful, or is racially, ethnically, or otherwise objectionable (in our sole discretion); (c) contains adult content, including obscene, pornographic, and/or sexual terms, or profanity; (d) may create a risk of, glorify, encourage, or threaten violence, harm, physical or mental injury, emotional distress, death, disability, disfigurement, self-harm, or any other loss or damage to you or any other person or to any animal or to any property; (e) exploits political agendas or “hot button” issues for commercial use, or that contains hate speech based upon the race, sex, national origin, religious affiliation, marital status, sexual orientation, gender identity, or language of an individual or group; (f) you do not have the right to Make Available or to take under any law under contractual or fiduciary relationships; or (g) harms minors in any way, or solicits or otherwise attempts to gain any information from a minor.
5. FEES AND PURCHASE TERMS.
5.1 Third-Party Service Provider. Company uses Stripe, Inc. and its affiliates as its third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Third-Party Service Provider”). If you make a purchase on the Service, you will be required to provide your payment details and any additional information required to complete your order directly to our Third-Party Service Provider. You agree to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/ssa) and hereby consent and authorize the Company and Stripe to share any information and payment instructions you provide with one or more Third-Party Service Provider(s) to the minimum extent required to complete your transactions. Online payment transactions may be subject to validation checks by our Third-Party Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. Your card issuer may charge you an online handling fee or processing fee; we are not responsible for this.
5.2 Payment. You shall pay all fees or charges (“Fees”) in accordance with the fees, charges and billing terms in effect at the time a Fee is due and payable, as listed on the Website and/or accessible through your Account. By providing Company and/or our Third-Party Service Provider with your payment information, you agree that Company and/or our Third-Party Service Provider is authorized to immediately invoice you within your Account for all Fees due and payable to Company hereunder and that no additional notice or consent is required. You shall immediately notify Company of any change in your payment information to maintain its completeness and accuracy. Company reserves the right at any time to change its prices and billing methods in its sole discretion. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us. Your failure to provide accurate payment information or our inability to collect payment constitutes your material breach of this Agreement. Except as set forth in this Agreement, all Fees for the Service are non-refundable.
5.3 Subscriptions. If you purchase access to certain features and functionality of the Services on a time-limited basis (a “Subscription”), the Fee for such Subscription (“Service Subscription Fee”) will be billed at the start of the Subscription and at regular intervals (“Subscription Term”) in accordance with your elections at the time of purchase. The Service Subscription Fee provides a specific number of minutes of Conversations with Meela (“Allotment”); once reached, you may purchase additional minutes (“Additional Minutes”). The Allotment does not roll over; unused Additional Minutes roll over while you have an active Subscription. Company may change Subscription pricing from time to time. We will notify you of any price increase that affects your Subscription at least thirty (30) days before it takes effect, and the new price will apply only to Subscription Terms that begin after that notice period. If you do not agree to a price increase, you may cancel your Subscription before it takes effect as described below. If you elect to purchase a Subscription, your Subscription will continue and automatically renew at Company’s then-current price until terminated in accordance with this Agreement. By subscribing, you authorize Company to charge the payment method designated in your Account now, and again at the beginning of any subsequent Subscription Term. You may cancel your Subscription at any time by logging into your Account and clicking “Cancel my Subscription,” by telling our support team by phone, or by emailing support@meela.ai; upon cancellation you may use your Subscription until the end of the then-current Subscription Term, with no prorated refund. Except as required by applicable law, and except as set forth in Section 5.4(e) (Ride refunds and fare disputes) with respect to Meela Rides, all Fees and other amounts paid in connection with the Services are non-refundable, non-cancellable, and non-creditable, regardless of actual usage, termination, or dissatisfaction; any exception must be authorized in writing by Company in its sole discretion.
5.4 Ride Charges. You will incur charges for each ride, structured as follows.
(a) Pass-through of TNC Charges. You authorize us to use our own funds or credit to advance to the applicable TNC the fare and related charges the TNC sets for your ride (the “TNC Charges”), which may but is not limited to include booking fees, tolls, surcharges, airport and venue fees, wait-time charges, cancellation and no-show fees, and post-ride adjustments and damage or cleaning fees the TNC assesses, including those arising from your or your Rider’s conduct, and to charge the payment method you have placed on file with us to reimburse us for the TNC Charges. The TNC sets the TNC Charges; we pass them through to you at cost and do not mark them up. TNC Charges may rise substantially during periods of high demand, and any quote is an estimate only. Because certain TNC Charges may be assessed after a ride is completed, you authorize us to charge your payment method for those amounts if and when they are assessed, and you are responsible for the actual TNC Charges for each completed ride booked with your confirmation under Section 1.9, whether or not you were separately aware of the pricing in effect at the time. We or our Third-Party Service Provider may place a temporary preauthorization hold on your payment method in connection with a ride.
(b) Collection of our Service Fee. You authorize us to charge the payment method on file to collect our fee for the concierge, booking, ride status updates, support, and related services we provide (the “Service Fee”), at the rate in effect at the time of your ride as specified and posted by us. The Service Fee compensates us for our own services and is not a resale of, or a charge imposed by the TNC on, the transportation; we may calculate it by reference to the TNC Charges, including as a percentage. We charge the Service Fee only to the extent permitted by our arrangement with the applicable TNC.
(c) Consolidation on a single charge. You authorize us to combine the TNC Charges and any Service Fee into a single charge to your payment method. We will advise you, by email or voice, of the separate amounts of our Service Fee and the combined total. Cancellation may incur a fee; cancellations and no-shows are subject to our cancellation policy, as posted on the Website or communicated to you by voice at or before booking, and to any fees the applicable TNC assesses, which are passed through to you as TNC Charges. Gratuities to a Designated Driver are voluntary and never required or expected; the amounts charged under this Section 5.4 are intended to fully compensate the applicable TNC and its Designated Driver for the transportation and Company for its services, and we do not retain any portion of any gratuity, one hundred percent of which is passed through to the Designated Driver or to the TNC for the Designated Driver’s benefit. Except as required by law or as set forth in Section 5.4(e), amounts are non-refundable once a ride is requested. Links to our posted cancellation and no-show policy referenced can be found at https://www.meela.ai/policies.
(d) Payment failures; suspension; collections. You agree to maintain a valid payment method on file at all times while using Meela Rides. If a charge to your payment method fails, you remain responsible for all amounts due, and we may: (i) retry the charge; (ii) suspend your access to Meela Rides or the other Services until all amounts due are paid in full; (iii) offset amounts due against any credits associated with your Account; and (iv) recover our reasonable costs of collection, including reasonable attorneys’ fees, to the extent permitted by applicable law. Because we may advance TNC Charges on your behalf with our own funds, your failure to pay amounts when due is a material breach of this Agreement.
(e) Ride refunds and fare disputes. TNC Charges are set by, and paid over to, the applicable TNC. If you believe a TNC Charge is incorrect, contact us within five (5) days of the ride and we will, as your limited agent, submit the dispute to the TNC on your behalf and report to you on its progress and resolution. If the TNC issues a refund or credit to us in respect of your ride, we will pass the full amount of that refund or credit through to you. We have no obligation to refund TNC Charges except to the extent of amounts actually refunded by the applicable TNC or as required by applicable law. We may, in our sole discretion, refund or credit our Service Fee where a ride experience did not meet reasonable expectations. Except as set forth in this Section 5.4(e) or as required by applicable law, all amounts paid in connection with Meela Rides are non-refundable.
(f) Taxes. All Fees and Service Fees are exclusive of applicable federal, state, and local taxes, levies, and duties, and you are responsible for the payment of all such amounts, which we may collect together with the applicable Fees or Service Fees.
5.5 Promotional codes. We may offer promotional codes and credits redeemable for account credit or other benefits, subject to additional terms we establish for each. Promotional codes (a) must be used for their intended audience and purpose and lawfully; (b) may not be duplicated, sold, transferred, or made public unless we permit it; (c) may be disabled or revoked at any time, including if obtained or used in error or fraudulently; (d) may only be used under the terms we establish; (e) are not valid for cash; and (f) may expire.
5.6 Referral program. We may offer a referral program that rewards you for referring new users, subject to the then-current Referral Program Terms we make available under Section 11.10. You may not refer yourself, create duplicate or fake accounts, or use any deceptive, automated, or unsolicited method to refer or invite others, and you may only invite people who have agreed to be contacted by you; where you promote the program, you agree to disclose that you receive a reward; rewards are not redeemable for cash, may expire, and are subject to Section 5.5; and we may modify, suspend, or end the program at any time. Current reward amounts, caps, and qualifying conditions are set out in the Referral Program Terms.
6. INDEMNIFICATION. You agree to indemnify and hold Company and its affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Company Party” and collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, any of the Services; (c) your violation of the Agreement; (d) your violation of any rights of another party; (e) your violation of any applicable laws, rules or regulations; or (f) your use of, or any dispute or interaction arising from, Meela Rides, any ride, any TNC, or any Designated Driver. Company may assume the exclusive defense and control of any matter subject to indemnification by you. This provision does not require you to indemnify any of the Company Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Services. This section survives termination of the Agreement and your access to the Services.
6A. RELEASE. To the fullest extent permitted by applicable law, you hereby release the Company Parties from any and all claims, demands, damages (actual, consequential, or otherwise), losses, and causes of action of every kind and nature, known and unknown, suspected and unsuspected, arising out of or in any way connected with: (a) any dispute you have with any TNC, Designated Driver, or other third party in connection with the Services, including any ride arranged through Meela Rides; or (b) any act or omission of any TNC, Designated Driver, or other third party. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” If you are a resident of another jurisdiction with a similar statute or doctrine, you waive its application to this release to the fullest extent permitted by applicable law.
7. DISCLAIMER OF WARRANTIES AND CONDITIONS.
7.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION YOUR ACCESS TO INFORMATION ON THE WEBSITE AND YOUR INTERACTIONS WITH MEELA, ARE AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES. THE COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) THAT DEFECTS WILL BE CORRECTED; (D) THAT THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (E) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (F) THE SERVICES WILL IMPROVE YOUR HEALTH OR IDENTIFY AND PREVENT ANY OR ALL INSTANCES OF HARM OR INJURY. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. THE COMPANY PARTIES DO NOT (1) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION OR RESOURCES PROVIDED WITHIN, OR IN CONNECTION WITH, THE SERVICES, INCLUDING WITH RESPECT TO ANY OUTPUTS; OR (2) ADOPT, ENDORSE, OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY SUCH OUTPUTS. UNDER NO CIRCUMSTANCES WILL THE COMPANY PARTIES BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON SUCH INFORMATION OR RESOURCES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
7.2 Medical Disclaimer. THE SERVICES ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR MEDICAL CONDITION. AS DESCRIBED IN SECTION 1.1, MEELA COMPANION IS NOT A MEDICAL SERVICE AND COMPANY DOES NOT OFFER MEDICAL ADVICE OR DIAGNOSES, OR ENGAGE IN THE PRACTICE OF MEDICINE. THE SERVICES, INCLUDING ANY MEELA CONTRIBUTIONS, ARE FOR INFORMATIONAL OR ENTERTAINMENT PURPOSES ONLY, AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSES, OR TREATMENT BY YOUR CARE TEAM.
7.3 Transportation Disclaimer. WE ARE NOT A TRANSPORTATION PROVIDER, CARRIER, OR TNC. WE MAKE NO WARRANTY OR GUARANTEE REGARDING THE AVAILABILITY, RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR SAFETY OF ANY TNC, DESIGNATED DRIVER, VEHICLE, OR RIDE, OR THAT ANY RIDE WILL BE REQUESTED, ACCEPTED, OR COMPLETED. DESIGNATED DRIVERS MAY OFFER RIDESHARING OR PEER-TO-PEER TRANSPORTATION AND MAY NOT BE PROFESSIONALLY LICENSED COMMERCIAL DRIVERS. THE ENTIRE RISK OF YOUR USE OF MEELA RIDES REMAINS WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
8. LIMITATION OF LIABILITY.
8.1 Disclaimer of Certain Damages. IN NO EVENT SHALL THE COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, OR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, RESULTING FROM (A) THE USE OR INABILITY TO USE THE SERVICES; (B) THE COST OF SUBSTITUTE GOODS OR SERVICES; (C) UNAUTHORIZED ACCESS TO YOUR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY; (E) THE USE OF ANY CONTENT ON THE SERVICES; (F) ANY OTHER MATTER RELATED TO THE SERVICES; OR (G) ANY RIDE, OR ANY TRANSACTION, INTERACTION, OR RELATIONSHIP BETWEEN YOU AND ANY TNC OR DESIGNATED DRIVER, INCLUDING ANY ACCIDENT, INJURY, DELAY, OR PROPERTY DAMAGE. THE FOREGOING LIMITATION SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR (ii) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. THE FOREGOING EXCEPTIONS APPLY ONLY TO THE MEELA COMPANION SERVICE, AND DO NOT APPLY TO ANY CLAIM ARISING OUT OF OR RELATING TO MEELA RIDES, ANY RIDE, ANY TNC, OR ANY DESIGNATED DRIVER. OUR ROLE IN MEELA RIDES IS LIMITED TO ARRANGING RIDES AS YOUR AGENT AS DESCRIBED IN SECTION 1.5, AND THE LIMITATIONS IN THIS SECTION APPLY IN FULL TO ANY RIDE-RELATED CLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW.
8.2 Cap on Liability. THE COMPANY PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) $100; OR (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR (ii) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. FOR THE AVOIDANCE OF DOUBT, NO TNC AND NO DESIGNATED DRIVER IS A COMPANY PARTY, AND NOTHING IN THIS SECTION ASSUMES LIABILITY FOR THE ACTS OR OMISSIONS OF ANY TNC OR DESIGNATED DRIVER. THE FOREGOING EXCEPTIONS APPLY ONLY TO THE MEELA COMPANION SERVICE AND DO NOT APPLY TO ANY CLAIM ARISING OUT OF OR RELATING TO MEELA RIDES, ANY RIDE, ANY TNC, OR ANY DESIGNATED DRIVER. OUR ROLE IN MEELA RIDES IS LIMITED TO ARRANGING RIDES AS YOUR AGENT AS DESCRIBED IN SECTION 1.5, AND THE CAP IN THIS SECTION APPLIES IN FULL TO ANY RIDE-RELATED CLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW.
8.3 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE MAY NOT APPLY, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
8.4 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.
9. TERM AND TERMINATION.
9.1 Term. The Agreement commences when you accept it and remains in full force while you use the Services, unless terminated earlier in accordance with the Agreement.
9.2 Termination by Company. If you have breached any provision of the Agreement, or if Company is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), Company has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Company’s sole discretion and that Company shall not be liable to you or any third party for any termination of your use of the Services. For Meela Companion, if your access is provided through a Care Entity and the applicable Customer Agreement is terminated or expires, your access to Meela Companion will terminate automatically.
9.3 Termination by You. If you want to terminate this Agreement, you may do so by deleting your Account. Upon deletion of your Account, your Subscription will be cancelled as of the date of Account deletion and you will not be entitled to a refund of any Fees paid, except as set forth in Section 5.4(e) with respect to Meela Rides. If you delete your Account, all of Your Content, including your preferences, memories, and Conversations, will be permanently erased and cannot be recovered. Company reserves the right to retain de-identified or aggregated data based upon or derived from Your Content or Conversations, and any resulting insights, which are owned and retained by Company.
9.4 Effect of Termination. Upon termination or expiration of this Agreement for any reason, all licenses granted hereunder will immediately terminate, and termination may involve deletion of Your Content from our live databases without liability to Company. Amounts owed by you at the time of termination, including unpaid TNC Charges and Service Fees, survive termination and remain due and payable. All provisions of the Agreement which by their nature should survive shall survive, including ownership provisions, licenses to Your Content, warranty disclaimers, indemnification, release, governing law, venue, and limitation of liability.
10. ARBITRATION AGREEMENT. Please read this section (the “Arbitration Agreement”) carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
10.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Company agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and Company may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Company may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.
10.2 Informal Dispute Resolution. There might be instances when a Dispute arises between you and Company. If that occurs, Company is committed to working with you to reach a reasonable resolution. You and Company agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and Company therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Company should be sent by email to support@meela.ai. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
10.3 Waiver of Jury Trial. YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Company are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 10.1. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
10.4 Waiver of Class and Other Non-Individualized Relief. YOU AND COMPANY AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 10.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, 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 the party’s individual claim. Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Company agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Company from participating in a class-wide settlement of claims.
10.5 Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Company agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”) containing the information described in the AAA Rules and this Arbitration Agreement, including a statement of the legal claims and factual bases, a description of the remedy sought and a good-faith calculation of the amount in controversy, certification of completion of the Informal Dispute Resolution process, and evidence of payment of filing fees; counsel for a represented party must sign the Request and thereby make the certifications set forth in the published version of this Section. Unless you and Company otherwise agree, or Batch Arbitration is triggered, the arbitration will be conducted in the county where you reside. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules. All materials and documents exchanged during the arbitration proceedings shall be kept confidential except as shared with the parties’ attorneys, accountants, or business advisors under a like duty of confidentiality.
10.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if Batch Arbitration is triggered, the AAA will appoint the arbitrator for each batch.
10.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including disputes about the interpretation, applicability, enforceability, revocability, scope, or validity of this Arbitration Agreement, except that the following shall be decided only by a court of competent jurisdiction and not by an arbitrator: (1) all Disputes arising out of or relating to Section 10.4, including any claim that all or part of Section 10.4 is unenforceable, illegal, void or voidable, or has been breached; (2) except as expressly contemplated in Section 10.9, all Disputes about the payment of arbitration fees; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration; and (4) all Disputes about which version of the Arbitration Agreement applies. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 10.9. The arbitrator may grant dispositive motions and shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
10.8 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Company need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing the order. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
10.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Company agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Company by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus a final batch of any remainder); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator (“Administrative Arbitrator”) to determine the applicability of the Batch Arbitration process; the Administrative Arbitrator’s fees shall be paid by Company. You and Company agree to cooperate in good faith with the AAA to implement the Batch Arbitration process, including the payment of single filing and administrative fees for batches of Requests and steps to minimize the time and costs of arbitration. This provision shall in no way be interpreted as authorizing a class, collective, and/or mass arbitration or action of any kind, except as expressly set forth in this provision.
10.10 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to support@meela.ai within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out, all other parts of this Agreement will continue to apply to you. Opting out has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
10.11 Invalidity, Expiration. Except as provided in Section 10.4, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Company as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or within the shorter period set forth in Section 11.14 (Time limitation on claims) where enforceable, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
10.12 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Company makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change becoming effective by writing to Company at support@meela.ai, your continued use of the Service constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out if you have previously agreed to a version of this Agreement and did not validly opt out. If you reject any change, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes) remain in full force and effect. Company will continue to honor any valid opt outs made to a prior version of this Agreement.
11. GENERAL PROVISIONS.
11.1 Modifications to the Agreement. Company may modify the terms of this Agreement at any time in its sole discretion. When changes are made, Company will make a new copy of the Agreement on the Website and update the “Last Updated” date. Any changes will be effective immediately for new users and thirty (30) days after posting notice of such changes for existing users. Company may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving notice, you may stop using the Services and terminate this Agreement in accordance with Section 9.3. Otherwise, your continued use of the Services constitutes your acceptance of such change(s).
11.2 Assignment. You may not assign this Agreement without Company’s prior written consent, and any attempted assignment in violation of the foregoing will be null and void. Company may assign, transfer or delegate its rights and obligations without your consent.
11.3 Force Majeure. Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
11.4 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at support@meela.ai. We will do our best to address your concerns.
11.5 Governing Law; Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Company agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Delaware. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
11.6 Notice. You are responsible for providing Company with your most current e-mail address; Company’s dispatch of an e-mail to the last address you provided constitutes effective notice even if that address is not valid or capable of delivery. Company may also provide notices to you by text message sent to a telephone number registered to your Account, or by voice during a call with Meela or our support team, and any such notice will constitute effective notice when sent or communicated. You may give notice to Company at support@meela.ai or via mail to Meela, Inc., Attn: Legal, 169 Madison Ave, STE 15551, New York, NY 10016.
11.7 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
11.8 Severability. If any portion of this Agreement is held invalid or unenforceable, the remaining portions shall remain in full force and effect.
11.9 Privacy. Our collection and use of personal information in connection with the Services is described in the Meela Privacy Policy, available at www.meela.ai/privacy-policy, which is incorporated into this Agreement by reference. Where a Service involves a third-party provider, that provider may process your information under its own privacy policy.
11.10 Supplemental and Regional Terms. Certain Services, or certain regions, may be subject to additional or region-specific terms we disclose in connection with the Service, including the Referral Program Terms, our cancellation and no-show policy, and our text messaging terms. Supplemental terms are part of this Agreement for the applicable Service and prevail over the rest of this Agreement to the extent of any conflict for that Service.
11.11 Relationship of the Parties. No joint venture, partnership, employment, or general agency relationship exists between you, Company, or any TNC or other third-party provider as a result of this Agreement or your use of the Services, except the limited agency you expressly authorize us to undertake in arranging a ride or other Service on your behalf.
11.12 No third-party beneficiaries. This Agreement is for the sole benefit of you and Company. Nothing in this Agreement, express or implied, is intended to or shall confer any rights or remedies on any other person or entity, except that the Company Parties are intended third-party beneficiaries of, and may enforce, Section 6 (Indemnification), Section 6A (Release), Section 7 (Disclaimer of Warranties and Conditions), and Section 8 (Limitation of Liability).
11.13 Notice to California residents. Under California Civil Code Section 1789.3, California users of the Services are entitled to the following consumer rights notice: the Services are provided by Meela, Inc., 169 Madison Ave, STE 15551, New York, NY 10016. If you have a question or complaint regarding the Services, please contact us at support@meela.ai. California residents may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.
11.14 Time limitation on claims. To the fullest extent permitted by applicable law, any claim or cause of action arising out of or related to this Agreement or the Services must be commenced within one (1) year after the claim or cause of action accrues, or such claim or cause of action is permanently barred.
11.15 Entire Agreement. The Agreement (together with any supplemental terms described in Section 11.10) is the final, complete and exclusive agreement of the parties with respect to its subject matter and supersedes all prior discussions. If your access to Meela Companion is provided through a Care Entity, then as between Company and that Care Entity, the applicable Customer Agreement governs in the event of any conflict with this Agreement; as between you and Company, this Agreement governs.