Terms and Conditions of Use

Agreement to Terms of Use

These Terms and Conditions of Use (the "Terms") apply to the website at www.Carmellimo.com, www.Limodesk.com, all associated sites operated by Baron T, Ltd. and its subsidiaries, representatives, affiliates, officers, and directors ("Carmel") (collectively, the "Site"), to the Carmel customer applications, and to all reservations and trips booked through any of these channels or by phone with Carmel, including charges applied to these trips before, during, and after the performance of the trip.

IMPORTANT: PLEASE BE ADVISED THAT BY AGREEING TO THESE TERMS YOU ARE AWARE THAT YOU ARE ALSO SPECIFICALLY AGREEING TO THE ARBITRATION AGREEMENT [Section 23], THE LIMITATION OF SERVICE LIABILITY [Section 26], THE DISCLAIMERS; LIMITATION OF LIABILITY [Section 27], THE INDEMNITY [Section 28], and THE GOVERNING LAW; DISPUTE RESOLUTION [Section 30] OF THE TERMS.

Carmel reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use at any time. It is your responsibility to check these Terms of Use periodically for changes . For material changes to these Terms of Use, Carmel will provide at least thirty (30) days’ advance notice by email to the address associated with your account. Your continued use of the Site following the posting of the revised Terms of Use will mean that you accept and agree to the revised Terms of Use . As long as you comply with these Terms of Use, Carmel grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site. BY USING THE SITE OR BOOKING A TRIP WITH CARMEL, YOU AGREE THAT THE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND CARMEL GOVERNING YOUR USE OF CARMEL’S SERVICES . IF YOU DO NOT AGREE, DO NOT USE THE SITE OR BOOK A TRIP

Section 1: Ownership of Site

The Site is the property of Carmel. Any rights not expressly granted in these Terms of Use are reserved for Carmel. Carmel reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Section 2: Carmel's Role

Carmel operates as a dispatch base. Carmel takes reservations and dispatches trips to Independent Operators (IO). The vehicle and chauffeur performing your trip are operated by an affiliated independent operator or by an affiliated dispatch network arranged by Carmel. Your engagement with Carmel is only for its dispatch services (“Services”). The vehicle is provided by the IO, and the chauffeur services are performed by the IO’s dispatched for your trip. YOU ACKNOWLEDGE THAT INDEPENDENT OPERATORS ARE NOT OSTENSIBLE AGENTS, APPARENT AGENTS, ACTUAL AGENTS, OR EMPLOYEES OF CARMEL. CARMEL IS NOT A COMMON CARRIER OR MOTOR CARRIER AND DOES NOT TRANSPORT PASSENGERS OR GOODS. Carmel does not guarantee a specific operator, vehicle, or chauffeur for any trip and reserves the right, at any time before or during a trip, to change the dispatched operator, and/or substitute a vehicle within the booked class, and/or to an upgraded class. For the purpose of these Terms and Conditions, an upgraded class means a class that would have cost more for the same trip.

Section 3: Content

All materials, including images, details, data, illustrations, designs, icons, photographs, video clips, text, software, graphics, scripts, logos, and other materials that are part of this Site (collectively, the "Content") are owned exclusively (either directly or indirectly) by Carmel and/or its content providers. The Content is protected by copyrights, trademarks, service marks, trade dress and other intellectual or ownership rights owned by the Carmel and/or its content providers.

Section 4: Use of the Site

This Site and its Contents may be used solely for your own personal, non-commercial use. Any other use of the Site or the Content is strictly prohibited, including, without limitation, modification, removal, deletion, transmission, publication, distribution, uploading, posting, redistribution, re-licensing, selling, duplicating, republication or any other dissemination without the express written permission of Carmel and/or its content provider. You may not use any framing techniques to enclose any trademarks or logos of Carmel nor use any meta tags or other hidden text, or link to the Site without Carmel's prior written consent. Use of spiders, robots and similar data gathering and extraction tools along with API-level extraction is expressly prohibited.

You may view and print a copy of the Content displayed on the Site and download a copy of any Content that is designated for downloading, for your personal use only but you may not alter the Content in any way, including, without limitation, removing or modifying any copyright or other ownership notices. The rights, title and interests in and to the Content are not transferred to you by copying or downloading the material.

The information provided on this Site is free of charge and for informational purposes only and does not create a business or professional services relationship between you and Carmel.

Section 5: Estimated Pickup and Arrival Times

Pickup and arrival times communicated by Carmel, including those shown in the customer application, in confirmation messages, on the tracking page, and quoted by Carmel’s telephone operators, are reasonable-effort estimates and not guarantees. While Carmel's on-time pick-up record is phenomenal, Carmel, as a dispatch base, is not responsible for traffic, weather, road closures, security events, airport conditions, driver behavior, or other circumstances outside Carmel control that affect timing.

Section 6: Vehicle Class, Capacity, and Vehicle Images

You book a vehicle CLASS (Sedan, SUV, Minivan, Full-size Van, Sprinter, Stretch Limo, etc.). The booked attribute is the class and the passenger and luggage capacity of that class as stated by Carmel. Carmel does not guarantee a specific make, model, year, or color of vehicles. The images of vehicles shown on the Site and in the Carmel customer application are illustrative of the class and its capacity only. They are not a representation that any specific vehicle pictured will be dispatched for your trip. You agree that any vehicle of the booked class that meets the passenger and luggage capacity stated by Carmel satisfies your booking. You may not board more passengers or luggage than the booked class accommodates. If you arrive at pickup with more than the booked class allows, Carmel may, at its discretion, dispatch a larger class at the then-current rate for the larger class, charge you more if the driver decides to accommodate you legally (for example, placing luggage on the seats), treat the booking as a No-show, or decline the trip.

Section 7: Pricing and Fees

Pricing is provided as a quote at the time of booking based on the trip parameters you supply. Charges to a trip may include: (i) Base fare (point-to-point, hourly, airport, or other published structure); (ii) Tolls (per the Toll Policy below); (iii) Meet-and-greet service charge, when elected by the customer or required by the pickup location; (iv) Wait-time charge, when the customer requests the wait time at time of booking; (v) Extra-stop charge, when a stop is added to the trip at the time of booking; (vi) Gratuity, where the customer indicated the desire to pre-pay the gratuities. Charges for wait-time and extra-stops that were not part of the booking, occurring at pick-up and/or during the trip, are initiated by the chauffeur and reviewed and approved by a Carmel dispatcher before being applied. No-show fee and cancellation fee shall apply as described below. You authorize Carmel to apply all charges arising from your trip to the payment method on file for the reservation.

Section 8: Carmel Toll Policy – Charges & Refunds

For the purpose of these Terms and Conditions of Use, this toll policy means the policy that outlines the General Toll Guideline, the New York City Toll Guideline, and the Pre-Paid Toll Guideline, as described below. The General Toll Guideline, New York City Toll Guideline, and the Pre-Paid Toll Guideline shall be collectively referred to as the "Carmel Toll Policy".

Section 9: General Toll Guideline:

Section 10: New York Toll Guideline:

The unique NYC guideline described below serves as an additional guideline to the General Toll Guideline outlined above.

Section 11: Pre-Paid Toll Guideline:

If you decide to pay for the trip prior to the trip taking place ("Pre-Paid Trip") and if you select the "All-Inclusive" option, which includes pre-paying for the toll ("Pre-Paid Toll"), Carmel will only be able to charge you the estimated toll amount Carmel assumes your trip may incur. Although the estimated toll amount often matches the actual tolls incurred and due for your trip ("Final Toll Amount"), there may be instances whereas the Pre-Paid Toll and the Final Toll Amount will not match. In the event the Pre-Paid Toll and the Final Toll Amount do not match, Carmel shall do the following:

Section 12: Trip Modifications

You may request changes to a reservation (pickup or drop-off address, time, passenger or luggage count). Carmel will accommodate changes where operationally possible. Changes may result in a new fare quote, additional charges (including toll, extra-stop, or wait-time charges), or, in the case of significant changes close to the time of pick up, in the cancellation of the original reservation and a new reservation at the then-current rate.

Section 13: Cancellation of Reservations Using the Site – Charges & Refunds

For the purpose of this Terms and Conditions of Use, basic fare means the amount the reservation is based on, not including tolls, gratuities, or any other governmental fees ("Basic Fare").

If you cancel a reservation using the Site, the following terms and conditions will apply:

Section 14: No-show to a Reservation – Charges & Refunds

For the purpose of these Terms and Conditions of Use, no-show means either cancelling a reservation five (5) minutes or less before the reservation requested pick-up time, that is not done within six (6) minutes from the time the reservation was made, or not showing to a reservation within ten (10) minutes of the reservation requested pick-up time ("No-show").

In a case of a No-show as defined here, you will be charged one hundred (100) percent of the Basic Fare.

Section 15: Lost and Found

If you believe you left an item in a Carmel-dispatched vehicle, contact Carmel Customer Service as soon as possible. Carmel will, on a reasonable effort basis, assist in locating the item and arranging its return. Carmel is not responsible for items left in the vehicle and does not guarantee recovery.

Section 16: Damage to the Vehicle

If you, your guests, or your possessions cause damage to the vehicle during a trip (including but not limited to soiling requiring professional cleaning, breakage of vehicle equipment, or damage to upholstery), you authorize Carmel to charge the assessed repair or cleaning cost to the payment method on file for the trip.

Section 17: Children, Minors, and Car Seats

Passengers under the age of 15 must be accompanied by an adult (21 years or older). If a minor will be traveling without an accompanying adult, you must notify Carmel at the time of booking; Carmel and the dispatched chauffeur may decline an unaccompanied-minor trip at their discretion. You are responsible for providing and installing any child-restraint system (car seat, booster, or similar) required for a minor traveling on your reservation. Carmel-dispatched vehicles are not equipped with child-restraint systems, nor arranging for one through Carmel is permitted. CARMEL SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF LACK OF OR IMPROPER INSTALLATION OR USE OF CHILD RESTRAINT SYSTEMS FOR GUESTS ON RIDES REQUESTED THROUGH THE SERVICES FOR WHOM A CHILD RESTRAINT SYSTEM IS LEGALLY REQUIRED. Carmel's liability for claims arising from the use or non-use of a child restraint system is limited to the extent permitted by applicable law.

Section 18: Pool / Shared Trips

A pool or shared trip is a reservation in which two or more passengers, who may or may not be traveling together, share a single vehicle for portions of the route. Pickup and drop-off times for a pool trip may differ from the times that would apply if you booked a private trip on the same route. Cancellation and no-show rules for pool trips may differ from private-trip rules and are presented to you at the time of booking. Tolls and wait time will be divided by the number of passengers in the car; in the case where you are the only passenger, the entire toll charge and wait-time charge are your responsibility to pay to the driver. Extra stop(s) not included in the original booking shall be the responsibility of the passenger requesting such extra stop. You agree that the pool-trip rules presented at booking apply to that reservation.

Section 19: Customer Obligations

You agree to: (a) provide accurate booking information, including pickup address, contact phone number, passenger count, luggage count, requested pickup time, and any special instructions; (b) be present and ready at the pickup location at the requested time; (c) comply with the passenger and luggage capacity of the booked vehicle class; (d) behave in the vehicle in a manner that does not endanger the chauffeur, the vehicle, or other occupants. Smoking is not permitted in Carmel-dispatched vehicles. Carmel and the chauffeur may decline service to any passenger who behaves in a manner that is unsafe, abusive, or damaging; (e) provide a valid payment method and authorize the charges described in these Terms.

Section 20: Online Conduct

You may not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of Carmel or others.

You are prohibited from posting or transmitting to or through the Site any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful material, or any other similar material.

You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or with any other person's use of the Site. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Carmel on or through the Site or any service offered on or through the Site.

Section 21: Privacy

Carmel's Privacy Policy applies to use of this Site, and its terms are made a part of these Terms of Use by this reference. To view Carmel's Privacy Policy, click here.

Section 22: Trip Tracking and Location Data

Live vehicle tracking is offered only in markets where Carmel collects GPS data from its dispatched vehicles for dispatch operations, customer-facing trip tracking, and operational analytics. Where offered, during the active lifecycle of your trip, from pick-up to drop-off, Carmel makes the dispatched vehicle's GPS location available to you on Carmel's tracking page (ride.carmellimo.com) and in the customer application. Access is limited to the customer who booked the trip and is enabled only during the active trip. Carmel uses customer account data —contact information, payment methods, trip history, and similar — to provide the service. Carmel does not sell customer account data and shares it with third parties only to the extent necessary to perform the trip (for example, sharing the pickup and drop-off addresses with the dispatched chauffeur or operator).

Section 23: Arbitration Agreement

By agreeing to these Terms, you agree that you are required to resolve any claim and/or lawsuit that you may have against Carmel on an individual basis in binding arbitration as set forth in this Arbitration Agreement, and not as a class, collective, coordinated, consolidated, mass and/or representative action. Binding arbitration is a procedure in which a dispute is submitted to one or more arbitrators who make a binding decision on the dispute. In choosing binding arbitration, you and Carmel are opting for a private dispute resolution procedure where you agree to accept the arbitrator’s decision as final instead of going to court. You and Carmel are each waiving your right to a jury trial.

This Arbitration Agreement will preclude you from bringing any class, collective, coordinated, consolidated, mass, and/or representative action against Carmel, and also preclude you from participating in or recovering relief in any current or future class, collective, coordinated, consolidated, mass and/or representative action brought against Carmel by someone else—except as provided below in Section 23(a)(23)(c). Thus, the parties agree that the Arbitrator shall not conduct any form of class, collective, coordinated, consolidated, mass, and/or representative arbitration, nor join, coordinate, or consolidate claims of multiple individuals against Carmel in a single proceeding—except as provided below in Section 23(a)(23)(c). For the avoidance of doubt, except as provided below in Section 23(a)(23)(c), this Arbitration Agreement precludes you from bringing or participating in any kind of class, collective, coordinated, consolidated, mass, and/or representative or other kind of group, multi-plaintiff or joint action against Carmel, other than participating in a class wide, collective, coordinated, consolidated, mass, and/or representative settlement of claims.

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

(1) Covered Disputes : You and Carmel agree that any dispute, claim, lawsuit, or controversy in any way arising between you and Carmel will be settled by binding individual arbitration between you and Carmel, and not in a court of law. The only exceptions to this arbitration agreement are those expressly provided below in subsection (b). You and Carmel mutually agree to arbitrate all disputes regardless of whether the dispute, claim, lawsuit, or controversy occurred or accrued before or after the date you agreed to these Terms, and regardless of whether you allege that the dispute, claim, or injury involves harm or injury to you or anyone else. This Arbitration Agreement survives after your relationship with Carmel ends.

For the avoidance of doubt, you and Carmel mutually agree to arbitrate any disputes arising out of or relating to (i) these Terms and prior versions of these Terms, or the existence, breach, termination, enforcement, interpretation, scope, waiver, or validity thereof; (ii) your access to or use of the Services (as defined in the preamble above and in Section 2 herein) at any time, or a third party’s access or use of the Services at your invitation; (iii) incidents or accidents resulting in personal injury or death to you or anyone else that you allege occurred in connection with your use of the Services or a third party’s use of the Services at your invitation (including, but not limited to, your or a third-party’s use of Carmel’s services, regardless of whether the claim, injury, or lawsuit allegedly occurred or accrued before or after the date you agreed to these Terms, and regardless of whether you allege that the personal injury or death was experienced by you or anyone else; and (iv) your relationship with Carmel.

(2) Class Action Waiver : Any and all disputes, claims, or controversies between the parties shall be resolved only in individual arbitration. The parties expressly waive the right to have any dispute, claim, lawsuit, or controversy brought, heard, administered, resolved, or arbitrated as a class, collective, coordinated, consolidated, and/or representative action, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any class, collective, coordinated, consolidated, and/or representative action, or to award relief to anyone but the individual in arbitration. The parties also expressly waive the right to seek, recover, or obtain any non-individual relief. Notwithstanding anything else in this agreement, this Class Action Waiver does not prevent you or Carmel from participating in a class wide, collective, and/or representative settlement of claims.

The parties further agree that if for any reason a claim does not proceed in arbitration, this Class Action Waiver shall remain in effect, and a court may not preside over any action joining, coordinating, or consolidating the claims of multiple individuals against Carmel in a single proceeding, except that this Class Action Waiver shall not prevent you or Carmel from participating in a class wide, collective, and/or representative settlement of claims. If there is a final judicial determination that any portion of this Class Action Waiver is unenforceable or unlawful for any reason, (i) any class, collective, coordinated, consolidated, and/or representative claims subject to the unenforceable or unlawful portion(s) shall proceed in a court of competent jurisdiction, but any portion of any claim(s) that are subject to arbitration on an individual basis shall proceed in arbitration and the parties agree that any remaining portions of those claim(s), as well as any other non-arbitrable claim(s), shall be stayed in court pending the completion of arbitration; (ii) the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration; (iii) the unenforceable or unlawful portion(s) shall be severed from this Arbitration Agreement; and (iv) severance of the unenforceable or unlawful portion(s) shall have no impact whatsoever on the enforceability, applicability, or validity of the Arbitration Agreement or the arbitrability of any remaining claims asserted by you or Carmel. For the avoidance of doubt, the merits of a claim may be bifurcated from other portions of the claim, including remedies or requests for relief, to give maximum effect to this Arbitration Agreement and to facilitate the arbitration of any portion of any claim that may be arbitrated on an individual basis.

(3) Mass Actions :

a. Mass Action Waiver : Any and all disputes, claims, or controversies between the parties shall be resolved only in individual arbitration. The parties expressly waive the right to have any dispute, claim, lawsuit, or controversy brought, heard, administered, resolved, or arbitrated as a mass action, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any mass action or to award relief to anyone but the individual in arbitration—except as provided below in Section 23(a)(3)(c). The parties also expressly waive the right to seek, recover, or obtain any non-individual relief. The parties agree that the definition of a “Mass Action” includes, but is not limited to, instances in which you or Carmel are represented by a law firm or collection of law firms that has filed 50 or more arbitration demands of a substantially similar nature against the other party within 180 days of the arbitration demand filed on your or Carmel’s behalf. Notwithstanding anything else in this agreement, this Mass Action Waiver does not prevent you or Carmel from participating in a mass settlement of claims.

b. Dispute Procedure : Notwithstanding any provision to the contrary in the applicable arbitration provider’s rules, the arbitrator shall be empowered to determine whether the party bringing any claim has filed a Mass Action in violation of the Mass Action Waiver. Either party shall raise with the arbitrator or arbitration provider such a dispute within 15 days of its arising. If such a dispute arises before an arbitrator has been appointed, the parties agree that (i) a panel of three arbitrators shall be appointed to resolve only disputes concerning whether the party bringing any claim has filed a Mass Action in violation of the Mass Action Waiver. Each party shall select one arbitrator from the arbitration provider’s roster to serve as a neutral arbitrator, and these arbitrators shall appoint a third neutral arbitrator. If the parties’ arbitrators cannot agree on a third arbitrator, the arbitration provider will appoint the third arbitrator; (ii) Carmel shall pay any administrative fees or costs incidental to the appointment of Arbitrators under this provision, as well as any fees or costs that would not be incurred in a court proceeding, such as payment of the fees of the arbitrators, as well as room rental; (iii) the arbitrators shall issue a written decision with findings of fact and conclusions of law; and (iv) any further arbitration proceedings or assessment of arbitration-related fees shall be stayed pending the arbitrators’ resolution of the parties’ dispute. If the arbitrator or panel of arbitrators determines that any party has violated the Mass Action Waiver, the parties shall each have the opportunity to opt out of arbitration within 30 days of the arbitrator’s or panel of arbitrator’s decision. You may opt out of arbitration by providing written notice of your intention to opt out to the arbitration provider and to Carmel. Attn: Legal Department, 2642 Broadway, New York, New York 10025 via USPS Priority Mail or hand delivery. This written notice must be signed by you, and not any attorney, agent, or other representative of yours. Carmel may opt out of arbitration by sending written notice of its intention to opt out to the arbitration provider and to you or your attorney, agent, or representative if you are represented. For the avoidance of doubt, the ability to opt out of arbitration described in this Section 23(a)(3)(b) only applies if the arbitrator or panel of arbitrators determines that a party has violated the Mass Action Waiver. If the parties proceed with arbitration, the parties agree that arbitrations will be grouped as provided in Section 23(a)(3)(c) below.

c. Grouping :

i. To increase efficiency of resolution in the event a Mass Action is filed and neither party exercises its right to opt out of arbitration pursuant to Section 23(a)(3)(b) above, the following procedure shall apply. At the request of either party, an arbitrator shall be selected according to the applicable arbitration provider’s rules to act as a special master (“Special Master”) to resolve threshold disputes regarding the arbitration demands submitted in the Mass Action (“Mass Arbitration Demands”). These threshold disputes may include, but are not limited to:

1. Any dispute regarding filing fees owed with respect to the Mass Arbitration Demands, including whether claimants have submitted valid fee waivers;

2. Any dispute regarding whether the applicable arbitration provider has complied with the Arbitration Agreement with respect to processing and administering the Mass Arbitration Demands;

3. Any dispute regarding whether the Mass Arbitration Demands meet the requirements set forth in subsection 23(d) below;

4. Whether claimants are barred from proceeding with their claims based on a prior settlement agreement, violation of these Terms, or expiration of the statute of limitations;

5. Any dispute relating to representation of the same claimant by multiple law firms;

6. Any dispute regarding whether the Mass Arbitration Demands were filed with the correct arbitration provider; and

7. Any other dispute falling within the arbitration provider’s rules providing for the resolution of threshold disputes in a mass arbitration

Any such request shall be made within 15 days following the expiration of the opt-out period described in Section 23(a)(23)(b) and may be made by providing written notice to the arbitration provider. Upon the request of either party to appoint a Special Master to resolve the foregoing issues, the applicable arbitration provider shall refrain from further processing any of the Mass Arbitration Demands to which a dispute has been raised. No further payment for filing fees, administrative costs, or arbitrator fees shall be deemed due with respect to any of the Mass Arbitration Demands as to which a dispute has been raised until after the dispute(s) has/have been resolved by the Special Master. Carmel shall be responsible for the applicable arbitration provider’s and Special Master’s fees and costs related to the proceedings before the Special Master.

A Special Master appointed pursuant to this procedure shall have no authority to consolidate cases.

ii. After proceedings before the Special Master have concluded, to the extent any of the Mass Arbitration Demands are permitted to proceed, the parties shall organize the Mass Arbitration Demands into groups of no more than 100 demands per group by state of residence, and then alphabetically by last name (plus, to the extent there are less than 100 arbitration demands left over after the grouping described above, a final group consisting of the remaining demands), and shall inform the arbitration provider of the groups and their compositions within 14 days of the conclusion of proceedings before the Special Master. The arbitration provider shall assign each group of claims to a single arbitrator, with each group having one set of administrative documents, one set of administrative and filing fees per group, and one arbitration management conference per group. The parties agree to cooperate in good faith with each other and the arbitration provider to implement such a grouped approach to administration and fees. Regardless of the grouping described above, the arbitrator shall resolve all arbitrations within a group on an individual basis. Nothing in this provision shall be construed as limiting the right to object that the filing or presentation of multiple arbitration demands by or with the assistance of the same law firm or organization violates any term of this Agreement.

iii. If any Mass Arbitration Demands were originally processed as individual arbitration demands before this batching procedure was commenced, further proceedings, including the assessment of further arbitration filing or administration fees to either party shall be governed by the procedures set forth in this Section 23(a)(3).

(4) Delegation Agreement : Only an arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including without limitation any claim that all or any part of this Arbitration Agreement is void or voidable. An arbitrator shall also have exclusive authority to resolve all threshold arbitrability issues, including issues relating to whether these Terms are applicable, unconscionable, or illusory and any defense to arbitration, including without limitation waiver, delay, laches, or estoppel. However, only a court of competent jurisdiction, and not an arbitrator, shall have the exclusive authority to resolve any and all disputes concerning the Class Action Waiver and Mass Action Waiver, including, but not limited to, any claim that all or part of the Class Action Waiver and/or Mass Action Waiver is unenforceable, unconscionable, illegal, void, or voidable—except that, as stated and pursuant to the procedures provided in Section 23(a)(3)(b), an arbitrator or panel of arbitrators shall have authority to determine whether the party bringing any claim has violated the Mass Action Waiver.

(5) Application to Third Parties : This Arbitration Agreement shall be binding upon and shall include any claims brought by or against any third parties, including but not limited to your guests, spouse, domestic partner, heirs, estate, third-party beneficiaries and assigns, where their underlying claims arise out of or relate to your use of the Services or their use of the Services at your invitation. For the avoidance of doubt, third-party beneficiaries include “guest riders,” meaning individuals for whom you request a ride through the Services, whether such guest riders ride with you or without you. You acknowledge and agree that you are responsible for providing any guest rider with these Terms, including this Arbitration Agreement. To the extent that any third-party beneficiary to this agreement brings claims against the Parties, those claims shall also be subject to this Arbitration Agreement. This Arbitration Agreement also applies to any claims brought by you while you are using the Services as a guest or third-party beneficiary of another user.

(b) Exceptions to Arbitration.

Notwithstanding the foregoing, this Arbitration Agreement shall not require arbitration of the following claims: (i) individual claims brought in small claims court so long as the matter remains in such court and advances only on an individual basis; (ii) individual claims of sexual assault or sexual harassment occurring in connection with your use of the Services; and/or (iii) injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

Such claims may be brought and litigated in a court of competent jurisdiction by you on an individual basis only. On an individual basis means that you cannot bring such claims as a class, collective, coordinated, consolidated, mass, and/or representative action against Carmel. For the avoidance of doubt, this precludes you from bringing claims as or participating in any kind of any class, collective, coordinated, consolidated, mass, and/or representative or other kind of group, multi-plaintiff, or joint action against Carmel and no action brought by you may be consolidated or joined in any fashion with any other proceeding. Where your claims are brought and litigated to completion on such an individual basis in a court of competent jurisdiction, Carmel agrees to honor your election.

The parties’ agreement not to require arbitration in these limited instances does not waive the enforceability of this Arbitration Agreement as to any other provision (including, but not limited to, the waivers provided for in Section 23(a), which will continue to apply in court as well as in arbitration), or the enforceability of this Arbitration Agreement as to any other lawsuit, controversy, claim, or dispute.

(c) Rules and Governing Law.

For all disputes, the parties shall be required to meet and confer to select a neutral arbitration provider. Such an arbitration provider shall have operations in the state in which the dispute arises. If the parties are unable to mutually agree upon an arbitration provider, then either party may invoke 9 U.S.C. § 5 to request that a court of competent jurisdiction appoint an arbitration provider with operations in the state in which the dispute arises. Any arbitration provider appointed by a court under 9 U.S.C. § 5 shall conduct arbitration in accordance with this Section 23 solely on an individualized basis. Once the parties mutually agree upon a neutral arbitration provider, or an arbitrator provider is appointed under 9 U.S.C. § 5, the ensuing arbitration shall commence pursuant to the rules of the designated arbitration provider, except as designated herein. Once an arbitration provider is agreed upon or appointed, an Arbitrator shall be appointed. The Arbitrator will be either (1) a retired judge or (2) an attorney licensed to practice law in the state where the arbitration is conducted with experience in the law underlying the dispute. The Arbitrator will be selected by the parties from the applicable arbitration provider’s roster of arbitrators. If the parties are unable to agree upon an Arbitrator after a good faith meet and confer effort, then the applicable arbitration provider will appoint the Arbitrator in accordance with its rules and subject to any applicable disclosure and disqualification procedures available under applicable law.

Notwithstanding any choice of law or other provision in these Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1, et seq . (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties to be bound by the provisions of the FAA for all purposes, including, but not limited to, interpretation, implementation, enforcement, and administration of this Arbitration Agreement, and that the FAA and the applicable arbitration provider’s rules shall preempt all state laws to the fullest extent permitted by law. All statutes of limitations that would otherwise be applicable will apply to any arbitration proceeding. If the FAA and applicable arbitration provider’s rules are found to not apply to any issue regarding the interpretation or enforcement of this Arbitration Agreement, then that issue shall be resolved under the laws of the state where you reside when you accept these Terms, without regard to choice or conflict of laws principles.

Any dispute, claim, lawsuit, or controversy arising out of or relating to incidents or accidents resulting in personal injury (including but not limited to sexual assault or harassment claims) or death that you allege occurred in connection with your use of the Services, whether before or after the date you agreed to the Terms, shall be governed by and construed in accordance with the laws of the state in which the incident or accident occurred, without regard to choice or conflict of laws principles.

(d) Process.

Pre-Arbitration Dispute Resolution and Notification. The parties agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. The parties therefore agree that, before either party demands arbitration against the other, you and Carmel will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this Arbitration Agreement. Multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference. Unless the parties agree otherwise in writing, if either party is represented by counsel, that party’s counsel may participate in the conference, but the party must also appear at and fully participate in the conference. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Carmel that you intend to initiate an informal dispute resolution conference, write to Carmel Attn: Legal Department, 2642 Broadway, New York, New York 10025, providing your name, the telephone number(s) associated with your Carmel account (if any), the email address(es) associated with your Carmel account, and a description of your claim. If Carmel intends to initiate an informal dispute resolution conference, it will send notice, including a description of its claim, to you via electronic email to the email address associated with your Carmel account. Engaging in an informal dispute resolution conference is a condition precedent that must be fulfilled before commencing arbitration, and the Arbitrator shall dismiss any arbitration demand filed before completion of an informal dispute resolution conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

Initiating Arbitration. In order to initiate arbitration following the conclusion of the informal dispute resolution process required by this Section, a party must provide the other party with a written demand for arbitration and file the demand with the applicable arbitration provider, as determined by Section 23(c). A party initiating an arbitration against Carmel must send the written demand for arbitration to Carmel Attn: Legal Department, 2642 Broadway, New York, New York 10025, or serve the Demand on Carmel’s registered agent for service of process, c/o Carmel (the name and current contact information for the registered agent in each state are available online here). Additionally, a party initiating arbitration against Carmel must send an electronic version of the demand for arbitration to the Arbitration Provider, and must send an electronic version of the as-filed demand to Carmel. If Carmel initiates arbitration against you, it must send the written demand for arbitration to you via electronic email to the email address associated with your Carmel account.

By signing the demand for arbitration, you agree to take reasonable steps to ensure that counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that (i) the demand for arbitration is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The Arbitrator shall be authorized to afford any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or any applicable state law for either party’s violation of this requirement.

(e) Location.

Unless you and Carmel otherwise agree, if you reside in the United States, the arbitration will be conducted in the county, city, and State of New York. If you do not reside in the United States, the arbitration will be conducted in the county where the dispute arises. Your right to a hearing will be determined by the applicable arbitration provider’s rules. Subject to the applicable arbitration provider’s rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

(f) Offers of Judgment.

At least 10 days before the date set for the arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer is accepted, the offer with proof of acceptance shall be submitted to the arbitrator, who shall enter judgment accordingly. If the offer is not accepted prior to the arbitration hearing or within 30 days after it is made, whichever occurs first, it shall be deemed withdrawn, and cannot be given in evidence upon the arbitration. If an offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover their post-offer costs and shall pay the offering party’s costs from the time of the offer notwithstanding the withdrawal of the offer.

(g) Arbitrator’s Decision.

The Arbitrator will render an award within the time frame specified in the applicable arbitration provider’s rules. Judgment on the arbitration award may be entered in any court of competent jurisdiction. Except as to claims for public injunctive relief where required by law, the Arbitrator may award declaratory or injunctive relief only in favor of a party and only to the extent necessary to provide relief warranted by the party’s individual claim. An Arbitrator’s decision shall be final and binding on all parties.

The Arbitrator is not bound by decisions reached in separate arbitrations, and the Arbitrator’s decision shall be binding only upon the parties to the arbitration that are the subject of the decision.

The Arbitrator may award reasonable costs incurred in the arbitration to the prevailing party in accordance with the law(s) of the state in which arbitration is held.

(h) Fees.

With the exception of the provisions governing payment of arbitration costs set forth above, your responsibility to pay any filing, administrative, and arbitrator fees will be solely as set forth in the applicable arbitration provider’s rules and shall be up to the amount you would be required to pay if you filed a claim in court.

Any and all disputes regarding a party’s obligation to pay any arbitration fees or costs that arise after an arbitrator is appointed shall be determined solely by the arbitrator. If such a dispute arises before an arbitrator has been appointed, and if no Special Master has been requested by either party pursuant to Section 23(a)(3)(c)(i) of these Terms, the parties agree that (i) the due date for any disputed fees shall be stayed pending resolution of the parties’ dispute, (ii) a panel of three arbitrators shall be appointed to resolve the parties’ dispute concerning a party’s obligation to pay fees or costs of arbitration, (iii) the panel of arbitrators shall be appointed by each party selecting one arbitrator from the arbitration provider’s roster to serve as neutral arbitrators, and these arbitrators shall appoint a third neutral arbitrator. If the parties’ arbitrators cannot agree on a third arbitrator, the arbitration administrator will select the third arbitrator, (iv) Carmel shall pay any administrative fees or costs incidental to the appointment of a panel of arbitrators under this provision, as well as any fees or costs that would not be incurred in a court proceeding, such as payment of the fees of the arbitrator(s), as well as room rental, and (v) the arbitrator(s) shall issue a written decision with findings of fact and conclusions of law. If two or more fee disputes between a claimant and Carmel arise at or around the same time, the disputes may be consolidated for resolution by a single arbitrator or panel of arbitrators either at the agreement of the parties or the election of the party common to all such disputes.

(i) Severability and Survival.

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (i) the unenforceable or unlawful provision shall be severed from these Terms; (ii) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, but any portion of any claim(s) that are subject to arbitration on an individual basis shall proceed in arbitration and the parties agree that any remaining portions of those claim(s), as well as any other non-arbitrable claim(s), shall be stayed in court pending the completion of arbitration. For the avoidance of doubt, the merits of a claim may be bifurcated from other portions of the claim, including remedies or requests for relief, to give maximum effect to this Arbitration Agreement and to facilitate the arbitration of any portion of any claim that may be arbitrated on an individual basis.

(j) Stay of Litigation Pending Appeal.

The parties agree that, in the event of any appeal from a court’s denial of a motion to compel arbitration under the Arbitration Agreement, all litigation of the claims at issue in the appeal will be stayed pending resolution of the appeal. The parties agree that such a stay avoids prejudice to both parties arising from the unnecessary and duplicative expenditure of resources in litigating claims that may be sent to arbitration.

Section 24: Communications and Notifications

By providing a phone number or email address through any channel when making a booking, by installing the Carmel customer application, or by using Carmel sites, you agree to receive operational notifications related to your reservations and trips, including booking confirmations, status updates, chauffeur-assigned notifications, vehicle-arrival notifications, receipts, and similar trip-related communications. Standard message and data rates from your carrier may apply. Marketing or promotional communications are separately opt-in and may be opted out at any time using the unsubscribe mechanism in each such message.

Section 25: Links to Other Sites and to Carmel's Site

This Site may contain links to other independent third-party Web sites ("Linked Sites"). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under Carmel's control, and Carmel is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites.

Section 26: Limitation of Service Liability (Trips)

Carmel's role is to dispatch and coordinate the trip. FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH A TRIP — INCLUDING BUT NOT LIMITED TO DELAYED PICKUP, MISSED FLIGHT, MISSED CONNECTION, MISSED MEETING OR APPOINTMENT, OR ANY OTHER INDIRECT OR CONSEQUENTIAL LOSS — CARMEL'S TOTAL LIABILITY IS CAPPED AT THE AMOUNT PAID FOR THAT TRIP. This cap applies regardless of the form of action and regardless of whether the trip was performed by an affiliated independent operator, or by an affiliated dispatch network engaged by Carmel. Carmel is not responsible for events outside its control, including traffic, weather, road closures, airport conditions, flight delays, security events, civil disturbances, acts of any government, or the actions of any third party.

Section 27: Disclaimers; Limitation of Liability

CARMEL DOES NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE AND ITS CONTENT ARE DELIVERED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. CARMEL CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. CARMEL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CARMEL DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST CARMEL FOR YOUR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAWS, IN NO EVENT WILL CARMEL BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, COMPENSATORY, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY KIND WHATSOEVER, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, BUSINESS INTERRUPTION, OR LOSS OF PROGRAMS OR DATA, ARISING OUT OF OR IN CONNECTION WITH THIS SITE OR ANY LINKED SITES, OR ANY COPYING, DISPLAY OR USE THEREOF, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, EVEN IF CARMEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM ANY MISTAKE, OMISSION, VIRUS, DELAY OR INTERRUPTION IN OPERATION OR SERVICE REGARDLESS OF THE REASON.

Section 28: Indemnity

You agree to indemnify and hold Carmel, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any and all demands, losses, liabilities, claims or expenses (including attorneys' fees and court costs), arising from or relating to your use of the Site.

Section 29: Violations of these Terms of Use

Carmel may disclose any information it has about you if Carmel determines that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Carmel's rights or property, or the rights or property of users of the Site. You acknowledge and agree that any violation by you of these Terms of Use shall cause irreparable harm to Carmel for which monetary damages would be inadequate. You consent to Carmel obtaining any injunctive or equitable relief that Carmel deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Carmel may have at law or in equity, including but not limited to the right to block access from a particular IP address.

If Carmel does take any legal action against you as a result of your violation of these Terms of Use, Carmel will be entitled to recover from you, and you agree to pay, all reasonable attorneys' fees and courts costs arising from such action, in addition to any other relief granted to Carmel.

Section 30: One-Year Contractual Limitation Period

Any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose, regardless of any statute of limitations to the contrary, or be permanently barred. This limitation does not apply to claims that the applicable law does not permit to be shortened by contract.

Section 31: Force Majeure

Carmel shall not be liable for any delay or failure in performance resulting from causes beyond Carmel's reasonable control, including but not limited to acts of God, pandemic, government action, natural disaster, cyberattack, or failure of third-party infrastructure. In such events, Carmel will make reasonable efforts to notify affected customers and provide applicable refunds consistent with these Terms.

Section 32: Governing Law

You agree that all matters relating to your access to or use of the Site, including all disputes, will be governed by the laws of the State of New York without regard to its conflicts of laws provisions.

Section 33: Void Where Prohibited

You are responsible for complying with the laws of the jurisdiction from which you are accessing this Site, and you agree that you will not access or use the information on this Site in violation of such laws.

Section 34: Severability Provision

If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification or deletion of a provision shall not affect the validity and enforceability of the remaining provisions of these Terms and Conditions, which shall continue in full force and effect.

The parties agree that if any court or arbitrator of competent jurisdiction finds a provision of these Terms and Conditions to be invalid or unenforceable, such court or arbitrator is authorized and instructed to modify such provision to the minimum extent necessary to make it enforceable, consistent with the parties' original intent as expressed herein.

Section 35: Miscellaneous

You may not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Site, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.

If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use so that these Terms of Use shall remain in full force and effect. These Terms of Use constitute the entire understanding agreement between you and Carmel with regard to your use of the Site, and shall supersede any and all prior and contemporaneous written or oral understandings or agreements with respect thereto. Carmel's failure to enforce any rights under these Terms of Use shall not constitute a waiver of any such term or condition.

Section 36: Feedback and Contact

All questions and/or feedback relating to this Site should be sent to https://www.carmellimo.com/ContactUs.shtml. Any feedback you provide at this Site shall be deemed to be non-confidential. Carmel shall be free to use such information on an unrestricted basis.

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