Table of Contents
Wash MCW
By clicking “Submit”, you agree to the Wash MCW Terms of Use and acknowledge that you have read and understood our Privacy Policy.
Wash MCW Terms of Use
Fees Table
| Business Monthly Subscription Tiers (the “MCW Fees”)(for MCWs offering services through the Wash App) | |
| Free | $0 |
| Basic | $20 |
| Advanced | $40 |
| Pro | $50 |
1. Agreement to Terms and Conditions.
1.a. Agreement to terms and conditions.
By:
1.a.i. accepting an Wash from a Customer (a “Wash”) through any of the Wash Platforms;
1.a.ii. clicking to agree to this Agreement on a website; or
1.a.iii. signing an agreement that includes, links to, or incorporates this Agreement,
the Mobile Car Washer (“MCW”) accepts and agrees to this Agreement.
1.b. Authority to bind MCW.
The individual that accepts and agrees to this Agreement, by doing so, represents and warrants that they have the authority and capacity to accept and agree to this Agreement on behalf of, and legally bind, the MCW, and its applicable legal entity(ies).
1.c. Acceptance of arbitration.
The “Disputes” section of this Agreement contains provisions which will govern any Claims that the parties may have against each other, including a mandatory arbitration provision.
2. Services.
2.b. MCW Managed Services.
The MCW may sell services via the Wash Platform (the “Services”), subject to the terms of this section.
2.b.i. Provision of mobile car detailing services. The MCW agrees that:
2.b.i.A. the MCW will be solely responsible for determining the most effective, efficient and safe manner to perform each instance of the services;
2.b.i.A. Wash will provide a list of default mobile car wash services that the MCW may make available to Customers (the “Default Services”) and
2.b.i.B. the MCW will provide all necessary equipment, tools and other materials, at MCW’s own expense, necessary to perform services.
It is recommended that:
2.b.i.C. the MCW provides detailed instructions for pickup and drop-off (e.g., the location where the services will be performed).
For clarity, the MCW must not use the platforms, technological systems, APIs, or other services of Wash Competitors to procure staff to provide car detailing services on the MCW’s behalf pursuant to this Agreement.
The MCW will not, and will ensure that its employees, personnel, affiliates, subcontractors, representatives and agents (“Personnel”), do not use any Customer Personal Information received from Wash in relation to providing the services for any reason other than for the purposes of fulfilling services for that Customer’s particular Wash. The MCW will not retain Customer Personal Information or any of the Customer’s Personal Information for longer than it takes to fulfill the services for that Customer’s particular Wash.
2.b.ii. MCW relationship with Customers. Wash and its Affiliates are not responsible or liable for the actions or inactions of a Customer in relation to any of the MCW’s activities or any Personnel. The MCW agrees that each Personnel will have the sole responsibility for any obligations or liabilities to the MCW, Customers or other third parties that arise from or relate to the MCW’s or its Personnel’s provision of services. The MCW agrees that the MCW and its Personnel are each solely responsible for:
2.b.ii.A. any liability arising from or relating to a Customer or any other third-party in connection with the services; and
2.b.ii.B. taking such precautions as may be reasonable and proper, including, without limitation, maintaining insurance in accordance with applicable Laws and conducting thorough background check investigations in connection with the services.
Wash may request the contact and/or insurance information of MCW and/or Personnel member to a Customer upon such Customer’s reasonable request (e.g., in connection with an accident). The MCW will provide evidence of such precautions upon Wash’s request.
2.b.iv. Personnel Personal Information. To the extent that the MCW shares its Personnel’s Personal Information, including its Personnel’s geolocation data with Wash, the MCW represents and warrants that it has provided appropriate notices to, and collected all legally required consents from, the Personnel to lawfully share their Personal Information with Wash and to allow Wash to lawfully share it with Customers for the purpose of facilitating the services.
2.b.v. Documentation. To the extent required by applicable Laws, the MCW must retain all copies of any Required Licenses prior to the MCW’s and the applicable Personnel provision of any services.
2.b.vi. MCW’s relationship with Personnel. The MCW will have the sole responsibility for any obligations or liabilities to Personnel that arise from or relate to the MCW’s relationship with Personnel (including in connection with the provision of services). The MCW agrees that the MCW exercises sole control over the Personnel and will comply with:
2.b.vi.A. all applicable Laws (including tax, gratuity, social security and employment Laws) and regulations applicable to the MCW’s relationship with Personnel; and
2.b.vi.B. industry best practice in respect of working conditions and compensation for Personnel, including the distribution of any gratuities.
The MCW agrees that the MCW is at all times responsible and liable for the acts and omissions of Personnel relating to Customers and Wash, including if such liability may not be mandated under applicable Laws. The MCW acknowledges and agrees that the MCW is required to:
2.b.vi.C. if applicable, complete all tax registration obligations and calculate and remit all tax liabilities related to the provision of services and receipt of Wash as required by applicable Laws; and
2.b.vi.D. provide Wash with all relevant tax information.
The MCW further acknowledges and agrees that the MCW is responsible for taxes on their own receipts arising from the performance of services.
2.b.vii. Personnel requirements. The MCW agrees that all Personnel will, at all times hold and maintain:
2.b.vii.A. a valid applicable Required License with the appropriate level of certification to perform the services; and
2.b.vii.B. all Required Licenses applicable to the MCW and/or Personnel that are necessary to provide services to customers and third parties.
The MCW agrees to undertake background and driving record checks on Personnel before they can provide services on the MCW’s behalf and from time to time thereafter. The MCW agrees that Wash reserves the right, at any time in Wash’s sole discretion, to restrict the MCW or Personnel from accessing or using the Wash Platform if the MCW or such Personnel fails to meet any applicable requirements.
2.g. Gratuities.
For services provided through the Wash Platform, unless otherwise agreed in writing between Wash and the MCW, the MCW agrees to allow Customers to provide gratuities through the Apps. Wash must remit to the MCW the full value of any gratuities provided by Customers. It is the MCW’s sole responsibility to comply with all applicable Laws (including tax, gratuity, social security and employment Laws where applicable) regarding the distribution of any gratuities.
2.h. Required Licenses.
The MCW must hold and maintain any and all Required Licenses. Upon Wash’s request, the MCW must provide copies of applicable Required Licenses to Wash. The MCW will immediately notify Wash of any change, expiration, revocation, renewal, or termination of any applicable Required Licenses and will, upon Wash’s request, provide copies of any new applicable Required Licenses to Wash. Failure to comply with the MCW’s obligations in this section may result, at the sole discretion of Wash, in the suspension and/or removal of the MCW from the Wash Platforms.
2.i. Role of the parties.
Wash does not hold a Required License for the services, including mobile car detailing services, and only facilitates the promotion and/or marketing of MCWs, and the promotion, marketing, and/or sale of services by third parties via the Wash Platforms. The MCW, in its sole discretion, sets the price of Default Services. The MCW may not offer additional services without Wash’s prior written consent (the “Additional Services”). The MCW enters into contracts with Customers for the provision of services via the Wash Platforms.
3. Fees.
3.k. Customer fees.
Wash may charge Customers fees that are retained by Wash, at Wash’s sole discretion, including but not limited to subscription fees and service fees (which are distinct from the MCW Fees).
3.l. System implementation.
If this Agreement requires Wash to update its internal technology, accounting, or other systems, such updates may not occur immediately from the Effective Date. Instead, Wash may implement such updates within a reasonable period of the Effective Date and they will take effect from the date that the technology, accounting, or other system is updated rather than the Effective Date.
3.n. Payment compliance.
Wash may request information from the MCW to confirm the MCW’s identity as may be necessary under any applicable Laws before remitting any amounts to the MCW, e.g., the MCW’s tax identification number. Wash may adjust, cancel, or withhold amounts owed to the MCW if:
3.n.i. the MCW fails to provide tax or employer identification information to Wash; and/or
3.n.ii. there is a legal or regulatory risk or potential breach of law or regulation associated with such remittance to the MCW, including, but not limited to, in the event of fraud or misconduct.
The MCW agrees that Wash may describe or otherwise reflect the terms of this section, and any related portions of the Agreement, in any terms of use, receipts, disclosures, or notices that may be deemed necessary or prudent.
3.o. Deductions from payments to the MCW.
Wash may deduct any amounts owed by the MCW, including amounts owed to Wash related to:
3.o.i. any breach by MCW of this Agreement or other agreement entered into by MCW in connection with the Wash Services; and
3.o.j. any other related issues within the MCW’s control.
3.q. Taxes on Fees.
All fees charged by Wash to the MCW are exclusive of applicable Sales Taxes. Where applicable, Wash will charge Sales Taxes in addition to (and may collect Sales Taxes in the same manner as) the associated fee.
4. Taxes.
4.a. MCW as retailer.
The MCW is the “MCW”, “retailer”, or “seller” of all services to be made available for sale through the Wash Platforms. The MCW is responsible for determining and setting the Price for each Default Service and for the collection and remittance of all applicable Sales Taxes, where required under applicable Laws.
4.b. Authorization to collect Sales Taxes.
The MCW authorizes Wash to collect Sales Taxes on the MCW’s behalf based on the information provided by the MCW (including, without limitation, service descriptions and Additional Information) to Wash through the Wash Platform, made publicly available by MCW, or in a manner as otherwise agreed to by the parties.
4.f. Cooperation.
The parties agree to cooperate in good faith in response to any tax authority inquiry, audit, controversy, and/or examination for purposes of substantiating and documenting Sales Taxes collected and remitted pursuant to sales under this Agreement.
5. Services.
5.a. Service availability.
The MCW must make Services available for purchase through the Wash Platforms during its normal business hours and ensure the list of available Services is accurate. The MCW authorizes Wash to display business hours for MCW’s services based on information that is made publicly available on MCW’s behalf. MCW further authorizes Wash to update MCW’s Default Service descriptions for any Default Service made available on the Platforms.
5.b. Service standards and accuracy.
The MCW must:
5.b.i. Provide all Services in accordance with applicable Laws; and,
5.b.ii. Only offer the Default Services in accordance with any instructions provided by Wash unless Additional Services are approved by MCW.
5.c. Service removal.
Wash may, in its sole discretion, remove Substandard Services, Unsupported Services, Prohibited Services, and Restricted Services from the Wash Platforms.
5.d. Service pricing.
Unless prohibited by applicable Laws or the terms and conditions of this Agreement, or expressly permitted under another section of this Agreement:
5.b.i. With respect to all the services, the MCW will provide Wash with its Price for Default Services, which Wash will display as the Price shown to Customers on the Apps.
5.b.ii. Wash may consider the MCW’s Service prices when determining the MCW’s prominence and availability on the Apps.
5.b.iv. Failure to meet the requirements of this Default Service Pricing section may result, at the sole discretion of Wash, in the suspension and/or removal of the MCW from the Wash Platforms.
5.b.v. The MCW agrees that the MCW will not make an Service available on the Apps at a higher price than the amount the MCW is charging for the same or similar Services through any Wash Competitor.
9. Customer service.
The MCW is solely responsible for providing all Customer support for Services sold through the Wash Platform. The MCW will provide Wash with a customer service phone number that will be displayed to Customers in the Apps so that Customers may direct their support inquiries to the MCW. The MCW is solely responsible for resolving all complaints and issues raised for Services delivered through the Wash Platform and will accept and respond to all related customer service inquiries from Customers.
10. Ratings, Customer Feedback, and In-App Communications.
10.a. Apps’ functionality.
The MCW acknowledges and agrees that:
10.a.i. after receiving Services, a Customer may be prompted by the Apps to provide Customer Feedback; and
10.a.ii. the Apps may allow for In-App Communications.
10.b. Use of Customer Feedback and In-App Communications.
Wash reserves the right to use, share, and display Customer Feedback and In-App Communications in any manner in connection with the business of Wash without attribution or approval with the MCW.
10.c. Content restriction.
MCW agrees that Wash is an online service provider and is not a publisher of Customer Feedback or In-App Communications; nonetheless, Wash may, but will not be obligated to, review or monitor Customer Feedback or In-App Communications and may, in its sole discretion, remove, edit, or disable Customer Feedback or In-App Communications for any reason, including if Wash determines that Customer Feedback or In-App Communications violate this Agreement, the Community Guidelines, Wash’s Privacy Notice, the terms of any other agreement either located at Wash.com/legal or that the MCW may have with Wash, any user generated content or other content creation guidelines and/or policies that may be provided to the MCW by Wash from time to time, and applicable Laws. Wash does not endorse or approve any Customer Feedback or In-App Communications available on the Wash Services.
10.d. User Generated Content Terms.
All Customer Feedback and In-App Communications are subject to the User Generated Content Terms.
11. Term and termination.
11.a. Term.
This Agreement starts on the Effective Date, and continues for the Term.
11.b. Termination for convenience.
Either party may terminate the Agreement for any reason, or for no reason, by giving the other party 60 days’ prior written notice. However, the MCW acknowledges and agrees that the MCW will not be able to terminate this Agreement while a Promotion or Sponsored Listing is live.
11.c. Termination for cause.
Either party may terminate the Agreement with immediate effect by giving the other party written notice, if that other party:
11.c.i. materially breaches the terms of this Agreement;
11.c.ii. becomes insolvent or bankrupt, or makes an assignment for the benefit of creditors;
11.c.iii. is involved a Brand Matter or in any scandal or other significant negative publicity event(s), which in the terminating party’s reasonable judgment may damage the terminating party’s reputation; or
11.c.iv. in the case of the MCW, assigns or transfers, either voluntarily or by operation of law, any or all of its rights and obligations under this Agreement without having obtained Wash’s prior consent.
12. Marketing, Sponsored Listings, and Promotions.
12.f. Publicity.
Except as expressly set forth in this Agreement or otherwise agreed by the parties in writing, and except with respect to a Promotion or Sponsored Listing on the Wash Platform, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Agreement or otherwise, without the prior written consent of such other party.
13. Privacy and security.
13.a. Passwords.
The MCW is responsible for maintaining the integrity of information related to the MCW’s access and use of the Wash Platform, including any password, login or key information. The MCW represents and warrants that the MCW will not share such information with any third party.
13.b. Privacy Notice.
The terms and conditions of the Wash Privacy Notice, will apply to Wash’s collection, use and processing of Personal Information.
13.d. Wash Personal Information.
In relation to Wash Personal Information, the MCW agrees to:
13.d.i. use, disclose, store, retain or otherwise process Wash Personal Information solely for the purpose of performing its obligations under this Agreement;
13.d.ii. maintain the accuracy and integrity of any Wash Personal Information in MCW’s possession, custody or control;
13.d.iii. access Wash Personal Information solely by using the software and tools provided by Wash;
13.d.iv. implement appropriate technical and organizational measures to protect Wash Personal Information against Data Security Incidents. If MCW becomes aware of any Data Security Incident, MCW will immediately notify Wash and provide any information reasonably requested by Wash;
13.d.v. retain Wash Personal Information for only so long as necessary to perform its obligations under this Agreement, unless otherwise required under applicable laws; and
13.d.vi. comply with all applicable privacy and data protection Laws with respect to all Wash Personal Information.
13.e. Personal Information sharing required by Laws.
Where Wash is required by Laws to share certain Personal Information with the MCW (other than Wash Personal Information), Wash will share only that Personal Information with the MCW as required by the applicable Laws. If the MCW receives any Personal Information from Wash pursuant to this section, the MCW agrees to use, disclose, store, retain or otherwise process that Personal Information solely for the purposes of complying with the applicable Laws and in compliance with applicable privacy and data protection Laws.
19. Intellectual property.
19.a. Brand licensing.
Subject to this Agreement, the parties grant each other for the Term a fully paid, royalty-free, non-exclusive, non-sublicensable, revocable license to use each other’s Brands in marketing materials and in media releases. Other than as specifically set forth in this Agreement, neither party will use the other party’s Brand without the prior, express, written consent of the other party (email is sufficient). However, any use of the MCW’s Brand by Wash in connection with making Services available through the Apps in the ordinary course of business or a Promotion or Sponsored Listing will not require any such prior, express, written consent. The MCW agrees that Wash may remove the MCW’s Brand from the Apps if Wash receives notice or otherwise reasonably believes that such MCW’s Trademarks may infringe, misappropriate, or otherwise violate any intellectual property or other proprietary rights.
19.b. Brand use.
Use of Wash’s Brand must comply with Wash’s marketing guidelines. Each party’s use of the other party’s Brand or Trademarks, and all goodwill generated from that use, will inure to the benefit of the owner of the applicable Brand or Trademarks.
19.c. License to Wash Platforms.
Subject to the MCW’s compliance with the terms of this Agreement, Wash grants to the MCW, for the Term, a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and use the Wash Platforms.
19.d. Use restrictions.
In connection with the access to and use of the Wash Platforms, the MCW must not (and must not allow any third party to):
19.d.i. remove any copyright, trademark or other proprietary notices from any portion of the Wash Platforms or Wash Services;
19.d.ii. reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Wash Platforms or Wash Services except as expressly permitted by Wash;
19.d.iii. decompile, reverse engineer or attempt to discover any source code or underlying ideas or algorithms used to provide the Wash Services (except to the extent applicable Laws prohibits reverse engineering restrictions);
19.d.iv. link to, mirror or frame any portion of the Wash Services;
19.d.v. cause or launch any programs or scripts for the purpose of unduly burdening or hindering the operation and/or functionality of any aspect of the Wash Services;
19.d.vi. attempt to gain unauthorized access to or impair any aspect of the Wash Services or its related systems or networks; or
19.d.vii. possess or use, or allow the transfer, transmission, export, or re-export of any software or portion thereof in violation of any export control Laws administered by the U.S. Commerce Department, U.S. Treasury Department’s Office of Foreign Assets Control, or any other government agency. The MCW must not (and will not allow any third party to) use the Wash Platforms or any other Wash Data to directly or indirectly compete with Wash or the Wash Platforms, including, without limitation, Wash Data that the MCW receives from Wash by way of a Third Party Access Service.
19.e. Wash API ownership.
If applicable, Wash owns all right, title and interest, including without limitation all intellectual property rights and other rights, in and to:
19.e.i. the Wash Applications; and
19.e.ii. the Wash APIs.
19.f. Retention of rights.
Except as expressly set forth herein, neither party will be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights. All rights not granted are expressly reserved. As between the parties, if applicable, Wash retains all right, title and interest in and to the technology and software Wash uses to provide the Wash APIs. Similarly, as between the parties, Wash retains all right, title and interest in and to the Wash Platforms, including the technology and software Wash uses to provide them.
19.h. Feedback.
The MCW may, but is not obligated to, provide or otherwise make Feedback available to Wash. However, to the extent that the MCW provides or otherwise makes available Feedback to Wash, the MCW grants to Wash a worldwide, perpetual, irrevocable, transferable, sub-licenseable, fully paid, royalty-free license to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such Feedback in all formats and distribution channels now known or hereafter devised (including in connection with the Wash Services and Wash’s business, and on third-party sites and services), without further notice to or consent from the MCW, and without the requirement of payment to the MCW or any other person or entity. All Feedback is subject to the User Generated Content Terms.
20. MCW acknowledgements.
20.a. Lead generation, not delivery, services.
For the sake of clarity, Wash does not provide any services. Rather, Wash provides on-demand lead generation, processing, marketing, advertising and promotional services, proprietary information services, onboarding, operational and other support services that both:
20.a.i. enable the MCW to connect with Customers who may purchase Services from the MCW; and
20.a.ii. enable Delivery People to seek, receive and fulfill on-demand requests for services by or on behalf of Customers seeking services.
21. Representations and warranties.
21.a. Mutual representations, warranties, and covenants.
Each party represents and warrants that:
21.a.i. it has full power and authority to enter into this Agreement and perform its obligations hereunder;
21.a.ii. it is duly organized, validly existing and in good standing under the Laws of its origin jurisdiction;
21.a.iii. it has not entered into, and during the Term will not enter into, any agreement that would prevent it from complying with or performing its obligations under this Agreement;
21.a.iv. it will comply with all applicable Laws in its performance of this Agreement and activities hereunder (including, without limitation, all applicable consumer protection, data protection and privacy Laws); and
21.a.v. the Trademarks, content, media, and other materials (including, without limitation, MCW Marketing Materials) used, or provided by one party to the other, pursuant to this Agreement do not infringe, misappropriate, or otherwise violate any third party’s intellectual property rights, rights of publicity, or other proprietary rights.
21.b. MCW representations and warranties.
The MCW represents and warrants that:
21.b.i. the following information will be provided to Wash by the MCW, will be accurate and complete, and will remain accurate and complete at all times:
21.b.i.B. Additional Information for Services, including information transmitted through a Device, point-of-sale, or Third Party Access Service, sufficient for accurate Sales Tax calculations; and
21.b.i.C. address and operating hour information;
21.b.ii. any statements or claims contained within any MCW Marketing Materials, or any marketing or advertising by the MCW outside of the Apps where such marketing or advertising refers to Wash, are not false, misleading, or deceptive, AND are supported by sufficient prior substantiation, and comply with applicable Laws;
21.b.iii. it will comply with any applicable Laws;
21.b.iv. it will comply with all its obligations with respect to Services under this Agreement;
21.b.v. it will comply with all applicable privacy and data protection Laws with respect to all Personal Information it receives from Wash pursuant to this Agreement;
21.b.vi. it will comply with all Laws related to the sale of Services applicable to the MCW, including without limitation, all Laws related to the promotion, packaging, pricing, sale, taxation and delivery of Services;
21.b.vii. it has and will continue to have during the Term all Required Licenses, including without limitation, Required Licenses for the specific categories of Services that the MCW makes available via the Wash Platforms and/or Required Licenses to sell and deliver Services in a given state or local jurisdiction;
21.b.viii. it assumes all risks (including accuracy and reliability) associated with the MCW Marketing Materials and shall not imply in any way that Wash endorses or has verified the MCW Marketing Materials; and
21.b.viv. it assumes all risks (including accuracy and reliability) associated with any Service descriptions or Additional Information that is displayed on the Platform and shall not imply in any way that Wash is responsible for the Service descriptions or Additional Information.
21.c. Covenants.
The above representations and warranties are true as of the Effective Date and the parties represent and warrant that they will continue to be true throughout the Term.
22. Indemnification.
22.a. Mutual indemnities.
An Indemnifying Party will, at its own expense, indemnify, defend and hold harmless the Indemnified Party from and against all Claims brought against the Indemnified Party by a third party arising from or in connection with:
22.a.i. the gross negligence or willful misconduct of the Indemnifying Party, or its employees, or agents in connection with the performance of this Agreement;
22.a.ii. any breach of representations, warranties,or covenants in this Agreement by the Indemnifying Party or its employees, or agents; or
22.a.iii. any violation or claimed violation of a third party’s rights resulting in whole or in part from use of the Indemnifying Party’s Brand or Trademarks,
except to the extent that:
22.a.iv. the Claim brought against the Indemnified Party by the third party was directly caused or contributed to by the gross negligence or willful misconduct of the Indemnified Party or its employees or agents; or
22.a.v. the Indemnified Party did not use the Indemnifying Party’s Brands or Trademarks in accordance with the manner approved by the Indemnifying Party.
22.b. MCW indemnities.
The MCW will, at its own expense, indemnify, defend and hold harmless Wash from and against all Claims brought against Wash by a third party arising from or in connection with:
22.b.i. the MCW’s violation or alleged violation of applicable Laws;
22.b.ii. MCW’s loss, alteration, or misuse of Wash Personal Information, or unauthorized access to or destruction or disclosure of Wash Personal Information;
22.b.iii. MCW’s failure to provide accurate and complete descriptions or Additional Information for Services, including information transmitted through a Device, point-of-sale, or Third Party Access Service, sufficient for accurate Sales Tax calculations;
22.b.v. the MCW’s violation or alleged violation of its obligations with respect to Services under this Agreement; and
22.b.vi. any violation or claimed violation of a third party’s rights resulting in whole or in part from use of the MCW’s Marketing Materials.
22.c. Indemnification process.
The Indemnified Party will provide the Indemnifying Party with:
22.c.i. prompt written notice of such Claim;
22.c.ii. control over the defense and settlement of such Claim, provided that the Indemnifying Party must not enter into a settlement that involves a remedy other than the payment of money by the Indemnifying Party without the express written consent of the Indemnified Party, which must not be unreasonably withheld; and
22.c.iii. proper and full information and assistance to settle or defend any such Claim, at the Indemnifying Party’s expense.
23. LIMITATION OF LIABILITY.
23.a. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CLAIM FOR ANY INDIRECT, WILLFUL, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, FOR LOSS OF BUSINESS PROFITS, OR DAMAGES FOR LOSS OF BUSINESS OF MCW OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, OR LOSS OR INACCURACY OF DATA OF ANY KIND, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND
23.b. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INDEMNIFICATION OBLIGATIONS, A DATA SECURITY INCIDENT IN CONNECTION WITH Wash PERSONAL INFORMATION, A BREACH OF EXCLUSIVITY OBLIGATIONS (IF ANY), A BREACH OF CASH BONUS PROVISIONS, OR A BREACH OF CONFIDENTIALITY OBLIGATIONS EACH PARTY’S TOTAL CUMULATIVE LIABILITY OF EACH AND EVERY KIND UNDER THIS AGREEMENT WILL NOT EXCEED $10,000.
THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES WILL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
24. DISCLAIMER.
EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR ANY PORTION THEREOF, INCLUDING WITHOUT LIMITATION WARRANTIES OF DETAILLER ABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
25. Insurance.
25.a. Insurance requirements.
During the Term each party will maintain:
25.a.i. commercial general liability insurance;
25.a.ii. if required by Laws, worker’s compensation insurance; and
25.a.iii. commercial automobile liability insurance, except that this requirement to maintain commercial automobile liability insurance will only apply to the MCW when the MCW has Personnel where commercial automobile liability insurance is necessary for the Transportation Method used.
25.b. Minimum insurance limitations.
25.b.i. Commercial general liability. The commercial general liability insurance policy limits will be one million dollars ($1,000,000) per occurrence for bodily injury, death and property damage liability, and two million dollars ($2,000,000) in aggregate.
25.b.ii. Commercial automobile liability. The commercial automobile liability insurance limits will be one million dollars ($1,000,000) combined single limit for bodily injury or property damage arising out of the ownership, maintenance or use of owned, hired, and non-owned vehicles.
25.c. Minimum insurance requirements.
All policies will be written by reputable insurance companies with an AM Best’s policyholder rating of not less than A-. Such insurance will not be canceled or materially reduced without 30 days’ prior written notice to the other party.
25.d. Certificates and additional insured.
Upon a party’s request, the other party will provide evidence of the insurance required herein. Each party must include the other as an additional insured on its commercial general liability and commercial automobile liability policies.
25.e. No limitation of liability.
In no event will the limits of any policy be considered as limiting the liability of a party under this Agreement.
26. Confidentiality.
26.a. Obligation to keep Confidential Information confidential.
Each Recipient agrees that it will not disclose to any third parties other than Representatives, or use in any way other than as necessary to perform this Agreement, the Discloser’s Confidential Information.
26.b. Recipient’s responsibility for Representatives.
Recipient will cause its Representatives to comply with the terms of this Agreement and will be solely responsible for any breach of this Agreement by any of its Representatives. Each Recipient will not, and will not authorize others to, remove or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information.
26.c. Exclusions from obligations of confidentiality.
The foregoing prohibition on use and disclosure of Confidential Information will not apply to the extent:
26.c.i. the Discloser has authorized such use or disclosure; and
26.c.ii. a Recipient is required to disclose certain Confidential Information of the Discloser pursuant to any Laws, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in obtaining a protective Wash prior to making such disclosure.
26.d. Deletion of Confidential Information.
Upon expiration or termination of this Agreement and as requested by a Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form.
27. Disputes.
27.a. Scope of arbitration.
This Agreement is intended to require arbitration of every Claim or dispute that lawfully can be arbitrated, except for those Claims and disputes which by the terms of this Agreement are expressly excluded from arbitration.
27.b. Negotiation of disputes.
The parties will attempt to resolve all disputes between the parties arising out of or relating to this Agreement amicably through good faith negotiations upon the written request of any party.
27.c. Commencing arbitration.
In the event that any dispute cannot be resolved within a period of 45 days after notice of a dispute has been given, all such disputes will, at election of either party, be finally resolved by final and binding arbitration in the State of New York administered by JAMS, and in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one arbitrator with substantial experience in the technology industry selected in accordance with JAMS rules.
27.d. No class actions.
All disputes will be resolved on an individual basis and neither party has the right to arbitrate on a class action basis any dispute, controversy or Claim arising out of or relating to this Agreement, or the interpretation, enforceability, performance, breach, termination, or validity thereof, including this arbitration clause.
27.e. Arbitration costs.
The arbitrator will have the authority to allocate between the parties the costs of arbitration (including service fees, arbitrator fees, reasonable attorneys’ fees, expert witness fees and all other fees and expenses related to the arbitration) in such equitable manner as the arbitrator may determine. Judgment on the arbitrator’s award will be final and binding, and may be entered in any court having jurisdiction.
27.f. Court action.
Notwithstanding the foregoing provisions of this “disputes” section, each party may seek injunctive or other equitable relief in a court of competent jurisdiction with respect to any dispute related to the actual or threatened infringement, misappropriation of a party’s intellectual property rights or breach of confidentiality obligations.
28. Notices.
28.a. Receipt of notices.
Any and all notices permitted or required to be given under this Agreement will be sent and deemed duly given:
28.a.i. upon actual delivery, if delivery is by hand;
28.a.ii. one day after being sent by overnight courier, charges prepaid; or
28.a.iii. by electronic mail to the designated recipient.
28.b. Notices to the MCW.
The parties agree that all legal documents (including complaints and subpoenas) directed to the MCW will be served on the MCW at the details provided in the Wash Tools.
28.c. Notices to Wash.
The parties agree that all legal documents (including complaints and subpoenas) directed to Wash will be served on Wash’s registered agent for service of process, with a copy addressed to the Wash legal team.
29. Additional terms.
Additional Terms are in addition to, and will be deemed a part of, the Agreement. Additional Terms will prevail over the Agreement in the event of a conflict. Wash will use good faith efforts to provide the MCW with written notice of any material updates to the Additional Terms, and, if the MCW does not agree to comply with the terms of any such update, the MCW may, as its sole and exclusive remedy, terminate this Agreement and cease use of the Wash Platforms. By continuing to use the Wash Platform, the MCW will be deemed to accept the Additional Terms.
30. Diversity and inclusion.
The MCW will not, in its use of the Wash Platform, discriminate against any customer, employee, contractor or other person or individual on the basis of race, color, gender, pregnancy, marital status, familial status, sexual orientation, gender identity or expression, religion, ancestry, national origin, disability, or age except that programs may target beneficial services for specific participant groups, as agreed upon between Wash and the MCW. The MCW acknowledges and agrees that upon Wash’s receipt of evidence of the MCW’s discrimination under any of these categories, Wash will have the right to immediately terminate this Agreement following notice to the MCW.
31. General terms.
31.a. Amendments.
This Agreement may only be amended, modified, or updated by:
31.a.i. Wash, in its sole discretion, from time to time, effective upon posting an updated version of this Agreement, or
31.a.ii. by a written document executed by both parties, which may include electronic signatures.
The MCW is responsible for updating contact information and regularly reviewing the Agreement updates and information from Wash. Continued use of the Wash Services or Wash Platform after any such modifications or updates constitutes the MCW’s consent to such changes.
31.b. Assignment and novation.
This Agreement may not be assigned, transferred, delegated or subcontracted, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this Agreement, upon written notice to the other party:
31.b.i. to an affiliate of such party; or
31.b.ii. in connection with the sale of all or substantially all of such party’s equity, business or assets to which this Agreement relates,
provided that in the event of any such transfer by the MCW, the MCW explicitly consents that any such transferee will have access to and control of all the MCW accounts related to such transfer, including its accounts with Wash, access to historical reporting information about Services related to such transfer, and other account data relating to such transfer. If there is a change of ownership of a Location, the parties must execute a change of ownership form and the MCW acknowledges and agrees that the Location will not be able to accept or process any Customer Washs on the Wash Platforms until the change of ownership form is executed. Any purported assignment, transfer, delegation or subcontract in violation of this section will be null and void.
31.c. Counterparts.
If the MCW is agreeing to this Agreement through an Wash form or other signed instrument, such Wash form or written instrument may be executed in one or more counterparts and by exchange of electronically signed counterparts transmitted by pdf format, each of which will be deemed an original and all of which, when taken together, will constitute one and the same original instrument.
31.d. Entire agreement.
This Agreement contains the full and complete understanding and agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and agreements, whether oral or written, relating to the Agreement’s subject matter.
31.e. Force majeure.
Nonperformance by either party due to a Force Majeure Event is excused. If either party is unable to perform pursuant to this section, such party will timely deliver written notice with sufficient information detailing the nature of the applicable Force Majeure Event. Such impacted party will exercise all commercially reasonable efforts to minimize any Force Majeure Event and resume full performance as soon as reasonably practicable. If the MCW is unable to perform for more than thirty days, Wash may elect to terminate this Agreement without liability.
31.f. Governing law.
This Agreement is governed by the law of the State of New York, except that the mutual arbitration provision is governed by both the Federal Arbitration Act (9 U.S.C. §§ 1-16) and the law of the State of New York. The parties agree that all disputes outside of the arbitration provisions will be heard in federal or state courts of the State of New York.
31.g. Relationship.
The parties to this Agreement are independent contractors. The parties are not partners, agents, parties to a joint venture, nor do the parties have an employee and employer relationship. Except as set forth in this Agreement, each party is responsible for its own costs of conducting business and performing its obligations under the Agreement.
31.h. Severability.
If any provision of this Agreement is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Agreement (and each of the remaining terms and conditions) will remain in full force and effect.
31.i. Survival.
The terms and conditions of this Agreement which, by their nature, are intended to still apply, even if the Agreement is terminated, or expired, (e.g., confidentiality terms, or indemnification terms), will continue to apply even if the Agreement is terminated or expires.
31.j. Territory.
This Agreement applies in the United States of America (excluding Puerto Rico) and does not apply to the MCW’s use of the Wash Platforms outside of the United States of America.
31.k. Waiver.
No waiver by any party of any breach (whether actual or anticipated) of any of the terms, conditions, representations or warranties in this Agreement shall take effect or be binding upon that party unless the waiver is expressed in writing by an authorized representative of that party. If a party waives a breach of this Agreement by the other party, it will not by that waiver be deemed to have waived any other breaches of this or any other agreement between the parties.
32. Definitions.
Capitalized words not otherwise defined in these Agreement Terms and Conditions will have the meanings assigned to those words in the rest of this Agreement, or in any exhibits, schedules, or attachments to this document, and documents incorporated by reference or by hyperlink. If there is a conflict between these Agreement Terms and Conditions and any of the other terms and conditions of this Agreement, the Agreement Details (if applicable), and then these Agreement Terms and Conditions will control, to the extent of the conflict. Capitalized words in this Agreement otherwise have the meanings set out below:
32.a. Access Point or Access Points means the clickable user interface elements on a third party application or website through which customers can access the Wash Platform.
32.b. ACH means automated clearing house.
32.e. Additional Information means additional information pertaining to the MCW’s Location, MCW’s particular Services or particular sales of Services, which Wash may, from time to time, require MCW to provide or that Wash has received from another source where MCW has made such additional information available, for the proper determination, calculation, collection, and remittance of Sales Taxes, or to comply with other applicable Laws.
32.h. Affiliate means an entity that owns or controls, is owned or controlled by, or is under common control or ownership with a party.
32.j. Agreement means the Agreement Terms and Conditions, plus any exhibits, schedules, or attachments, documents incorporated by reference or by hyperlink, and any documents that incorporate the Agreement Terms and Conditions by reference or hyperlink, such as an Wash form or similar written instrument.
32.k. Agreement Details means the table at the beginning of a written agreement between Wash and MCW, often specifically labeled “Agreement Details.”
32.p. Apps or App(s) means the proprietary technology known as the Wash App and similar proprietary technology of Washthat enables Customers to purchase Services from the MCW and request services for said Services from MCW.
32.q. AV means, as applicable, an Automated Vehicle or an Autonomous Vehicle, each as defined below.
32.q.i. Automated Vehicle means a device or vehicle manufactured for transporting cargo and goods that is capable of being operated remotely or without a human onboard.
32.s. Bid means the maximum offer the MCW agrees to pay for a Sponsored Listing on the Wash Platforms, inclusive of the budget amounts. For clarity, the MCW is only charged the Bid amount when the Sponsored Listing is clicked.
32.t. Brand means the collection of a party’s brand identifiers which are generally used together, including but not limited to a combination of Trademarks, product photography, product lists and descriptions, slogans, and color schemes. To the extent that a party is a licensee of a third party’s Brand, that Brand is deemed to be the licensee’s Brand for the purposes of this Agreement. For clarity, a party may hold, own, or license more than one Brand.
32.u. Brand Matter means an event involving the MCW that, in Wash’s reasonable judgment, causes it or its Affiliates to have significant concern for the reputation of its respective Trademarks or Brand, including matters related to the alleged violation of any applicable retail food or other health or safety code.
32.x. Claim means taxes, losses, liabilities, damages, claims, suits, liabilities, costs and expenses including reasonable attorney’s fees and other legal costs.
32.z. Company Card means a valid credit card that may be charged for monthly billing.
32.ab. Confidential Information means any confidential, proprietary or other non-public information disclosed by one party to the other party whether disclosed verbally, in writing, in electronic form, or by inspection of tangible objects, including but not limited to any Personal Information. Confidential Information does not include information that:
32.ab.i. was previously known to the Recipient without an obligation of confidentiality;
32.ab.ii. was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or
32.ab.iii. is or becomes publicly available through no fault of the Recipient.
32.ac. Customer means an individual that purchases MCW’s Services using the Wash Platforms.
32.ad. Customer Feedback means a rating of Services and comments or feedback related to the Customer’s experience with the MCW, Personnel, or the relevant Services on the Apps.
32.ae. Customer Payments means payments from a Customer for Services that the Customer purchases from the MCW via the Wash Platforms.
32.af. Customer Transaction means the sale of one or more Services by the MCW to a Customer via the Wash Platforms.
32.ah. Data Security Incident means an actual or suspected unauthorized access to, acquisition or disclosure of Personal Information, or other actual or suspected breach of security or confidentiality with respect to Personal Information in the MCW’s or its Representatives’ control or possession.
32.al. Developer Account means an account created by the MCW completing the online sign up process available at developer.Wash.com, which, among other things, requires the MCW to agree to the Wash API Terms of Use.
32.am. Device means an electronic tablet or other electronic mobile device capable of receiving Wash information, and may also include a printer for receipts, and other associated electronic devices provided to the MCW by Wash.
32.an. Device Fee means the fee Wash charges for a Device, as set out in the Fees Table next to “Device Fee”, unless varied by agreement between the parties, which may be done through an Wash form, selection of a specific pricing package during an online sign-up process, or similar process incorporating this Agreement
32.ao. Discloser means a party that provides Confidential Information to the other party.
32.ap. Effective Date means the date that the MCW agreed to this Agreement.
32.ar. Feedback means feedback, suggestions, comments, ideas, or other concepts relating to Wash’s and its Affiliate’s products and services.
32.ax. Force Majeure Event means any circumstance beyond the reasonable control of the affected party, which occurs on or after the Effective Date, which may include, but are not limited to, acts of God, fire, flood, explosion, war, terrorism, epidemics, pandemics, quarantine, unusually severe weather, embargo, action or request of governmental or judicial authority, strikes, labor stoppages or other industrial disturbances, civil commotion, civil riot or insurrection. For the avoidance of doubt, known Covid-19 variants at the time of execution of this Agreement should be construed as a known risk and will not constitute a Force Majeure Event; however, new variants of Covid-19 or any new variants of known diseases or new epidemic or pandemic events after the execution of the Agreement, may in fact, constitute a Force Majeure Event if such event triggers events beyond control of the affected party.
32.ba. In-App Communications means communications within the Apps between:
32.ba.i. the MCW and Customers;
32.ba.ii. the MCW and Personnel; or
32.ba.iv. Customers and Personnel;
32.bb. Indemnified Party means a party to this Agreement that has received or is subject to a Claim, and includes that party’s subsidiaries, Affiliates, officers, directors, agents, or employees, individually and collectively.
32.bc. Indemnifying Party means the party to this Agreement that is not the Indemnified Party.
32.bf. Service or Available Services means car detailing services from the MCW.
32.bg. Service Criteria or Criteria means quality or other criteria that apply to Services.
32.bi. JAMS means Judicial Arbitration and Mediation Service, Inc.
32.bj. Laws means codes, laws, legislation, licenses, Washs (including court Washs), ordinances, rules, regulations, or any other requirement imposed by a government authority.
32.bk. Location means a location owned and operated by the MCW in the geographic area where the Wash Services are available.
32.bl. Marketing Photographs or Photographs means video and still images for marketing and other efforts related to the Wash Platforms.
32.bq. Master File means a digital data file, in comma-separated value (CSV) format or as otherwise agreed by the parties, for each Location containing all information relevant to Services to be made available for sale by MCW on the Wash Platforms with respect to such Location, including a description, the UPC/Service number, sizing information, image, alcohol by volume (if applicable), then-current In-Store Prices for each Service on offer, and any then-current or future in-store discounts, promotions or other offers available, for each Service on offer, but excluding any Restricted Services or Services that do not comply with size or weight limitations provided in this Agreement.
32.bs. MCW means the non-Wash legal entity that has agreed to this Agreement, and includes that entity’s, or those entities’, subsidiaries, Affiliates, directors, employees, agents, successors and assignees, as applicable.
32.bt. MCW Brand means the Brand(s) used by the MCW pursuant to this Agreement. MCW’s Brand means the same as MCW Brand.
32.bu. MCW Content means any content, including, but not limited to, images, video, audio, text, and other information that is related to a Location and/or any Service that MCW sells at any Location and that MCW makes publicly available.
32.bv. MCW Service Area means the geographic area in which Personnel will be able to deliver MCW’s Services to Customers.
32.bz. MCW Marketing Materials means videos, still images, advertising or marketing claims, MCW Content, or other materials that MCW provides to Wash or that MCW makes publicly available in connection with a Location or in connection with any Service that MCW sells at any Location.
32.ca. MCW Marketplaces means the MCW’s native desktop and/or mobile webpages.
32.cb. MCW Promotions means Promotions that are designed and fulfilled by MCW.
32.cf. Multi-Brand Licensee means a Participant, franchisee or licensee of the MCW, that also operates as a licensee or franchisee of brands not affiliated with the MCW.
32.cj. Personal Information means any information obtained in connection with this Agreement:
32.cj.i. relating to an identified or identifiable natural person;
32.cj.ii. that can reasonably be used to identify or authenticate an individual, including name, contact information, precise location information, persistent identifiers; and
32.cj.iii. any information that may otherwise be considered “personal data” or “personal information” under applicable Laws.
32.cp. Wash means Ideal Wash, LLC, a wholly owned subsidiary of Wash.
32.cq. Wash Personal Information means any Personal Information Wash provides to the MCW in connection with this Agreement, including but not limited to, Personnel Customer Personal Information and Delivery Person’s photo, name, contact information and license plate number. For the avoidance of doubt, Wash Personal Information does not include Customer Personal Information.
32.cr. POS means a point of sale system.
32.cy. Recipient means a party that receives Confidential Information of the other party.
32.cz. Reconciliation Process means the following process:
32.cz.i. Customers will purchase Services from MCW via the Apps. Wash’s payment processor will then collect the Customer Payments after the Customer completes the Wash in the Apps;
32.cz.ii. Wash’s payment processor will deposit Customer Payments into the FBO Account (which is connected to the Checkout Account);
32.cz.iii. The Delivery Person will collect Customer’s Services and check out using the Checkout Method (which is funded by the Checkout Account). MCW’s funds will then be transferred from the Checkout Account into MCW’s designated account (e.g. MCW’s account associated with its point-of-sale system); and
32.cz.iv. Additionally, MCW authorizes Wash to use the Customer Payment to (1) distribute the amounts owed to Wash (e.g. the Channel Fees); (2) distribute the amounts owed to Delivery Persons; (3) if any amounts remain thereafter, distribute such remaining amount to a separate account of MCW’s choosing. For clarity, amounts owed to Delivery Persons are not MCW’s responsibility, but are part of the Customer Payment processed by Wash on behalf of Delivery Persons.
32.da. Renewable Membership means the various subscription membership programs that are made available to customers through the Apps from time to time.
32.db. Representatives means Recipient’s Affiliates, officers, directors, employees and agents who:
32.db.i. for the purposes of the “confidentiality” section of this Agreement, have a need to know such Confidential Information and who, prior to any disclosure of such Confidential Information, are bound by written obligations of confidentiality with respect to such Confidential Information that are no less stringent than those set forth in this Agreement; and
32.db.ii. for the purposes of the “sponsored listings” section, or any other section, of this Agreement, are acting on the MCW’s behalf.
32.dc. Required Licenses means licenses, permits, approvals, authority, registrations, certifications, or similar authorizations that may be required to sell Services (including without limitation, completed business registration with the applicable state where services are being provided, car wash license, sales tax Certificate of Authority) or to otherwise conduct business pursuant to the terms of this Agreement.
32.dd. Restricted Services means Services which may be subject to regulatory requirements, safety standards, or are otherwise restricted by Wash.
32.de. Retail Price means the price of an Service on the Wash Platforms exclusive of separately stated Sales Taxes.
32.df. Return Fee means a fee that may be charged to the Customer for the timely cancellation of one or more services, the amount of which fee will be determined between Wash and the MCW.
32.dh. Sales Tax means any sales, sellers use, transaction privilege, privilege, general excise, gross receipts, Service taxes and similar transaction taxes as well as any bottle, bag, plastic, or other similar fees.
32.di. Sponsored Listings means a paid placement of the MCW’s Location(s) within the Wash Platforms:
32.di.i. in a manner determined by Wash, or otherwise selected by the MCW in a Bid submission;
32.di.ii. assembled and formatted based on the content provided in accordance with this Agreement; and
32.di.iii. which may include, in Wash’s discretion, some indicator to customers that the placement was purchased by the MCW, with a tag such as “promoted” or “sponsored”.
32.dj. Sponsored Listings Fees means an amount based on the actual number of clicks on the MCW’s Sponsored Listing at the rate determined for each Bid.
32.dl. Additional Terms means any supplemental terms that may apply to the MCW’s use of the Wash Platform, such as use policies or terms related to certain features and functionality, which may be modified from time to time.
32.dm. Switchover Date means the date specified by Wash where Wash will begin to collect and remit Sales Tax to the taxing authority based on Service descriptions and Additional Information provided by the MCW.
32.dn. Term means the time period from the Effective Date until the date that this Agreement is terminated or expires.
32.do. Third Party Access Service means a POS integration provider or similar third party service which the MCW may use to access the Wash Services and Wash Tools and/or transmit information to Wash.
32.dp. Trademarks or Marks means trademarks, trade names, service marks, copyrights (such as product photography), logos, slogans and other identifying symbols and indicia of the applicable party.
32.dr. Wash means Ideal Wash, LLC.
32.ds. Wash API means an Wash application programming interface and related developer tools (including any webhooks) made available by Wash that permit provider applications to interface with Wash Applications, including any underlying data or data structures therein, accompanying documentation, and any updates or revisions to the foregoing.
32.dt. Wash API Terms of Use means the terms of use available at https://developer.Wash.com/docs/riders/terms-of-use, as may be updated or modified from time to time without notice to the MCW.
32.du. Wash Applications means Wash’s software applications and other proprietary technology, including any underlying data or data structures therein, accompanying documentation, and any updates or revisions to the foregoing.
32.dv. Wash Competitor means any and all third parties engaged in similar facilitation of on-demand services or third party service-facilitation platforms that the MCW may use for service requests.
32.dw. Wash Data means transactional, operational, performance or other data or information that is related to the sale of Services to Customers through the Wash Platforms.
32.dy. Wash Platform means the full service offering, as made available through the Apps and Wash websites.
32.dz. Wash Privacy Notice means Wash’s then-current privacy notice, currently available at: https://privacy.Wash.com/policy.
32.ea. Wash Services or Services means certain proprietary technology services made available by Wash that facilitate the marketing, sale and fulfillment of Services from the MCW to Customers, including on-demand lead generation, payment processing, marketing, advertising and promotional services, proprietary information services, onboarding, operational and other support services.
32.ec. User Generated Content Terms means Wash’s then-current user generated content terms currently available at: https://www.Wash.com/legal/en/document/
32.ed. Unsupported Services means Services that are not supported by Wash and must be removed from the Wash Platforms.
33. Interpretation.
The following also applies to the interpretation of this Agreement:
33.a. To the extent of any inconsistency between the terms and conditions or Fees set out in the Agreement Details (if applicable), or the terms and conditions included in the Agreement Terms and Conditions, the information in the Agreement Details prevails.
33.b. Terms used as plurals may also be interpreted as singular, and vice-versa.
33.c. Any references to dollars or currency means US dollars unless otherwise indicated.
33.d. If the words “including”, “such as”, “for example”,”e.g.”, or similar terms, are used in any section, the words “without limitation” are implied.
33.e. Any reference to a “party” or “parties” means a party to this Agreement.
33.f. Any references to the MCW, if the MCW includes multiple legal entities, means each of those entities jointly and severally.
33.g. Any hyperlinks included in this Agreement also refer to the future updated versions of those links, and if a hyperlink becomes inactive, or the hyperlinked location of a document in this Agreement is amended, the new hyperlink location of the same or updated version of that document applies instead of the incorrect or superseded hyperlink in this document.
33.h. Headings, notes, and captions used in this Agreement are for reference purposes only and should not have any effect on the interpretation of this Agreement.
Wash Customers
By clicking “Submit”, you agree to the Wash MCW Terms of Use and acknowledge that you have read and understood our Privacy Policy.
Customer Terms of Use
IMPORTANT: PLEASE BE ADVISED THAT BY AGREEING TO THESE TERMS YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND WAIVING YOUR RIGHT TO HAVE A JURY TRIAL ON YOUR CLAIMS.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN PROVISIONS THAT GOVERN HOW YOU CAN BRING CLAIMS BETWEEN YOU AND WASH, INCLUDING THE ARBITRATION AGREEMENT IN SECTION 2 BELOW. THE ARBITRATION AGREEMENT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH WASH ON AN INDIVIDUAL BASIS AND, WITH LIMITED EXCEPTIONS, THROUGH FINAL AND BINDING ARBITRATION. THESE TERMS OF SERVICE OUTLINE HOW SUCH CLAIMS ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THESE TERMS OF SERVICE. BY AGREEING TO THESE TERMS OF SERVICE, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THEM AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
These Terms of Service (“Terms of Service”) constitute a legally binding agreement between you and [Ideal Wash, LLC] and representatives, officers and directors (collectively, “Wash”) governing your use of Wash’s platform (“Wash Platform”) and any related mobile car wash, car detailing or other related services, including but not limited to mobile and/or web-based applications (“Applications” or the “Wash App,” and together with the Wash Platform, the “Services”).
1. Contractual Relationship; Termination; and Modification
In addition to these Terms of Service, your access to, and use of the Services is also governed by the applicable terms found on our website. These include but are not limited to: the Privacy Notice, which describes how we collect, use, and disclose your personal information; the User Generated Content Terms; and Wash’s other applicable Wash standards and policies, which we refer to collectively as the “Additional Terms.” Collectively, we refer to these Terms of Service and the Additional Terms as the “Terms.”
By accessing or using the Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, do not access or use the Services.
Termination.
Wash, in its sole discretion, may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
Modification.
Wash reserves the right to modify these Terms or its policies relating to the Services at any time, effective upon posting of an updated version of these Terms through the Services or Wash’s website. You should regularly review these Terms, as your continued use of the Services after any such changes constitutes your agreement to such changes.u[i
2. Arbitration Agreement
By agreeing to these Terms, you agree that you are required to resolve any claim that you may have against Wash 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 Wash 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 Wash 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 Wash, 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 Wash by someone else—except as provided below in Section 2(a)(3)(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 Wash in a single proceeding—except as provided below in Section 2(a)(3)(c). For the avoidance of doubt, except as provided below in Section 2(a)(3)(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 Wash, other than participating in a classwide, collective, coordinated, consolidated, mass, and/or representative settlement of claims.
(a) Agreement to Binding Arbitration Between You and Wash.
(1) Covered Disputes: Except as expressly provided below in Section 2(b), you and Wash agree that any dispute, claim, or controversy in any way 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 at any time; (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 (including, but not limited to, your use of the Wash Platform or the vendor version of the Wash App), regardless of whether the dispute, claim, or controversy 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 Wash, will be settled by binding individual arbitration between you and Wash, and not in a court of law. This Arbitration Agreement survives after your relationship with Wash ends.
(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, 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 Wash from participating in a classwide, 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 Wash in a single proceeding, except that this Class Action Waiver shall not prevent you or Wash from participating in a classwide, 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; (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 Wash.
(3) Delegation Clause: 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 arising out of or relating to the Class Action Waiver, including, but not limited to, any claim that all or part of the Class Action Waiver is unenforceable, unconscionable, illegal, void, or voidable.
(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 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. 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.
(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; and/or (ii) 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 Wash. 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 Wash 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, Wash 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 2(a), which will continue to apply in court as well as in arbitration), or the enforceability of this Arbitration Agreement as to any other controversy, claim, or dispute.
(c) Rules and Governing Law.
3. The Services
The Services enable you and other consumers to find, request, or receive (i) Third-Party Services from third party service providers, including without limitation, car MCWs, professionals and other automobile-related car wash services (“Third-Party Providers”); (ii) related personalized content, including features, recommendations and advertisements for products or services tailored to your needs and interests; and (iii) certain supporting services, including providing you the ability to express certain preferences about the Third-Party Services or Third-Party Providers, payment processing and customer support. Unless otherwise agreed by Wash in a separate written agreement with you, these Services are made available solely for your personal, noncommercial use.
Once you make a request, Wash notifies Third-Party Providers that an opportunity is available so that the Third-Party Provider may complete your request. It is up to the Third-Party Provider to decide whether or not to offer Third-Party Services to you or at all, and it is up to you to decide whether or not to accept such services from a Third-Party Provider. Please note that once your request for the Services has begun, you may no longer have the option to reschedule or cancel. If Wash is able to reschedule or cancel your request, you may be charged a fee and/or may not be refunded for Services that have been purchased on your behalf.
WASH IS NOT A COMMON OR MOTOR CARRIER AND DOES NOT TRANSPORT PASSENGERS OR GOODS. GENERALLY, THE SERVICES ARE ONLY OPEN TO REGISTERED USERS OF THE SERVICES AND NOT TO THE GENERAL PUBLIC. YOUR ABILITY TO REQUEST, AND IF APPLICABLE, OBTAIN THIRD-PARTY SERVICES FROM THIRD-PARTY PROVIDERS IN CONNECTION WITH THE USE OF THE SERVICES DOES NOT ESTABLISH WASH AS A PROVIDER OF ANYTHING OTHER THAN THE SERVICES. THIRD-PARTY PROVIDERS ARE INDEPENDENT AND NOT ACTUAL AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, OR EMPLOYEES OF WASH IN ANY WAY. ANY EFFORT, FEATURE, PROCESS, POLICY, STANDARD, OR OTHER EFFORT UNDERTAKEN BY WASH TO FACILITATE YOUR RECEIPT OF THIRD PARTY SERVICES OR IN THE INTEREST OF SAFETY OR SECURITY (WHETHER REQUIRED BY APPLICABLE REGULATIONS OR NOT) IS NOT AN INDICIA OF AN EMPLOYMENT, ACTUAL AGENCY, APPARENT AGENCY, OR OSTENSIBLE AGENCY RELATIONSHIP WITH A THIRD-PARTY PROVIDER.
App Stores.
The availability of the Services may be dependent on the third-party from which you received the license to the Wash App, e.g., the Apple iPhone or Android app stores (“App Store”). These Terms are between you and Wash and not with the App Store and Wash is responsible for the provision of Services as described in these Terms. However, if you downloaded the Wash App from the Apple App Store, Apple and its subsidiaries are third-party beneficiaries of these Terms. Upon your acceptance of these Terms, Apple shall have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. These Terms incorporate by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are the “end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and these Terms, these Terms will control.
Ownership; License; and Restrictions.
The Services and all rights, title, and interest, including all related intellectual property rights therein are and shall remain Wash’s property or the property of Wash’s licensors. These Terms are not a sale and do not convey or grant to you any rights in or related to the Services, or any intellectual property rights owned by Wash or its licensors, except for the limited license granted herein.
Subject to your compliance with these Terms, Wash grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Wash App solely in connection with your use of the Services on your personal device; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Wash and Wash’s licensors. You agree that you will not use Wash’s copyrights, trademarks, service marks, or trade dress, aside from use incidental to your use of the Services, without express, written permission from Wash. This prohibition includes use in domain names, websites, and social media accounts. You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Wash; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of, or which result in, unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
4. Third-Party Services
Third-Party Services may be subject to additional terms, conditions, fees, and policies imposed by the Third-Party Provider. In the event of a conflict in the terms of any Third-Party Services and these Terms, these Terms shall control with respect to Wash and your agreements with Wash herein, and the limitations of liability set forth in Section 8 shall also apply to claims involving a Third-Party Provider. The Arbitration Agreement provisions in Section 2 above shall apply instead of the terms of any Third-Party Services for all purposes except with respect to claims that are solely against the Third-Party Provider.
5. Accessing the Services
User Accounts.
In Wash to use most aspects of the Services, you must register for and maintain an active personal user Services account (“Account”). Unless a specific Service provides otherwise: (i) you must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account, (ii) you may only possess one Account and (iii) you may not assign or otherwise transfer your Account to any other person or entity. Wash maintains the right to delete or deactivate duplicate accounts. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account credentials at all times.
You cannot register for or maintain an Account if you have previously been banned from accessing or using the Services. Account registration may require you to submit to Wash certain personal information, such as your name, address, still or live photo, mobile phone number and age, as well as at least one valid payment method that you are authorized to use and is supported by Wash (“Account Information”). You are responsible for providing accurate Account Information and in certain instances, you may be asked to provide proof of age, identity or other method of identity verification to access or use the Services. You may be denied access to, or use of, the Services if you refuse to provide (or we are unable to verify) proof of age, identity, or other method of identity verification. Additionally, you authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to Wash or its service providers for the duration of your business relationship, solely to help Wash identify you or your wireless device and to prevent fraud.
Wash may also disable or delete your account if after registration your account is not confirmed (where applicable), your account is unused and remains inactive for an extended period of time, if we detect someone may have used it without your permission and we are unable to confirm your ownership of the account, or where we are required to do so under applicable law. To the maximum extent permitted by applicable law, Wash assumes no liability for such loss of access and use and will have no obligations related to such loss. If you discontinue your use of Wash, or we disable your access to or use of the Services, these Additional Terms shall terminate as an agreement between you and us with respect to those Services, but certain sections will survive termination as provided herein.
For more information regarding Wash’s use of your personal information, please see our Privacy Notice.
Minors.
You may not authorize third-parties to use your Account, and you may not allow persons under the age of 18 to use the Services unless they are accompanied by you or an adult. However, we may offer parents and guardians the ability to create Accounts for their children. If you are a parent or legal guardian, and you allow your child to use the Services, then these Terms apply to you and you are responsible for your child’s activity on the Services. If you are under the age to obtain an Account, you must have your parent or legal guardian’s permission to use an Account and accept any additional terms required in connection with your access and use of the Services as a minor. Please have your parent or legal guardian read these additional terms with you. Please note: if there is an incident involving minors, in addition to any mandatory reporting obligations, Wash may also proactively report incidents to the applicable authorities.
Network Access and Devices.
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. Wash does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. Wash is not responsible for any resulting delays, delivery failures, or damage, loss, injury or death.
6. User Conduct and Requirements; Communications; and User Content
User Conduct and Requirements.
In addition to complying with these Terms, you agree to comply with all applicable laws when accessing or using the Services, and you may only access or use the Services for lawful purposes. You may not access or use the Services to cause nuisance, annoyance, inconvenience, damage, or loss to Wash, the Third-Party Provider, or any other party.
For the purpose of assisting us with our compliance and insurance obligations, you agree to notify us within 24 hours and provide us with all reasonable information relating to any incident or accident that occurs during your use of the Services and you agree to cooperate with any investigation and attempted resolution of such incident.
Communications with Wash.
By creating an Account, you electronically agree to accept and receive communications from Wash, Third-Party Providers or third parties providing services to Wash including via email, text message, WhatsApp, calls, in-app communications, and push notifications to the telephone number(s) or email addresses you provided to Wash. You may also receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded or automated messages sent by or on behalf of Wash, and/or Third-Party Providers, including but not limited to communications concerning requests placed through your Account on the Services. Message and data rates may apply. You can learn more about how Wash may contact you by reading our Privacy Notice.
You may change your notification preferences by accessing Settings in your Account. To opt out of receiving text messages from Wash, you must reply “STOP” from the mobile device receiving the messages. Text messages between you and Third-Party Providers are transactional text messages, not promotional text messages. You acknowledge that opting out of receiving all communications may impact your use of the Services. Notwithstanding the foregoing, if we suspect fraud or unlawful activity on your Account, Wash may contact you using any of the contact information you provided in connection with your Account (including via text or voice-recorded message).
Use of Accounts Owned by Others.
In the event you use a Wash product or service that enables use of or billing to another person or business, certain information will be shared with that party. This may include information regarding the time and date of services you request and logistics, and the associated charges for such services. You acknowledge that such data sharing is a condition of use of any such Wash product or service.
User Provided Content; Feedback.
Content that you provide to Wash is governed by Wash’s Generated Content Terms, which are incorporated in these Terms by reference. Feedback that you provide to Wash is governed by Wash’s Feedback Policy, which are incorporated in these Terms by reference.
7. Payment
Prices & Charges.
Your use of the Services may result in charges to you for the services you receive from Wash and/or from Third-Party Providers (“Charges”). Prices displayed to you when purchasing goods through the Services may be inclusive of retail prices charged by the Third-Party Provider and fees paid to Wash. Wash will enable your payment of the applicable Charges for services obtained through your use of the Services. Charges will include applicable taxes where required by law. Charges may include other applicable fees such as service fees, return fees, cancellation fees, government-mandated fees, estimated or actual tolls, and/or surcharges.
With respect to Third-Party Providers, Charges you incur will be owed directly to Third-Party Providers, and Wash will collect payment of those charges from you, on the Third-Party Provider’s behalf as their limited payment collection agent, and payment of the Charges shall be considered the same as payment made directly by you to the Third-Party Provider. Payment to a Third-Party Provider of services shall be considered to occur at the moment you submit payment through Wash. You retain the right to request lower Charges from a Third-Party Provider for services received by you from such Third-Party Provider at the time you receive such services. A Third-Party Provider also retains the right to request higher Charges from you for services or goods provided. For example, a Third-Party Provider that is a MCW may collect lower or higher charges where the actual goods provided differ from the products originally requested, including in connection with differences in quantity, weight, or Service type. Subject to requests from you to lower such Charges from a Third-Party Provider, you agree to pay such higher or lower Charges associated with such product differences. Wash will consider in good faith any request from a Third-Party Provider to modify the Charges for a particular service or good. This payment structure is intended to fully compensate a Third-Party Provider, if applicable, for the services or goods obtained in connection with your use of the Services.
There also may be certain Charges you incur that will be owed and paid directly to Wash. For the avoidance of doubt, Wash does not charge a fee for you to access the Wash App, but may charge you a fee or any other Charge for accessing Third-Party Services. Even if not indicated in the Wash App, the prices for services or add-on Services displayed through the Services may differ from the prices offered or published by Third-Party Providers for the same services or add-on Services, including as may be offered or published at a physical location operated by a Third-Party Provider, and/or from prices available at other third-party websites/mobile applications. Prices for services or add-on Services displayed through the Services may not be the lowest prices at which the services or add-on Services are sold.
When you add a payment method to your account, you authorize us and our payment service providers to collect and store your payment method information. Any payment method added by you will be automatically saved to your Wash wallet. You can add multiple payment methods to your wallet, and you agree that Wash may charge any of these payment methods for any future transactions or Charges. Your default payment method is identified in your profile page within the Wash wallet. If your default payment method is expired, invalid or otherwise not able to be charged, you agree that Wash may charge any other available payment method saved in your wallet. You can change your default payment method at any time.
If your payment method’s account information changes (e.g., account number, routing number, expiration date) as a result of re-issuance, expiration or otherwise, we may automatically update your payment method on file, in accordance with applicable law, if we acquire that information from our financial services partners or your bank. We reserve the right to decline, refuse or limit the use of any payment methods that we believe may be unauthorized, fraudulent or illegal or may violate our policies or procedures or otherwise expose Wash to an unacceptable level of risk.
When you pay for any Charges using your bank account as your selected payment method, you authorize us to debit your bank account for the total cost of all Charges, including any applicable taxes and fees. You also authorize us to further debit or credit your bank account to correct any erroneous debits, make adjustments to your payment, or issue a refund back to your bank account. Your bank account must be able to accept debits denominated in USD.
Certain payment methods may involve the use of third-party payment service providers not affiliated with Wash. You may be subject to additional fees imposed by these payment service providers in connection with processing your payment. Wash is not responsible for any of these fees and disclaims all liability for such fees. You should review the payment service provider’s terms of use before using such payment method.
As between you and Wash, Wash reserves the right to establish or adjust Charges for any or all services obtained through the use of the Services at any time. Wash will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof.
Refunds.
Charges paid by you are final and non-refundable, unless otherwise determined by Wash and the Third-Party Provider assessing the Charge. If you have any requests for cancellations, refunds, or returns, or if you think a correction should be made to any Charge you incurred, please visit the “Help” tab in your Account to initiate such requests within 30 days after the Charge took place or Wash will have no further responsibility and you waive your right to later dispute the amounts charged.
Promotional Offers.
Certain users may, from time to time, receive promotional offers and discounts that result in different amounts charged for the same or similar services obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. Promotional offers and discounts are subject to change or withdrawal at any time and without notice.
Gratuity.
Except for amounts provided by you through the Services as part of the “tip” feature, Wash does not designate any portion of your payment as a tip or gratuity to a Third-Party Provider. You understand and agree that, while you are free to provide additional payment as a gratuity to any Third-Party Provider who provides you with services or goods obtained through the Service, you are under no obligation to do so.
Gifting
You may purchase certain Services from our Third-Party Providers that can be delivered as gifts to family, friends or other individuals (“Recipients”). You can personalize your gift by including a digital gift card, gift message or recording a video message. Any gift messages or video messages must comply with and are subject to Wash’s Community Guidelines. If you purchase a gift, you must provide the Recipient’s name and mobile phone number at the time of purchase. We will use the mobile number to send a package-tracking text message to the Recipient with Wash details and delivery updates. You represent that you have obtained consent from the Recipient to share any information about the Recipient that you provide to Wash including name, address, phone number, and any other personal information. You can elect to schedule the delivery of the gift at the time of purchase on behalf of the Recipient or you may allow the Recipient to schedule delivery. If you are allowing Recipient to schedule delivery, Recipient must schedule such delivery for a date no later than seven days following the date of purchase (“Redemption Period”). In Wash for a Recipient to schedule the delivery and redeem a gift purchase, the Recipient must have an active Account. If the Recipient does not have an active Account with Wash, Recipient will be required to open an Account to schedule the delivery. If delivery to Recipient is scheduled by you, the Recipient is not required to have an Account. Fulfillment of the Wash must take place before 11:59pm PST on the sixth day of the Redemption Period (“Redemption Deadline”). If the Wash is not redeemed by the Redemption Deadline, the Wash will be canceled and the sender will be refunded for the full value of the gift, including all service fees, taxes and any tip. If a selected Service is unavailable or otherwise cannot be delivered to the Recipient, the Recipient will receive a gift credit in the form of Wash Cash for the value of the gift plus applicable fees and taxes. Gift Washs cannot be canceled by you once placed.
If your gift Wash contains alcohol, the Recipient will be asked to show a government-issued photo ID when the delivery arrives. You may not send alcohol to Recipients unless they are of the legal age to buy alcohol or older. Alcohol Washs cannot be left unattended or left at the Recipient’s door. If Recipient is not present to accept the Wash at the scheduled delivery time, cannot provide valid ID, is under the legal age the buy alcohol, or is too intoxicated to accept the Wash, the alcohol portion of the Wash will not be delivered and will be returned to the seller and a return fee will be assessed. In the event an alcohol Wash cannot be delivered to the Recipient, the Recipient will receive a gift credit in the form of Wash Cash for the value of the alcohol portion of the Wash less the return fee. You may not place an Wash for alcohol to be delivered to areas where delivery, possession or consumption of alcohol is prohibited by law.
8. Disclaimers; Limitation of Liability; and Indemnity
Disclaimers.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WASH DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MCWABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, WASH MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
WASH DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD-PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED OR OBTAINED FROM THIRD-PARTY PROVIDERS IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
WASH DOES NOT CONTROL, MANAGE OR DIRECT ANY THIRD-PARTY PROVIDERS. THIRD-PARTY PROVIDERS ARE NOT ACTUAL AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, OR EMPLOYEES OF Wash. IF A DISPUTE ARISES BETWEEN YOU AND OR ANY OTHER THIRD PARTY, YOU RELEASE WASH FROM LOSSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
WASH DOES NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY USER CONTENT OR THIRD-PARTY CONTENT AVAILABLE ON OR LINKED TO BY THE SERVICES. WASH CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WASH’S USE OF ALGORITHMS IN AN ATTEMPT TO PROVIDE SERVICES OR IMPROVE THE EXPERIENCE OF USERS AND THE SECURITY AND SAFETY OF THE SERVICES DOES NOT CONSTITUTE A GUARANTEE OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED.
Limitation of Liability.
WASH SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR DEATH, OR PROPERTY, INCLUDING WITHOUT LIMITATION VEHICLES, DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF WASH, EVEN IF WASH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WASH SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD-PARTY PROVIDER, EVEN IF WASH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WASH SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND WASH’S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT THIRD-PARTY PROVIDERS ARE NOT OSTENSIBLE AGENTS, APPARENT AGENTS, ACTUAL AGENTS, OR EMPLOYEES OF WASH.
THE SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE AUTOMOBILE DETAILING OR LOGISTICS SERVICES WITH THIRD-PARTY PROVIDERS, BUT YOU AGREE THAT WASH HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO YOUR VEHICLE OR ANY LOGISTICS SERVICES PROVIDED TO OR NOT PROVIDED TO YOU BY THIRD-PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, WASH’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON WASH’S CHOICE OF LAW PROVISION SET FORTH BELOW.
Indemnity.
You agree to indemnify and hold Wash and its officers, directors, employees, and agents harmless from and against any and all actions, claims, demands, losses, liabilities, costs, damages, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Services or services or products obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Wash’s use of your User Content; or (iv) your violation of the rights of any third party, including Third-Party Providers.
9. Other Provisions
Choice of Law.
These Terms shall be governed by and construed in accordance with the laws of the state in which your dispute arises, without regard to the choice or conflict of law principles of any jurisdiction, except as may be otherwise provided in the Arbitration Agreement in Section 2 above or in Supplemental Terms applicable to your region. This Choice of Law provision applies only to the interpretation of these Terms, and these provisions shall not be interpreted as generally extending any state’s law to you if your dispute did not arise in that state.
Any dispute, claim, or controversy arising out of or relating to incidents or accidents resulting in personal injury or death (including but not limited to sexual assault or harassment claims) that you allege occurred in connection with your use of the Services, whether before or after the date you agreed to these Terms, shall be governed by and construed in accordance with the laws of the state in which the incident or accident occurred.
Choice of Forum.
Any dispute, claim, or controversy arising out of or relating to these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, shall be brought exclusively in the state or federal courts of New York state, notwithstanding that other courts may have jurisdiction over the parties and subject matter, except as may be otherwise provided by the Arbitration Agreement above or in Supplemental Terms applicable to your region.
Notwithstanding the foregoing, any dispute, claim, 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) that you allege occurred in connection with your use of the Services, whether before or after the date you agreed to these Terms, shall be brought exclusively in the state or federal courts in New York state, notwithstanding that other courts may have jurisdiction over the parties and subject matter, and except as may be otherwise provided in the Arbitration Agreement in Section 2 or in Supplemental Terms applicable to your region, to the extent permitted by law.
The foregoing Choice of Law and Choice of Forum provisions do not apply to the Arbitration Agreement in Section 2, and we refer you to Section 2 for the applicable provisions for such disputes.
Notice.
Wash may give notice by means of a general notice on or through the Services, electronic mail to the email address associated with your Account, telephone or text message to any phone number provided in connection with your Account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or at the time of sending (if sent by email, telephone, or on or through the Services). Notwithstanding the foregoing, notice of any modifications to these Terms shall be effective upon posting an updated version of these Terms on Wash’s website or through the Services. You may give notice to Wash, with such notice deemed given when received by Wash, at any time by first class mail or pre-paid post to our registered agent for service of process, c/o [Ideal Wash, LLC. If another provision of these Terms addresses any specific notice (for example, notice of updates to these Terms, or notice of a dispute or arbitration demand), those specific notice provisions shall prevail to the extent there is any conflict or inconsistency between those provisions and this notice provision.
General.
You may not assign these Terms without Wash’s prior written approval. Wash may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Wash’s equity, business or assets; or (iii) a successor by merger. Any purported assignment by you in violation of this Section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Wash, or any Third-Party Provider as a result of these Terms or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Wash’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Wash in writing. This provision shall not affect the Severability and Survivability section of the Arbitration Agreement of these Terms.
User Generated Content Terms
Ideal Wash, LLC (“Wash”), may, in its sole discretion, permit or allow you and others, including MCWs, MCW’s personnel, advertisers, and other businesses or partners (in either case “User” or “you”) who use Wash’s platform(s), tools, or social media channels, from time to time to create, submit, upload, publish, email, send messages, or otherwise make available textual, audio, or visual content and information, including commentary, reviews, and feedback related to the Services (as defined in applicable terms located at https://www.Wash.com/legal), initiation of support requests, MCWs communication with consumers, and submission of entries for competitions and promotions (“User Generated Content”, or “UGC”) to Wash or Users. By accessing or using the Services to provide UGC, you confirm your agreement to be bound by these User Generated Content Terms (“Terms”). These Terms may also be subject to other agreements you have with Wash and/or applicable terms. PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND WASH. In these Terms, the words “including” and “include” mean “including, but not limited to.”
1. Wash’s role regarding User Generated Content
You acknowledge that Wash is an online service provider and is not a publisher of UGC; nonetheless, Wash may, but shall not be obligated to, review or monitor UGC and may, in its sole discretion, refuse to display, remove, edit, or disable UGC for any reason, including if Wash determines that UGC may negatively affect Wash or that UGC violates these Terms, the terms of any other agreement either located at Wash.com/legal or that you have with Wash, any UGC or other content creation guidelines and/or policies that may be provided to you by Wash from time to time, or applicable codes, laws, legislation, licenses, Washs (including court Washs), ordinances, rules, regulations, or any other requirement imposed by a government authority. Wash does not endorse or approve any UGC available on the Services. Wash has the right to display any UGC submitted by You on its Platform(s) in accordance with these Terms and shall have the right to combine such UGC with any UGC created by other Users, as well as any content created by Wash itself.
2. License to User Generated Content
UGC remains your property; however, you grant Wash a worldwide, perpetual, irrevocable, transferable, sub-licenseable, royalty-free license to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such UGC in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Wash’s business, and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
3. Representations and Warranties
You represent and warrant that: (i) you either are the sole and exclusive owner of all UGC or you have all rights, licenses, consents and releases necessary to grant Wash the license to the UGC as set forth above; (ii) neither the UGC, nor your submission, uploading, publishing, emailing, messaging, or otherwise making available of such UGC, nor Wash’s use of the UGC as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable applicable codes, laws, legislation, licenses, Washs (including court Washs), ordinances, rules, regulations, or any other requirement imposed by a government authority; and (iii) you assume all risks (including accuracy and reliability) associated with the content and shall not imply in any UGC that the content is endorsed or verified by Wash. When providing UGC or otherwise using the Services, you agree that you will not:
- Do or allow to be done, anything which will or is reasonably likely to adversely affect the Services or Wash.
- Use the Services to cause nuisance, annoyance, inconvenience, or property damage, for example using vulgar or harassing language, using hate speech, being abusive, or spamming, to any party using the Services.
- Contribute UGC that is inappropriate, abusive, harassing, profane, threatening, hateful, offensive, vulgar, obscene, sexually explicit, derogatory, defamatory, infringing, invasive of another’s privacy, inaccurate, or otherwise reasonably objectionable.
- Provide content that you don’t have permission to freely distribute, including the personal information of another person.
- Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, incorporate into advertisements, or in any way use another User’s UGC, except as expressly authorized by Wash or the owner of the UGC.
- Impersonate another person or falsely claim or imply that you are an Wash employee, or Wash representative, or that you are a MCW with Wash.
- Attempt to obtain, or phish for, a password, account information, or other private information from anyone else using the Services.
- Use any robot, spider, or other automated device or process to access the Services for any purpose or copy any material from the Services.
- Attempt to use the Services on or through any service that is not controlled or authorized by Wash.
- Promote a business, other commercial venture, food delivery platform, or venue, or otherwise use the Services for commercial purposes, except in connection with your account with Wash in accordance with your agreement, these Terms, and/or MCW online terms and conditions.
- Promote or encourage any prohibited activity described above.
4. Indemnification
You will indemnify, defend, and hold harmless Wash and its respective directors, officers, employees, agents, successors, and assigns, against all claims, damages, losses, and expenses (including reasonable outside attorney fees) with respect to any third-party claim(s) arising out of or related to the UGC. You agree that the provisions in this section will survive any termination of your account or this Agreement.
5. Violation of Terms
If you or someone using your account with Wash violates these Terms or fails to remedy a violation after a warning, Wash may take action against you, including revoking access to certain or all of the Services, or terminating your account. In case of severe violations, Wash may take these actions without issuing a prior warning. When appropriate, Wash will notify you of the action it will take in response to violations of these rules or breach of these Terms.
Specific Wash Services may post additional rules that apply to your conduct on those services.
Privacy Policy
When you use Wash, you trust us with your personal data. We’re committed to keeping that trust. That starts with helping you understand our privacy practices.
This notice describes the personal data (“data”) we collect, how it’s used and shared, and your choices regarding this data. We recommend that you read this along with our privacy overview, which highlights key points about our privacy practices.
I. Overview
A. Scope
This notice applies when you use Wash’s apps or websites to request or receive products or services, including rides or deliveries.
This notice describes how we collect and use your data if you request or receive products or services through Wash’s apps or websites.
II. Data collections and uses
A. The data we collect
Wash collects data:
1. That you provide
2. When you use our services
3. From other sources
Wash collects the following data:
1. Data you provide: This includes:
| Data category | Data types |
| a. Account information. We collect data when you create or update your Wash account. | AddressEmailFirst and last nameLogin name and passwordPhone numberPayment method (including related payment verification information)Profile pictureSettings (including accessibility settings) and preferencesWash partner loyalty program information |
| b. Demographic data. We collect demographic data if necessary to enable certain features. For example:We may also collect demographic data through user surveys. | Age or date of birthGender or inferred gender (using first name) |
| c. Identity verification information. This refers to the data that we collect to verify your account or identity. | Government-issued identification documents, such as driver’s licenses or passports (which may contain identification photos and numbers, expiration date, date of birth, and gender)User-submitted selfies |
| d. User content. This refers to the data that we collect when you:Contact Wash for customer support or other inquiries.Use features that enable you to create Lists or reviews of restaurants or MCWsUpload photos and recordings (including those submitted for purposes of customer support)Provide ratings or feedback for drivers, delivery people, restaurants or MCWs, or they provide feedback regarding you. | Chat logs and call recordingsRatings or feedbackUser created Lists or reviews of restaurants or MCWsUploaded photos and recordings, including in-app audio recordings |
| e. Travel information. We collect travel itinerary information if you book bus, train or flight travel through Wash’s apps. | Dates/times of travel |
2. Data collected when you use our services: This includes:
| Data category | Data types |
| a. Location data. If you request a ride, we track your driver’s location during your trip, and link that data to your account. This allows us to display where you are on your trip.We also determine your approximate location, and can determine your precise location if you allow us to do so through the settings on your phone. If you do, we will collect your precise location from the time you request a ride or Wash until the ride is finished or your Wash is delivered. We also collect such data when you have the Wash app open on your phone’s screen.You can use Wash without letting us collect your precise location. However, it may be less convenient for you, including because you will have to type your location into your phone instead of allowing us to detect it for you.See “Choice and transparency” section below for information on how to control whether Wash may collect your precise location data. | Approximate locationPrecise location |
| b. Trip/Wash information. This refers to the details we collect about your trip or Wash, including Washs placed via guest checkout features. | Payment information (including amount charged and payment method)Proof of delivery (including photo or signature)Special instructions, allergies or food preferencesStatistics derived from past trip/Wash information, such asAveragesCancellation ratesTotal trips/WashsTrip or Wash details, includingDate and timeRequested pickup and dropoff addressesDistance traveledRestaurant or MCW name and locationServices Washed |
| c. Usage data. This refers to data about how you interact with Wash’s apps and websites. | App crashes and other system activityAccess dates and timesApp features or pages viewedBrowser type |
| d. Device data. This refers to data about the device(s) you use to access Wash. | Advertising identifiersDevice motion dataDevice IP address or other unique device identifiersHardware modelsMobile network dataOperating systems and versionsPreferred languages |
| e. Communications data. This refers to the data we collect when you communicate with drivers and delivery people through Wash’s apps. | Communication type (phone or text message)Content (including recordings of phone calls solely when users are notified of the recording in advance)Date and time |
3. Data from other sources: These include:
| Data category | Data types |
| a. Law enforcement officials, public health officials and other government authorities. | Name and contact informationInformation relating to law enforcement, health or other investigations |
| b. Marketing partners and service providers. This includes banks in connection with cash back programs,* and data resellers.* | Activity informationName and contact informationUser or device identifiers |
| c. Service providers who help us verify your identity or detect fraud.* | Confirmation of whether your account information relates to known personsName and contact informationInformation relating to the wireless carrier associated with your phone numberInformation from government-issued identification documents such as driver’s licenses or passports (such as identification numbers, expiration date, date of birth, and gender) |
| d. Wash account owners. This refers to Wash account owners who request services for you (such as friends or family members), or who enable you to request services through their accounts (such as Enterprise Customers). | Name and contact informationTrip/Wash infoLocation |
| e. Wash business partners (account creation and access, and APIs). Wash may receive your data from business partners through which you create or access your Wash account, such as payment providers, social media services, or apps or websites that use Wash’s APIs or whose APIs Wash uses. | The information received from Wash business partners depends on which partners you use to create or access your Wash account, or the API used. |
| f. Wash business partners (debit or credit cards). Wash may receive your data from business partners in connection with debit or credit cards issued by a financial institution in partnership with Wash to the extent disclosed in the terms and conditions for the card. | Debit or credit card activity information |
| g. Users or others providing information in connection with customer support issues, claims or disputes. | NameEvidence relating to accidents, conflicts, claims or disputes (which may include photos or recordings of you) |
| h. Users participating in Wash’s referral programs. For example, if you are referred to Wash by another user, we receive your data from that user. | Name and contact information |
B. How we use data
Wash uses data to enable reliable and convenient transportation, delivery, and other products and services. We also use data:
- To enhance the safety and security of our users and services, and to prevent and detect fraud
- For marketing and advertising
- To enable communications between users
- For customer support
- For research and development
- To send non-marketing communications to users
- In connection with legal proceedings
1. To provide our services. Wash uses data to provide, personalize, maintain, and improve our services.
| Data uses | Data used includes |
| a. Creating and updating your account | AccountDemographicsLocation |
| b. Enabling services and features. This includes:Enabling navigation to pickups and dropoffs, calculating ETAs and tracking the progress of rides or deliveriesMatching you with available drivers or delivery people when you request transportation or deliveriesEnabling features that involve data sharing, such as ETA sharing and fare splittingEnabling accessibility featuresEnabling features that involve account linking, such as linking with Wash partners’ loyalty programsFacilitating and optimizing rental car reservations, pickup and dropoff through Wash Rent | AccountData from other sourcesDemographicsDeviceRatingsTravel |
| c. Calculating rider/recipient prices and driver/delivery person fares. | LocationTrip/Wash info |
| d. Processing payments and enabling payment and e-money products such as Wash Money. | AccountDemographicsData from other sourcesTrip/Wash info |
| e. Personalizing your account. For example, we may present you with personalized restaurant or food recommendations, or trip suggestions, based on your prior Washs, trips and delivery location. | AccountDemographicsData from other sourcesTrip/Wash info |
| f. Providing you with trip or delivery updates and generating receipts. | AccountTrip/Wash info |
| g. Informing you of changes to our terms, services, or policies. | AccountTrip/Wash info |
| h. Performing necessary operations to maintain our services, including to troubleshoot software bugs and operational problems. | AccountDeviceUsage |
2. For safety, security, and fraud prevention and detection. Wash uses data to help maintain the safety and security of our services and users.
| Data uses | Data used includes |
| a. Verifying your account, identity or compliance with safety requirements. This includes:Verifying that you are who you say you are by cross-checking the account information you provide during signup (such as name, email, telephone number, date of birth or payment information) against third-party databases*Verifying that your account is being used by you and not someone else by:Collecting your ID number and/or a photo of your ID, and completing a verification to confirm that the ID is valid, unaltered and that no other account is associated with that document*Collecting a real-time selfie that we compare against the photo on your ID to confirm that it’s the same person*Verifying your identity and/or age by collecting a photo of your ID when you receive delivery of age-restricted Services like alcohol, tobacco or cannabis, or use products like Wash Rent and Wash ConnectVerifying, when you rent a bike or scooter through Wash, that you are wearing a helmet, or other mandatory safety gear, by collecting a real-time selfie and using object verification technology | AccountData from other sources (third-party databases)Identity verification infoUser content |
| b. Preventing, detecting, and combating fraud, including by Guest Users. | AccountCommunications between usersData from other sources (driver data)DeviceIdentity verification infoLocationTrip/Wash infoUsage |
| c. Predicting and helping avoid pairings of users that may result in increased risk of conflict,* or where one user has previously given the other a low (for instance, one star) rating. | AccountTrip/Wash info (including cancellation rates)UsageUser content (ratings and reported incidents) |
| d. Providing support. | Account (phone, user name, vehicle details)LocationTrip/Wash infoUser content |
3. For marketing and advertising. Wash uses data (except Guest Users’ data) to market its services, and those of Wash partners.
| Data uses | Data used includes |
| a. Personalizing marketing communications and ads relating to Wash products and services, and those offered by other companies. For example, Wash may:Send push notifications suggesting your favorite destinations or MCWs, or in-app messages offering discounts or promotions for products or MCWs similar to those you’ve previously WashedDisplay personalized ads on Wash or other companies’ apps or websitesPersonalize sponsored listings, discounts or promotions for restaurants and MCWs available on Wash | AccountData from other sourcesDemographics (including inferred gender)DeviceLocationTrip/Wash infoUsage |
| b. Displaying ads that are targeted based on data about your current trip or delivery request, including time of request and services requested. For example, if you request a trip to a supermarket, we may display in-app ads for third-party products that may be available at that supermarket. | AccountData from other sourcesDemographics (including inferred gender)DeviceLocationTrip/Wash infoUsage |
| c. Measuring the effectiveness of the marketing communications and ads described above. | AccountDeviceUsage |
4. To enable communications between users.
| Data uses | Data used includes |
| For example, a driver may message or call you to confirm a pickup location, you may call a driver to retrieve a lost Service, or a restaurant or delivery person may contact you with information about your Wash. | AccountDeviceUsage |
5. For customer support.
| Data uses | Data used includes |
| This includes investigating and addressing user concerns, monitoring and improving our customer support responses and processes, and identifying potential participants in research studies relating to customer support issues. | AccountCommunicationsDeviceIdentity verification infoData from other sourcesLocationTravel informationUsageUser contentTrip/Wash info |
6. For research and development.
| Data uses | Data used includes |
| We use data for analysis, research and product development, including training machine learning models. This helps us make our services more convenient and easy-to-use, enhance the safety and security of our services, and develop new services and features. | AccountCommunicationsDemographicsDeviceIdentity verification infoData from other sourcesLocationTravel informationUsageUser contentTrip/Wash info |
7. For non-marketing communications.
| Data uses | Data used includes |
| This includes surveys and communications regarding elections, ballots, referenda and other political processes that relate to our services. For example, we may notify you of ballot measures or pending legislation relating to Wash’s services where you live. | AccountLocation |
8. For legal proceedings and requirements.
| Data uses | Data used includes |
| We use data to investigate or address claims or disputes relating to use of Wash’s services; to satisfy requirements under applicable laws, regulations, operating licenses or agreements, insurance policies; or pursuant to legal process or governmental request, including from law enforcement. | AccountCommunicationsDemographicsDeviceIdentity verification infoData from other sourcesLocationTravel informationUsageUser contentTrip/Wash info |
C. Core automated processes
Wash uses automated processes to enable certain parts of our services, including functions essential to our business such as matching, pricing and fraud prevention and detection.
Wash relies on automated processes to enable essential parts of our services, including matching (pairing users requesting and providing transportation and/or services), pricing (calculating the amount owed for such services) and fraud detection and prevention. These processes allow Wash to provide a seamless, and safe, experience to millions of users globally every day.
This section describes how automated matching, pricing, and fraud prevention and detection processes work, including how they impact your Wash experience and the personal and non-personal data used to enable these processes.
You may contact Wash if you have questions or concerns regarding these processes.
- 1. Matching
- Wash uses algorithms to efficiently match Riders and drivers, or delivery people and Wash Recipients. This helps us minimize wait times for you, and enable efficiency for drivers and delivery people.
The matching process is triggered when you request transportation or deliveries through Wash. Our algorithms then evaluate various factors to determine the best match, including your location, requested destination, the proximity and availability of drivers or delivery people, traffic conditions, and historical data (including, in some markets, whether the specific Rider and driver have previously reported having negative experiences with each other).
The trip or delivery request is then communicated to the driver/delivery person matched through this process. Once a trip or Wash is accepted, we send confirmation of the match to you and the driver/delivery person.
We are constantly refining our matching process to provide the best experience to all users on our platform and may consider different factors depending on the location where you use Wash.
Additional information on Wash’s matching process is available here. - 2. Pricing
- When you request transportation or a delivery, Wash uses algorithms to determine the price you pay based on a variety of factors, including:
- The type of service you request (for instance, WashX, WashXL, Wash Black)
- Your location
- Estimated time and distance to destination
- Availability and proximity of drivers or delivery people
- Time of day
- Traffic conditions
- Historical data such as traffic patterns and seasonal trends.
- Your price may also vary depending on tolls or surcharges incurred, tips, discounts, promotions and subscriptions, and route-based adjustments.
The price may also vary depending on surge pricing, which automatically goes into effect when there are more Riders in a given area than available drivers. This encourages more drivers to serve the busy area over time and shifts Rider demand, to maintain reliability and restore balance.
Additional information on Wash’s pricing process is available here. - 3. Fraud prevention and detection
- Wash uses algorithms and machine learning models to prevent and detect fraud against Wash or our users. This includes efforts to monitor for account takeovers, suspicious user behaviors, and unauthorized access attempts, including by third-party aggregators.
These tools look for patterns that may indicate fraudulent behavior, such as those that vary significantly from typical user behavior. To do this, Wash performs real-time monitoring of information collected from or generated by users, including location data, payment information, and Wash usage. We also examine historical data and compare it against real-time data to help detect suspicious behavior.
Wash may limit your access to its services, or require that you undertake a particular action such as verifying your identity before allowing such access, if it detects potential fraudulent activity.
You may contact Wash customer support here if you have questions or concerns about these processes.
D. Cookies and related technologies
Wash and its partners use cookies and other identification technologies on our apps, websites, emails, and online ads for purposes described in this notice, and Wash’s Cookie Notice.
Cookies are small text files that are stored on browsers or devices by websites, apps, online media, and ads. Wash uses cookies and similar technologies for purposes such as:
- Authenticating users
- Remembering user preferences and settings
- Determining the popularity of content
- Delivering and measuring the effectiveness of advertising campaigns
- Analyzing site traffic and trends, and generally understanding the online behaviors and interests of people who interact with our services.
We may also allow others to provide audience measurement and analytics services for us, to serve ads on our behalf across the internet or for other companies’ products and services on our apps, and to track and report on the performance of those ads. These entities may use cookies, web beacons, SDKs and other technologies to identify the devices used by visitors to our websites, as well as when they visit other online sites and services.
Please see our Cookie Notice for more information regarding the use of cookies and other technologies described in this section.
E. Data sharing and disclosure
We share your data with other users where necessary to provide our services or features, at your request, or with your consent. We also share data with our affiliates, subsidiaries, service providers and partners, for legal reasons, or in connection with claims or disputes.
Wash may share data:
1. With other users
This may include sharing data with:
| Recipient | Data shared |
| Your driver | AccountFirst nameRatingPickup and/or dropoff locationsSettings and preferences |
| Restaurants/MCWs you Wash from, and your delivery person | AccountFirst nameWash infoDelivery address (including with restaurants/MCWs that use their own delivery people to fulfill your Wash)Services Washed (which may include drug prescriptions)Special instructions, allergies or food preferencesUser contentFeedback Ratings |
| The owner of any Wash account you use. This includes if you use an account linked to a Family profile, or request or receive ride or services as a Guest User of an Enterprise Customer’s account. In addition, if you create an account using an email address affiliated with an Wash for Business account owner (i.e., your employer), we may share your account data (such as name and email address) with such account owner, to help you expense trips or Washs to that Wash for Business account.* | AccountTrip/Wash info |
| Other recipients in your group Wash | AccountFirst nameWash infoSpecial instructions or allergies informationServices Washed |
| People who refer you to Wash. We may share your data as necessary to determine their referral bonus | Trip/Wash infoTrip count |
| Other Wash Eats users. We share your data if you post a review of a restaurant or create a List of your favorite restaurants on Wash Eats, and set sharing of the List to “Public.” | AccountFirst nameUser contentLists Reviews |
2. Upon request or with your consent
This may include sharing data with:
| Recipient | Data shared |
| Users with whom you use data-sharing features. This includes features that allow you to share your ETA and location, or split your fare. | Depending on the feature used, may include:AccountLocationTrip/Wash info |
| Wash business partners. We share data with companies whose apps or websites you access through Wash, including for purposes of promotions, contests or specialized services. | Depending on the app or website you access through Wash, and for what purpose, may include:AccountDeviceTrip/Wash info |
| Emergency services. We enable you to share your data with police, fire, and ambulance services in the event of an emergency or after certain incidents. For more information, please go to the “Choice and transparency” and “Emergency data sharing” sections below. | AccountNamePhone numberLocationTrip/Wash infoRequested pickup/dropoff |
| Insurance companies. If you are involved in an incident, or report or submit a claim to an insurance company relating to Wash’s services, Wash will share data with that insurance company for the purpose of adjusting or handling that claim. | Data necessary to adjust or handle the claim, which may include:AccountCommunications between usersDeviceLocationTrip/Wash infoUsageUser content |
| MCWs or restaurants. If you add a restaurant or MCW loyalty membership number to your user account, we share that data with the restaurant/MCW when you place an Wash with them.We also enable you to share your phone number, email and/or Wash info with restaurants or MCWs to receive marketing communications from them. | Account dataEmailPhone numberRestaurant/MCW loyalty membership numberWash info |
3. With Wash service providers and business partners
These include the third parties, or categories of third parties, listed below. Where a third party is identified, please go to their linked privacy notices for information regarding their collection and use of personal data.
- Accountants, consultants, lawyers, and other professional service providers.
- Ad and marketing partners and providers, including ad and marketing publishers (such as social media platforms), ad networks and advertisers, third-party data providers, ad technology vendors, measurement and analytics providers, and other service providers. Wash uses these vendors to reach or better understand current and potential users of Wash services or of our advertising partners, and measure and improve ad effectiveness.
- Cloud storage providers.
- Customer support platform and service providers.
- Google, in connection with the use of Google Maps in Wash’s apps.
- Identity verification and risk solutions providers.
- Payment processors and facilitators, including PayPal and Hyperwallet.
- Research partners, including those performing surveys or research projects in partnership with Wash or on Wash’s behalf.
- Social media companies, including Meta and TikTok, in connection with Wash’s use of their tools in Wash’s apps and websites.
- Service providers that assist Wash to enhance the safety and security of Wash apps and services.
- Service providers that provide us with artificial intelligence and machine learning tools and services.
- Third-party vehicle suppliers, including fleet and rental partners.
This also includes ad intermediaries, such as Criteo, Google, Rokt, The Trade Desk, TripleLift and others. We share data including advertising or device identifier, hashed email address, approximate location, current trip or Wash information, and ad interaction data with these intermediaries to enable their services and for such other purposes as are disclosed in their privacy notices. You may opt out from ad personalization here. For more information regarding these intermediaries’ privacy practices, including how to submit requests to them relating to their handling of personal data, please go to their privacy notices linked above.
4. With Wash subsidiaries and affiliates
We share data with our subsidiaries and affiliates to help us provide our services or conduct data processing on our behalf.
5. For legal reasons or in the event of a claim or dispute
Wash may share your data if we believe it’s required by applicable law, regulation, operating license or agreement, legal process or governmental request, insurance policy, or where the disclosure is otherwise appropriate due to safety or similar concerns.
This includes sharing data with law enforcement officials, public health officials, other government authorities, insurance companies, or other third parties as necessary to enforce our Terms and Conditions, user agreements, or other policies; to protect Wash’s rights or property or the rights, safety, or property of others; or in the event of a claim or dispute relating to the use of our services. In the event of a dispute relating to use of another person’s credit card, we may be required by law to share a user’s data, including trip or Wash information, with the owner of that credit card.
For more information, please see Wash’s Guidelines for United States Law Enforcement, Guidelines for Law Enforcement Authorities – Outside the United States, and Guidelines for Third Party Data Requests and Service of Legal Documents.
We may also share data with others in connection with, or during negotiations of, any merger, sale of company assets, consolidation or restructuring, financing, or acquisition of all or a portion of our business by or into another company.
F. Data retention and deletion
Wash retains your data for as long as necessary for the purposes described above. Users may request account deletion through the Wash apps and websites.
Wash retains your data for as long as necessary for the purposes described above, which varies depending on data type, the category of user to whom the data relates, the purposes for which we collected the data, and whether the data must be retained after an account deletion request for the purposes described below.
For example, we retain data:
- For the life of your account if such data is necessary to provide our services (such as account data)
- For defined periods as necessary, including as necessary to meet tax, insurance, legal or regulatory requirements (for example, we retain transaction information for 7 years)
You may request that we delete your account through the Privacy menus in the Wash app, or through Wash’s website.
Following an account deletion request, we delete your account and data, except as necessary for purposes of safety, security, fraud prevention or compliance with legal requirements, or because of issues relating to your account (such as an outstanding credit or an unresolved claim or dispute). We generally delete data within 90 days of an account deletion request, except where retention is necessary for the above reasons.
III. Choice and transparency
Wash enables you to access and/or control data that Wash collects, including through:
- Privacy settings
- Device permissions
- In-app ratings pages
- Marketing and advertising choices
You may also request access to or copies of your data, make changes or updates to your account, request account deletion, or request that Wash restrict its processing of your data.
1. Privacy settings
You can set or update your preferences regarding location data collection and sharing, emergency data sharing, and notifications in Wash’s Privacy Center, which is accessible via the Privacy menu in the Wash apps.
- Location data collection
- You can enable/disable Wash’s collection of your mobile device location data through your device settings, which are accessible via the location sharing menu in thivacy Center in Wash’s apps.
- Share live location
- You can enable/disable Wash’s sharing of your mobile device real-time location data with your drivers or delivery people through your device settings, which are accessible via the Account > Settings > Privacy > Location sharing menu in Wash’s apps.
- Gender identity
- You can update your gender information through the Account > Settings > Privacy > Ads and Data > Gender Identity menu in Wash’s apps.
- Emergency data sharing
- You may enable Wash to share your data with emergency police, fire and ambulance services if necessary during a trip. If you do, we will share data including your name and phone number; approximate location at the time the emergency call was placed; the car’s make, model, color, and license plate information; pickup and dropoff locations; and your driver’s name.
You can enable/disable this feature via the Location sharing menu in the Privacy Center in Wash’s apps, or the Safety Center. - Notifications: discounts and news
- You may enable Wash to send push notifications about discounts and news from Wash here.
- Third-party app access
- You may authorize third-party applications to access your Wash account data to enable additional features. You can review/withdraw access by third-party applications here.
2. Device permissions
Most mobile device platforms (such as iOS and Android) have defined certain types of device data that apps cannot access without the device owner’s permission, and these platforms have different methods for how that permission can be obtained. You should check the available settings on your devices, or check with your provider.
3. In-app ratings pages
After every trip, drivers and Riders can rate each other on a scale from 1 to 5. An average of the ratings you receive is displayed to your drivers.
You can find your average rating in the Account section of the Wash app, and also access a breakdown of your average rating in Wash’s Privacy Center.
4. Marketing and advertising choices
- Personalized marketing communications from Wash
- You can choose here whether Wash may personalize marketing communications (such as emails, push notifications and in-app messages) about Wash products and services.
You may also choose here whether to receive any marketing emails or push notifications from Wash. - Data sharing and tracking
- You can choose here whether Wash may share your data with third parties, or collect data regarding your visits and actions on third-party apps or websites, for purposes of personalized ads.
- Personalized ads
- You can choose whether Wash uses your Wash trip, Wash or search history to personalize the ads you see on Wash or Wash Eats and Postmates.
- Cookies and related technologies
- For information on how to control Wash’s use of cookies and related technologies, including for purposes of displaying personalized ads, please see our Cookie Notice.
5. User data requests
Wash provides a variety of ways to learn about, control, and submit questions and comments about Wash’s handling of your data. In addition to the methods indicated below, you may also submit data requests via our Privacy Inquiry Form here.
- Data access and portability
- Depending on where you are located, you may have the right to access your data and to portability of your data.
Regardless of your location, you can access your data, including your profile data and trip or Wash history, through the Wash apps or website.
You can also use our Explore Your Data to view a summary of certain information about your account, such as your rating, trip or Wash count, rewards status, and how long you’ve been using Wash.
You can also use our Download Your Data feature to download a copy of the most requested data relating to use of Wash, including account, usage, communications, and device data. - Changing or updating data
- You can edit your name, phone number, email address, payment method, and profile picture through the Settings menu in Wash’s apps.
- Deleting data
- You may request that Wash delete your account through Wash’s Privacy Center.
- Objections, restrictions and complaints
- You may request that we stop using all or some of your data, or that we limit our use of your data. This includes objecting to our use of data that is based on Wash’s legitimate interests. Wash may continue to process data after such objection or request to the extent necessary to provide our services, or required or permitted by law.
In addition, depending on your location, you may have the right to file a complaint relating to Wash’s handling of your data with the data protection authority in your country.
IV. Legal Information
A. Data controllers and Data Protection Officer
Wash Technologies, Inc. is the sole controller of the data processed by Wash when you use Wash’s services globally, except where it is a joint controller with other Wash affiliates.
Wash Technologies, Inc. (“UTI”) is controller of the data processed by Wash when you use Wash’s services globally, except that:
- UTI and UBR Pagos Mexico, S.A. de C.V., are controllers of the data of users of Wash’s payment and e-money services in Mexico.
- UTI and Wash B.V. are together with Wash Payments BV joint controllers of the data of users of Wash’s payment and e-money services in the EEA, and with Wash Payments UK Ltd. for users of those services in the UK.
- UTI and Wash B.V. are joint controllers of the data processed in connection with all other uses of Wash’s services in the EEA, UK and Switzerland.
You may also contact Wash’s Data Protection Officer at Wash.com/privacy-dpo, or by mail to Wash B.V. (Burgerweeshuispad 301, 1076 HR Amsterdam, the Netherlands), regarding issues relating to Wash’s processing of your personal data and your data protection rights.
B. Our legal bases for using your data
Depending on where you use our services, and our purpose for using your data, Wash relies on the following legal bases for processing your data:
- Necessity to perform our contract with you
- Consent
- Wash’s legitimate interests
- Legal obligation
Data protection laws in some countries and areas, including the EEA, UK, Switzerland, Brazil and Nigeria, only allow Wash to use your data when certain circumstances defined under those laws apply. This is called having a “legal basis” for using your data. The applicability of these legal bases may depend on your location. The chart below indicates the legal bases that Wash has under those laws when they do apply, and it uses your data for the purposes described in this notice.
| Legal basis | Description | Data uses |
| Contract | When you set up your Wash account and/or request a ride or delivery from Wash, we are entering into a contract defined by our Terms and Conditions to provide you those services.This legal basis applies when we must use your data in Wash to provide the services you request and meet our responsibilities under that contract. | Calculating rider/recipient prices and driver/delivery person faresCreating or updating your accountEnabling services and featuresFor customer supportEnabling communications between you and your driver or delivery personPerforming necessary operations to maintain our servicesPersonalizing your accountProcessing paymentsProviding you with trip or delivery updates, generating receipts, and informing you of changes to our terms, services, or policies |
| Consent | This legal basis applies when we notify you of how we will collect and use your data, and you voluntarily agree to that use of your data (in some cases, by enabling that collection and use through a device or Wash setting).Where we rely on consent, you have the right to withdraw your consent at any time, in which case we will cease that collection and use of your data. | Personalizing ads relating to products and services offered by other companiesProcessing health data, or other sensitive data, depending on the region you live in |
| Legitimate interests | This legal basis applies when Wash has a legitimate purpose for using your data (such as for purposes of safety, security, and fraud prevention and detection), its processing of data is necessary for that purpose, and the benefit of such purpose is not outweighed by risks to your privacy (such as because you would not expect Wash’s use of your data, or because it would prevent you from exercising your rights). | Displaying ads that are targeted based on data about your current trip or delivery requestPredicting and helping avoid pairings of users that may result in increased risk of conflictPreventing, detecting and combating fraudVerifying your account, identity or compliance with safety requirementsProviding live support from safety experts during trips or deliveriesMeasuring the effectiveness of the marketing communications and adsPersonalizing marketing communications and ads relating to Wash products and services, and those offered by other companiesFor non-marketing communicationsFor research and development |
| Legal obligation | This legal basis applies when we are required to use your data to comply with the law. | For legal requirements and proceedings |
C. Legal framework for data transfers
Wash operates, and processes user data, globally. We comply with applicable legal frameworks relating to the transfer of data.
Wash operates, and processes user data, globally. This may result in processing of your personal data in countries, including the United States, whose data protection laws may differ from those where you live or are located.
This includes processing of your data on Wash’s servers in the United States, and transferring or enabling access to your data globally, in Wash to:
- Provide you services wherever you request them
- Provide you access to your information, such as trip / Wash history, wherever you request it
- Provide access to and responses from Wash’s customer service agents
- Respond to requests for information by governments or law enforcement, as necessary
Wash is committed to protecting your personal data regardless of where you are located or where, or by whom, your personal data is processed. This includes implementing global measures to protect users’ data, including:
- Securing user data when in transit, including through encryption, and at rest.
- Mandating company-wide training regarding privacy and data security.
- Implementing internal policies and procedures to limit access to, and use of, users’ data.
- Limiting government and law enforcement access to user data, except where required by law; there are imminent threats to safety; or users have consented to the access. Please see Wash’s Government Transparency Report for more information regarding our practices relating to law enforcement requests.
When we transfer user data from the EEA, UK and Switzerland, we do so on the basis of the necessity to fulfill our agreements with you, consent, adequacy decisions regarding the country of transfer.
UTI has certified to the United States Department of Commerce that it adheres to (1) the EU-US Data Privacy Framework Principles regarding the processing of personal data received from EEA member countries in reliance on the EU-US DPF, and from the UK (and Gibraltar) in reliance on the UK Extension to the EU-US DPF; and (2) the Swiss-US Data Privacy Framework Principles regarding the processing of personal data received from Switzerland in reliance on the Swiss-US DPF. In the event of a conflict between this notice and the Principles mentioned above, the Principles shall govern. In the event that the EU-US DPF or the Swiss-US DPF are invalidated, Wash will transfer data that is subject to these certifications in reliance on the other data transfer mechanisms described above.
If you live in the EEA, UK or Switzerland, please note the following:
- Scope. Wash’s DPF certification applies to personal data originating from the EEA, UK or Switzerland.
- Access. You have the right to access your personal data that is subject to Wash’s DPF certification. For information on how to exercise this right, please see “Choice and transparency” above.
- Onward transfer. Wash is responsible for the transfer of personal data, subject to its certification to third parties. For information regarding the parties to whom Wash may transfer personal data, please see “Data sharing and disclosure” above.
- Request from law enforcement. Wash is required under applicable law to share user data, including that which may be subject to Wash’s certification, pursuant to legal process or governmental request, including from law enforcement.
- Investigation and enforcement. Wash is subject to the investigatory and enforcement powers of the US Federal Trade Commission.
- Questions and disputes. In compliance with the EU-US DPF, the UK Extension to the EU-US DPF, and the Swiss-US DPF, Wash commits to cooperate and comply respectively with the advice of the panel established by the EU data protection authorities (DPAs) and the UK Information Commissioner’s Office (ICO) and the Swiss Federal Data Protection and Information Commissioner (FDPIC) with regard to unresolved complaints concerning our handling of personal data received in reliance on the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF and the Swiss-U.S. DPF. You may contact Wash here with questions regarding our compliance with these Principles. You may also refer a complaint to your local data protection authority, and Wash will work with that authority to resolve that complaint. In certain circumstances, the DPF provides the right to invoke binding arbitration to resolve complaints not resolved by other means, as described in Annex I to the DPF Principles.
You can learn more about the EU-U.S. DPF and Swiss-U.S. DPF here, and view Wash’s certification, including the scope of data subject to our certification here.
Feedback Policy
We appreciate your feedback. As always, we love hearing from you. As Wash respects your rights to your ideas, please do not submit any confidential ideas, information, or suggestions in any form to Wash. For any ideas, information, or suggestions you do submit, regardless of what your communication regarding your submissions says, you understand that your submissions are voluntary and the following terms shall apply to your submissions:
You agree that:
- Your submissions and their contents will automatically become the property of Wash, without any compensation to you;
- Wash has no obligation to review your submissions;
- Wash may implement and distribute any portion of your submissions and their contents for any purpose in any way, without any compensation to you; and
- Wash has no obligation to keep your submissions confidential.
Apple EULA
Apps made available through the App Store are licensed, not sold, to you. Your license to each App is subject to your prior acceptance of either this Licensed Application End User License Agreement (“Standard EULA”), or a custom end user license agreement between you and the Application Provider (“Custom EULA”), if one is provided. Your license to any Apple App under this Standard EULA or Custom EULA is granted by Apple, and your license to any Third Party App under this Standard EULA or Custom EULA is granted by the Application Provider of that Third Party App. Any App that is subject to this Standard EULA is referred to herein as the “Licensed Application.” The Application Provider or Apple as applicable (“Licensor”) reserves all rights in and to the Licensed Application not expressly granted to you under this Standard EULA.
a. Scope of License: Licensor grants to you a nontransferable license to use the Licensed Application on any Apple-branded products that you own or control and as permitted by the Usage Rules. The terms of this Standard EULA will govern any content, materials, or services accessible from or purchased within the Licensed Application as well as upgrades provided by Licensor that replace or supplement the original Licensed Application, unless such upgrade is accompanied by a Custom EULA. Except as provided in the Usage Rules, you may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not transfer, redistribute or sublicense the Licensed Application and, if you sell your Apple Device to a third party, you must remove the Licensed Application from the Apple Device before doing so. You may not copy (except as permitted by this license and the Usage Rules), reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Licensed Application).
b. Consent to Use of Data: You agree that Licensor may collect and use technical data and related information—including but not limited to technical information about your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Licensed Application. Licensor may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.
c. Termination. This Standard EULA is effective until terminated by you or Licensor. Your rights under this Standard EULA will terminate automatically if you fail to comply with any of its terms.
d. External Services. The Licensed Application may enable access to Licensor’s and/or third-party services and websites (collectively and individually, “External Services”). You agree to use the External Services at your sole risk. Licensor is not responsible for examining or evaluating the content or accuracy of any third-party External Services, and shall not be liable for any such third-party External Services. Data displayed by any Licensed Application or External Service, including but not limited to financial, medical and location information, is for general informational purposes only and is not guaranteed by Licensor or its agents. You will not use the External Services in any manner that is inconsistent with the terms of this Standard EULA or that infringes the intellectual property rights of Licensor or any third party. You agree not to use the External Services to harass, abuse, stalk, threaten or defame any person or entity, and that Licensor is not responsible for any such use. External Services may not be available in all languages or in your Home Country, and may not be appropriate or available for use in any particular location. To the extent you choose to use such External Services, you are solely responsible for compliance with any applicable laws. Licensor reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any External Services at any time without notice or liability to you.
e. NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
f. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Licensor’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
g. You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.
h. The Licensed Application and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
i. Except to the extent expressly provided in the following paragraph, this Agreement and the relationship between you and Apple shall be governed by the laws of the State of California, excluding its conflicts of law provisions. You and Apple agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California, to resolve any dispute or claim arising from this Agreement. If (a) you are not a U.S. citizen; (b) you do not reside in the U.S.; (c) you are not accessing the Service from the U.S.; and (d) you are a citizen of one of the countries identified below, you hereby agree that any dispute or claim arising from this Agreement shall be governed by the applicable law set forth below, without regard to any conflict of law provisions, and you hereby irrevocably submit to the non-exclusive jurisdiction of the courts located in the state, province or country identified below whose law governs:
If you are a citizen of any European Union country or Switzerland, Norway or Iceland, the governing law and forum shall be the laws and courts of your usual place of residence.
Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.
NON-DISCLOSURE AGREEMENT
(Mutual)
Agreement dated as of _________ __, 2024, between Ideal Wash, LLC (“Disclosing
Party”) and [INSERT COMPANY NAME] (“Company”) (the “Agreement”).
1. Non-Disclosure. In connection with the potential business relationship relating to
[____________] between Company and Wash (the “Purpose”), each party may
disclose or receive Confidential Information (as defined below) to or for the other. Under this
Agreement, a party disclosing Confidential Information is hereinafter referred to as the
“Disclosing Party” and the party receiving Confidential Information is hereinafter referred to as
the “Receiving Party”. As a condition to the Disclosing Party providing Confidential Information
hereunder, the Receiving Party agrees to treat such information in accordance with the provisions of the Agreement.
2. Confidential Information. As used in this Agreement, “Confidential Information” means
any non-public information or data provided or disclosed to a Receiving Party in any form or
medium including information regarding it’s policies, management and business, accounting
practices, systems, contracts, know-hows, methodologies, softwares, pricing, business strategy,
creative content, applications, potential applications, financial condition, as well as the terms and existence of this Agreement and discussions relating to the Purpose. Notwithstanding the above, Confidential Information shall not include information that (i) is or becomes available to the general public other than by disclosure by the Receiving Party or its Representatives (as defined below) in violation of this Agreement; (ii) was known to the Receiving Party previously or was rightfully obtained by the Receiving Party or its Representatives from a third party, provided that, in either case, the source of such information was not known to be bound by a confidentiality obligation with respect to such information; or (iii) is independently developed by the Receiving Party.
3. Use. The Receiving Party shall, and shall cause its Representatives, to use the
Confidential Information only in connection with Purpose. The Receiving Party shall not and
shall not permit any Representative to, copy, reproduce, sell, assign, license, market, transfer or
otherwise dispose of, give or disclose the Confidential Information to any third party without the
prior written permission of the Disclosing Party, provided that the Receiving Party may disclose
Confidential Information to the Receiving Party’s employees, officers, and representatives who
need to know the Confidential Information for the Purpose and who have been informed of the
confidential nature of the information (“Representatives”). The Receiving Party shall, and shall
cause its Representatives to, use at least the degree of care in handling the Confidential
Information as it uses regarding its own proprietary information but no less than a reasonable
standard of care. In addition, the Receiving Party shall ensure that all Representatives must hold the Confidential Information in strict confidence and are aware of their obligations to, and will, treat the Confidential Information in accordance with this Agreement. In the event an unauthorized disclosure or use is made by the Receiving Party or any Representative, the Receiving Party shall promptly notify the Disclosing Party in writing and use reasonable efforts
to recover the Confidential Information.
4. Ownership. The Confidential Information is the exclusive property of the Disclosing
Party and disclosure of the Confidential Information to the Receiving Party shall not constitute
an express or implied grant to the Receiving Party of any rights, title, interest, or license, to or
under the Disclosing Party’s intellectual property rights other than the limited right to use the
Confidential Information in connection with the Purpose.
5. Return of Confidential Information. Upon the Disclosing Party’s written request, the
Receiving Party will use reasonable efforts to return or destroy all copies of the Confidential
Information in its possession or in the possession of any third party to whom it has disclosed the
Confidential Information.
6. Exclusion from Confidential Information. The Receiving Party shall have no obligation
with respect to Confidential Information to the extent, but only to the extent, that such
information is required or requested to be disclosed by law, rule, regulation, or judicial Wash,
provided that the Receiving Party or its Representatives shall, to the extent practicable and
permitted by law, rule, regulation, or judicial Wash, promptly notify the Disclosing Party of such
request or requirement. Notwithstanding the foregoing, no such notice shall be required in
connection with disclosures to any governmental agency or other regulatory authority having or
claiming to have jurisdiction over a party and/or its Representatives. The fact that confidential
information is or may be required to be disclosed by law, rule, regulation, or judicial Wash or by
any confidential nature of such disclosed Confidential Information to any other person or entity
unless otherwise permitted to do so under this Agreement.
7. Remedies. The parties agree that an impending or existing violation (or threatened or
attempted) of this Agreement may cause the Disclosing Party irreparable injury for which the
Disclosing Party may seek immediate injunctive relief, in addition to any other legal and
equitable rights and remedies under this Agreement, at law and in equity.
8. Miscellaneous
a. Any notice under this Agreement shall be given in writing and shall be effective from the
date received. Notices may be given by registered or certified mail, by hand or overnight courier
to the attention of the legal department at the addresses on the first page of this Agreement.
b. Neither party may assign this Agreement without the other party’s prior written consent,
which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing,
either party may, without such consent, assign this Agreement in connection with an internal
reorganization or sale of substantially all its assets or equity to an affiliate who is controlled by
the same person(s) as previously controlled the assignor.
c. This Agreement is the entire agreement and understanding between the parties with
respect to the subject matter hereof, superseding any prior agreements between them and may be amended only by written agreement of the parties. Any waiver shall be in writing. Neither this Agreement nor discussions between the parties shall be construed to create: (i) any obligation to refrain from entering into agreements or negotiations with any other party; or (ii) any obligation to the other party hereunder, other than the explicit obligation identified in this Agreement. Such obligations identified in (i) and (ii) would be incurred, if at all, pursuant to the terms of a separate formal agreement.
d. The individuals executing this Agreement on behalf of each party represent and warrant
that they respectively have been and are on the date of this Agreement duly authorized to execute this Agreement on behalf of their respective principals.
e. This Agreement shall govern disclosures of Confidential Information made during the
period from the date hereof until one year from the date of this Agreement unless superseded by a definitive agreement relating to the Purpose. The obligations with respect to Confidential
Information created by this Agreement will survive until such time as the Confidential
Information ceases to be Confidential Information.
f. If a provision of this Agreement is held invalid under any applicable law, such invalidity
will not affect any other provision of this Agreement that can be given effect without the invalid
Provision.
g. Neither party shall make use of the other party’s name or any information acquired
through its dealings with the other party for publicity or marketing purposes without the prior
written consent of the other party. This Section 8(g) shall survive expiration or termination of
the Agreement.
h. This Agreement shall be governed in all respects by the laws of the State of New York,
without giving effect to principles of conflicts of law, and any dispute arising out of or
connection in any way with this Agreement shall take place in a State or Federal court of
competent jurisdiction in New York County, State of New York. Each party hereto hereby
irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, (i) any
objection which it may now or hereafter have to the laying of venue, (ii) the defense of an
inconvenient forum and (iii) any right to trial by jury.
i. This Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument. An electronic copy of a signature received in
Portable Document Format (PDF) shall be deemed to be of the same force and effect as an
original signature on an original executed document.
Wash
By: __________________________
___________________________
(Print Name and Title)
[COMPANY]
By:_______________________
___________________________
(Print Name and Title)
E-Comms Consent:
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